EXECUTION COPY MORTGAGE LOAN PURCHASE AGREEMENT

EXECUTION COPY

MORTGAGE LOAN PURCHASE AGREEMENT

Mortgage Loan Purchase Agreement, dated as of November 21, 2006 (the

"Agreement"), between UBS Real Estate Investments Inc. (together with its

successors and permitted assigns hereunder, the "Seller") and Structured Asset

Securities Corporation II (together with its successors and permitted assigns

hereunder, the "Purchaser").

The Seller intends to sell and the Purchaser intends to purchase

certain multifamily and commercial mortgage loans (the "Mortgage Loans") as

provided herein. The Purchaser intends to deposit the Mortgage Loans, together

with certain other multifamily and commercial mortgage loans (the "Other Loans";

and, together with the Mortgage Loans, the "Securitized 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") to be identified as the LB-UBS Commercial Mortgage Trust

2006-C7, Commercial Mortgage Pass-Through Certificates, Series 2006-C7. One or

more "real estate mortgage investment conduit" ("REMIC") elections will be made

with respect to the Trust Fund. The Certificates will be issued pursuant to a

Pooling and Servicing Agreement, to be dated as of November 13, 2006 (the

"Pooling and Servicing Agreement"), between the Purchaser, as depositor,

Wachovia Bank, National Association, as master servicer (the "Master Servicer"),

LNR Partners, Inc., as special servicer (the "Special Servicer") and LaSalle

Bank National Association, as trustee (the "Trustee"). Capitalized terms used

but not defined herein have the respective meanings set forth in the Pooling and

Servicing Agreement, as in effect on the Closing Date.

The Purchaser has entered into an Underwriting Agreement (the

"Underwriting Agreement"), dated as of the date hereof, with Lehman Brothers

Inc. ("Lehman"), UBS Global Asset Management (US) Inc. ("UBS-AM"), KeyBanc

Capital Markets, a division of McDonald Investments Inc. ("KBCM") and Citigroup

Global Markets Inc. ("CGMI" and, together with Lehman, UBS-AM and KBCM in such

capacity, the "Underwriters"), whereby the Purchaser will sell to the

Underwriters all of the Certificates that are to be registered under the

Securities Act of 1933, as amended (the "Securities Act"). The Purchaser has

also entered into a Certificate Purchase Agreement (the "Certificate Purchase

Agreement"), dated as of the date hereof, with Lehman and UBS-AM (together in

such capacity, the "Placement Agents"), whereby the Purchaser will sell to the

Placement Agents all of the remaining Certificates (other than the Residual

Interest Certificates).

In connection with the transactions contemplated hereby, the Seller,

the Purchaser, the Underwriters and the Placement Agents have entered into an

Indemnification Agreement (the "Indemnification Agreement"), dated as of the

date hereof.

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 schedule (the "Mortgage Loan Schedule") annexed

hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the

actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof.

The Mortgage Loans will have an aggregate principal balance of $637,523,984 (the

"Initial UBS Pool Balance") as of the close of business on the Cut-off Date,

after giving effect to any and all payments of principal due thereon on or

before such date, whether or not

received. The purchase and sale of the Mortgage Loans shall take place on

December 5, 2006 or such other date as shall be mutually acceptable to the

parties hereto (the "Closing Date"). The consideration for the Mortgage Loans

shall consist of: (A) a cash amount equal to a percentage (mutually agreed upon

by the parties hereto) of the Initial UBS Pool Balance, plus interest accrued on

each Mortgage Loan at the related Mortgage Rate (net of the related

Administrative Cost Rate), for the period from and including November 13, 2006

up to but not including the Closing Date, which cash amount shall be paid to the

Seller or its designee by wire transfer in immediately available funds (or by

such other method as shall be mutually acceptable to the parties hereto) on the

Closing Date; and (B) a 21.11245% Percentage Interest in each of the Class R-I,

Class R-II, Class R-III and Class V Certificates (all such Residual Interest

Certificates, the "Seller's Residual Interest Certificates").

SECTION 2. Conveyance of Mortgage Loans.

(a) Effective as of the Closing Date, subject only to receipt of the

purchase price referred to in Section 1 hereof and satisfaction or waiver of the

conditions to closing set forth in Section 8 hereof, the Seller does hereby

sell, transfer, assign, set over and otherwise convey to the Purchaser, without

recourse, all the right, title and interest of the Seller (other than the

primary servicing rights) in and to the Mortgage Loans identified on the

Mortgage Loan Schedule as of such date. The Mortgage Loan Schedule, as it may be

amended, shall conform to the requirements set forth in this Agreement and the

Pooling and Servicing Agreement.

(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 for each Mortgage Loan, but collected after such

date, shall belong to, and be promptly remitted to, the Seller.

(c) On or before the Closing Date, the Seller shall, on behalf of the

initial Purchaser, deliver to and deposit with (i) the Trustee or a Custodian

appointed thereby, a Mortgage File for each Mortgage Loan in accordance with the

terms of, and conforming to the requirements set forth in, the Pooling and

Servicing Agreement, with copies of each Mortgage File to be delivered by the

Trustee to, upon request, the Master Servicer (at the expense of the Trustee),

within 10 Business Days of such request; and (ii) the Master Servicer (or, at

the direction of the Master Servicer, to the appropriate Sub-Servicer) or, in

the case of an Outside Serviced Trust Mortgage Loan, the applicable Outside

Servicer, all unapplied Escrow Payments and Reserve Funds in the possession or

under the control of the Seller that relate to the Mortgage Loans. In addition,

the Seller shall, in the case of each Mortgage Loan that is an Outside Serviced

Trust Mortgage Loan, deliver to and deposit with the Master Servicer, within 45

days of the Closing Date, a copy of the mortgage file that was delivered to the

related Outside Trustee under the related Non Trust Mortgage Loan Securitization

Agreement or to a custodian under a custodial agreement that relates solely to

such Outside Serviced Trust Mortgage Loan, as applicable.

(d) The Seller shall, through an Independent third party (the

"Recording Agent") retained by it, as and in the manner provided in the Pooling

and Servicing Agreement (and in any event within 45 days following the later of

the Closing Date and the date on which all necessary recording information is

available to the Recording Agent), cause (i) each assignment of Mortgage and

each assignment of Assignment of Leases, in favor of, and delivered as part of

the related Mortgage File to

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the Trustee, to be submitted for recordation in the appropriate public office

for real property records, and (ii) such assignments to be delivered to the

Trustee following their return by the applicable public recording office, with

copies of any such returned assignments to be delivered by the Trustee to the

Master Servicer, at the expense of the Seller, at least every 90 days after the

Closing Date (or at additional times upon the request of the Master Servicer if

reasonably necessary for the ongoing administration and/or servicing of the

related Mortgage Loan by the Master Servicer); provided that, in those instances

where the public recording office retains the original assignment of Mortgage or

assignment of Assignment of Leases, a certified copy of the recorded original

shall be forwarded to the Trustee. If any such document or instrument is lost or

returned unrecorded because of a defect therein, then the Seller shall prepare a

substitute therefor or cure such defect or cause such to be done, as the case

may be, and the Seller shall deliver such substitute or corrected document or

instrument to the Trustee (or, if the Mortgage Loan is then no longer subject to

the Pooling and Servicing Agreement, to the then holder of such Mortgage Loan).

The Seller shall bear the out-of-pocket costs and expenses of all such

recording and delivery contemplated in the preceding paragraph, including,

without limitation, any out-of-pocket costs and expenses that may be incurred by

the Trustee in connection with any such recording or delivery performed by the

Trustee at the Seller's request and the fees of the Recording Agent.

Pursuant to the Pooling and Servicing Agreement and a letter agreement

dated December 5, 2006 (the "Filing Letter Agreement") between American Capital

Strategies Ltd. (the "Payee"), the Depositor, the UBS Mortgage Loan Seller, the

KeyBank Mortgage Loan Seller and the Trustee, the Trustee, through a third party

(the "Filing Agent") retained by it, as and in the manner provided in the

Pooling and Servicing Agreement and at the expense of the Payee (and in any

event within 45 days following the later of the Closing Date and the date on

which all necessary filing information is available to the Filing Agent), is

required to cause (i) each assignment of Uniform Commercial Code financing

statements prepared by the Seller, in favor of, and delivered as part of the

related Mortgage File to the Trustee, to be submitted for filing in the

appropriate public office, and (ii) such assignments to be delivered to the

Trustee following their return by the applicable public filing office, with

copies of any such returned assignments to be delivered by the Trustee to the

Master Servicer, at the expense of the Seller, at least every 90 days after the

Closing Date (or at additional times upon the request of the Master Servicer if

reasonably necessary for the ongoing administration and/or servicing of the

related Mortgage Loan by the Master Servicer). The Seller hereby agrees to

reasonably cooperate with the Trustee and the Filing Agent with respect to the

filing of the assignments of Uniform Commercial Code financing statements as

described in this paragraph and to forward to the Trustee filing confirmation,

if any, received in connection with such Uniform Commercial Code financing

statements filed in accordance with this paragraph. Notwithstanding the

foregoing, to the extent the Trustee provides the Payee, pursuant to the Filing

Letter Agreement, with an invoice for the expenses (i) reasonably to be incurred

in connection with the filings referred to in this paragraph and (ii) required

to be paid by the Payee pursuant to the Filing Letter Agreement, and such

expenses are not paid by the Payee in advance of such filings, the Trustee,

pursuant to the Pooling and Servicing Agreement and the Filing Letter Agreement

and at the expense of the Seller, shall only be required to cause the filing

agent to file the assignments of such Uniform Commercial Code financing

statements with respect to Mortgage Loans secured by hotel or hospitality

properties.

(e) With respect to any Mortgage Loan (other than an Outside Serviced

Trust Mortgage Loan), the following documents (other than any document that

constitutes part of the

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Mortgage File for such Mortgage Loan): copies of any final appraisal, final

survey, final engineering report, final environmental report, opinion letters of

counsel to the related mortgagor delivered in connection with the closing of

such Mortgage Loan, escrow agreements, reserve agreements, organization

documentation for the related mortgagor, organizational documentation for any

related guarantor or indemnitor, if the related guarantor or indemnitor is an

entity, insurance certificates or insurance review reports, leases for tenants

representing 10% or more of the annual income with respect to the related

Mortgaged Property, final seismic report and property management agreements,

rent roll, property operating statement and financial statements for the related

guarantor or indemnitor, cash management or lockbox agreement, zoning letters or

zoning reports and the documents, if any, specifically set forth on Exhibit C

hereto (collectively, the "Mortgage Origination Documents"), but in each case,

only if the subject document (a) was in fact obtained in connection with the

origination of such Mortgage Loan, (b) is reasonably necessary for the ongoing

administration and/or servicing of such Mortgage Loan by the Master Servicer or

Special Servicer in connection with its duties under the Pooling and Servicing

Agreement, and (c) is in the possession or under the control of the Seller

shall, within 45 days of the Closing Date, 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); provided that the Seller

shall not be required to deliver any draft documents, privileged or other

communications or correspondence, credit underwriting or due diligence analyses

or information, credit committee briefs or memoranda or other internal approval

documents or data or internal worksheets, memoranda, communications or

evaluations.

(f) After the Seller's transfer of the Mortgage Loans to the

Purchaser, as provided herein, the Seller shall not take any action inconsistent

with the Purchaser's ownership of the Mortgage Loans. Except for actions that

are the express responsibility of another party hereunder or under the Pooling

and Servicing Agreement, and further except for actions that the Seller is

expressly permitted to complete subsequent to the Closing Date, the Seller

shall, on or before the Closing Date, take all actions required under applicable

law to effectuate the transfer of the Mortgage Loans by the Seller to the

Purchaser.

(g) In connection with the obligations of the Master Servicer under

Sections 3.01(e) and 3.19(c) of the Pooling and Servicing Agreement, with regard

to each Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) that

is secured by the interests of the related Mortgagor in a hospitality property

(identified on Schedule VI to the Pooling and Servicing Agreement) and each

Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) that has a

related letter of credit, the Seller shall deliver to and deposit with the

Master Servicer, on or before the Closing Date, any related franchise agreement,

franchise comfort letter and the original of such letter of credit. Further, in

the event, with respect to a Mortgage Loan (other than an Outside Serviced Trust

Mortgage Loan) with a related letter of credit, the Master Servicer determines

that a draw under such letter of credit has become necessary under the terms

thereof prior to the assignment of such letter of credit having been effected in

accordance with Section 3.01(e) of the Pooling and Servicing Agreement, the

Seller shall, upon the written direction of the Master Servicer, use its best

efforts to make such draw or to cause such draw to be made on behalf of the

Trustee.

(h) Pursuant to the Pooling and Servicing Agreement, the Master

Servicer shall review the documents with respect to each Mortgage Loan delivered

by the Seller pursuant to or as contemplated by Section 2(e) hereof and provide

each Seller and the Controlling Class Representative and the Special Servicer

with a certificate (the "Master Servicer Certification") within 90 days of the

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Closing Date acknowledging its (or the appropriate Sub-Servicer's) receipt as of

the date of the Master Servicer Certification of such documents actually

received (provided that such review shall be limited to identifying the document

received, the Serviced Trust Mortgage Loan to which it purports to relate, that

it appears regular on its face and that it appears to have been executed (where

appropriate)). Notwithstanding anything to the contrary set forth herein, to the

extent the Seller has not been notified in writing of its failure to deliver any

document with respect to a Mortgage Loan required to be delivered pursuant to or

as contemplated by Section 2(e) hereof prior to the date occurring 18 months

following the date of the Master Servicer Certification, the Seller shall have

no obligation to provide such document.

(i) In addition, on the Closing Date, the Seller shall deliver to the

Master Servicer for deposit in the Pool Custodial Account, the Initial Deposits

relating to the Mortgage Loans.

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 duly organized or formed, as the case may be,

validly existing and in good standing as a legal entity under the laws of

the State of Delaware 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 (A)

bankruptcy, insolvency, reorganization, receivership, moratorium or other

similar laws affecting the enforcement of creditors' rights in general, and

(B) general equity principles (regardless of whether such enforcement is

considered in a proceeding in equity or at law).

(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 organizational documents, (B)

violate any law or regulation or any administrative decree or order to

which the Seller is subject or (C) 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 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.

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(v) The Seller is not a party to or bound by any agreement or

instrument or subject to any organizational document or any other corporate

or limited liability company (as applicable) 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

and delivery of this Agreement by the Seller or the performance by the

Seller of its obligations under this Agreement.

(vi) Except for the recordation and/or filing of assignments and

other transfer documents with respect to the Mortgage Loans, as

contemplated by Section 2(d) hereof, no consent, approval, authorization or

order of, registration or filing with, or notice to, 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; and no bulk sale law applies to such transactions.

(vii) No litigation is pending or, to the best of 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) No proceedings looking toward merger, liquidation,

dissolution or bankruptcy of the Seller are pending or contemplated.

In addition, the Seller hereby further represents and warrants to, and

covenants with, the Purchaser, as of the date hereof, that:

(i) 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 provided herein, as a sale of the

Mortgage Loans to the Purchaser in exchange for the consideration specified

in Section 1 hereof. In connection with the foregoing, the Seller shall

cause all of its records to reflect such transfer as a sale (as opposed to

a secured loan). 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. After giving

effect to its transfer of the Mortgage Loans to the Purchaser, as provided

herein, the value of the Seller's assets, either taken at their present

fair saleable value or at fair valuation, will exceed the amount of the

Seller's debts and obligations, including contingent and unliquidated debts

and obligations of the Seller, and the Seller will not be left with

unreasonably small assets or capital with which to engage in and conduct

its business. The Mortgage Loans do not constitute all or substantially all

of the assets of the Seller. The Seller does not intend to, and does not

believe that it will, incur debts or obligations beyond its ability to pay

such debts and obligations as they mature.

(ii) The Seller will acquire the Seller's Residual Interest

Certificates for its own account and not with a view to, or sale or

transfer in connection with, any distribution

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thereof, in whole or in part, in any manner that would violate the

Securities Act or any applicable state securities laws.

(iii) The Seller understands that (A) the Seller's Residual

Interest Certificates have not been and will not be registered under the

Securities Act or registered or qualified under any applicable state

securities laws, (B) neither the Purchaser nor any other party is obligated

so to register or qualify the Seller's Residual Interest Certificates and

(C) neither the Seller's Residual Interest Certificates nor any security

issued in exchange therefor or in lieu thereof may be resold or transferred

unless it is (1) registered pursuant to the Securities Act and registered

or qualified pursuant to any applicable state securities laws or (2) sold

or transferred in a transaction which is exempt from such registration and

qualification and the Certificate Registrar has received the certifications

and/or opinions of counsel required by the Pooling and Servicing Agreement.

(iv) The Seller understands that it may not sell or otherwise

transfer the Seller's Residual Interest Certificates, any security issued

in exchange therefor or in lieu thereof or any interest in the foregoing

except in compliance with the provisions of Section 5.02 of the Pooling and

Servicing Agreement, which provisions it has or, as of the Closing Date,

will have carefully reviewed, and that the Seller's Residual Interest

Certificates will bear legends that identify the transfer restrictions to

which such Certificates are subject.

(v) Neither the Seller nor anyone acting on its behalf has (A)

offered, transferred, pledged, sold or otherwise disposed of any Seller's

Residual Interest Certificate, any interest in a Seller's Residual Interest

Certificate or any other similar security to any person in any manner, (B)

solicited any offer to buy or accept a transfer, pledge or other

disposition of any Seller's Residual Interest Certificate, any interest in

a Seller's Residual Interest Certificate or any other similar security from

any person in any manner, (C) otherwise approached or negotiated with

respect to any Seller's Residual Interest Certificate, any interest in a

Seller's Residual Interest Certificate or any other similar security with

any person in any manner, (D) made any general solicitation by means of

general advertising or in any other manner, or (E) taken any other action,

that (in the case of any of the acts described in clauses (A) through (E)

above) would constitute a distribution of the Seller's Residual Interest

Certificates under the Securities Act, would render the disposition of the

Seller's Residual Interest Certificates a violation of Section 5 of the

Securities Act or any state securities law or would require registration or

qualification of the Seller's Residual Interest Certificates pursuant

thereto. The Seller will not act, nor has it authorized nor will it

authorize any person to act, in any manner set forth in the foregoing

sentence with respect to the Seller's Residual Interest Certificates, any

interest in the Seller's Residual Interest Certificates or any other

similar security.

(vi) The Seller has been furnished with all information regarding

(A) the Purchaser, (B) the Seller's Residual Interest Certificates and

distributions thereon, (C) the nature, performance and servicing of the

Other Loans, (D) the Pooling and Servicing Agreement and the Trust Fund,

and (E) all related matters, that it has requested.

(vii) The Seller is either (a) a "qualified institutional buyer"

within the meaning of Rule 144A under the Securities Act or (b) an

"accredited investor" as defined in any of paragraphs (1), (2), (3) and (7)

of Rule 501(a) under the Securities Act or an entity in which all

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its equity owners are "accredited investors" as defined in such paragraphs

and has such knowledge and experience in financial and business matters as

to be capable of evaluating the merits and risks of an investment in the

Seller's Residual Interest Certificates. The Seller has sought such

accounting, legal and tax advice as it has considered necessary to make an

informed investment decision; and the Seller is able to bear the economic

risks of such an investment and can afford a complete loss of such

investment.

(viii) The Seller is not a Plan and is not directly or indirectly

acquiring the Seller's Residual Interest Certificates on behalf of, as

named fiduciary of, as trustee of or with assets of a Plan.

(ix) The Seller is a United States Tax Person and is not a

Disqualified Organization.

(b) The Seller hereby makes, for the benefit of the Purchaser, with

respect to each Mortgage Loan, as of the Closing Date or as of such other date

expressly set forth therein, each of the representations and warranties set

forth on Exhibit B hereto.

(c) The Seller intends to transfer the Seller's Residual Interest

Certificates to Merrill Lynch, Pierce, Fenner & Smith Incorporated on or about

the Closing Date; and, in connection therewith, the Seller will comply with all

of the requirements of Section 5.02 of the Pooling and Servicing Agreement, as

in effect on the Closing Date, and applicable law. The Seller hereby directs the

Purchaser to cause the Seller's Residual Interest Certificates to be registered

in the name of Merrill Lynch, Pierce, Fenner & Smith Incorporated upon initial

issuance.

SECTION 4. Representations and Warranties of the Purchaser.

In order to induce the Seller to enter into this Agreement, the

Purchaser hereby represents and warrants for the benefit of the Seller as of the

date hereof that:

(i) The Purchaser is a corporation duly organized, validly

existing and in good standing under the laws of the State of Delaware. The

Purchaser has the full corporate power and authority and legal right to

acquire the Mortgage Loans from the Seller and to transfer the Mortgage

Loans to the Trustee.

(ii) This Agreement has been duly and validly authorized,

executed and delivered by the Purchaser and, assuming due authorization,

execution and delivery hereof by the Seller, constitutes a legal, valid and

binding obligation of the Purchaser, enforceable against the Purchaser in

accordance with its terms, except as such enforcement may be limited by (A)

bankruptcy, insolvency, reorganization, receivership, moratorium or other

similar laws affecting the enforcement of creditors' rights in general, and

(B) general equity principles (regardless of whether such enforcement is

considered in a proceeding in equity or at law).

(iii) The execution and delivery of this Agreement by the

Purchaser and the Purchaser's performance and compliance with the terms of

this Agreement will not (A) violate the Purchaser's organizational

documents, (B) violate any law or regulation or any administrative decree

or order to which the Purchaser is subject or (C) constitute a default (or

an event which, with notice or lapse of time, or both, would constitute a

default) under, or result in

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the breach of, any material contract, agreement or other instrument to

which the Purchaser is a party or by which the Purchaser is bound.

(iv) Except as may be required under federal or state securities

laws (and which will be obtained on a timely basis), no consent, approval,

authorization or order of, registration or filing with, or notice to, any

governmental authority or court, is required for the execution, delivery

and performance by the Purchaser of or compliance by the Purchaser with

this Agreement, or the consummation by the Purchaser of any transaction

described in this Agreement.

(v) Under GAAP and for federal income tax purposes, the Purchaser

will report the transfer of the Mortgage Loans by the Seller to the

Purchaser, as provided herein, as a sale of the Mortgage Loans to the

Purchaser in exchange for the consideration specified in Section 1 hereof.

SECTION 5. Notice of Breach; Cure; Repurchase.

(a) If the Seller receives written notice or obtains actual knowledge

with respect to any Mortgage Loan (i) that any document constituting a part of

clauses (a)(i) through (a)(xiii) (or, in the case of an Outside Serviced Trust

Mortgage Loan, clause(b)(i)) of the definition of Mortgage File or a document,

if any, specifically set forth on Exhibit D hereto, has not been executed (if

applicable) or is missing (a "Document Defect") or (ii) of a breach of any of

the Seller's representations and warranties made pursuant to Section 3(b) hereof

(each such breach, a "Breach") relating to any Mortgage Loan, and such Document

Defect or Breach, as of the date specified in Section 5(b)(i) hereof, materially

and adversely affects the value of the Mortgage Loan, then such Document Defect

shall constitute a "Material Document Defect" or such Breach shall constitute a

"Material Breach", as the case may be. In the event the Seller obtains actual

knowledge of a Material Document Defect or Material Breach, then the Seller

shall deliver written notification to the Trustee with respect thereto. Then,

following receipt by the Seller of a Seller/Depositor Notification with respect

to such Material Document Defect or Material Breach, as the case may be, the

Seller shall (subject to Sections 5(f), (g) and (h) hereof), (A) not later than

(1) 30 days after the Seller and the Purchaser have agreed upon the existence of

such Material Document Defect or Material Breach or (2) 30 days after an

arbitration panel makes a binding determination, in accordance with the

provisions of Section 5(i) hereof, that a Material Document Defect or Material

Breach exists or (B) in the case of a Material Document Defect or Material

Breach that affects whether a Mortgage Loan was, as of the Closing Date, is or

will continue to be a "qualified mortgage" within the meaning of the REMIC

Provisions (a "Qualified Mortgage"), not later than 90 days following the

discovery by any party of such Material Document Defect or Material Breach (each

of such 30-day period referred to in clause (A)(1) above, or such 30-day period

referred to in clause (A)(2) above, or such 90-day period referred to in clause

(B) above, as applicable, is referred to as the "Initial Resolution Period"):

(i) cure such Material Document Defect or Material Breach, as the case may be,

in all material respects (which cure shall include payment of any out-of-pocket

expenses that are reasonably incurred and directly attributable to pursuing such

a claim based on such Material Document Defect or Material Breach associated

therewith), or (ii) if such Material Document Defect or Material Breach, as the

case may be, cannot be cured within the Initial Resolution Period, repurchase

the affected Mortgage Loan (or the related Mortgaged Property) from, and in

accordance with the directions of, the Purchaser or its designee, at a price

equal to the Purchase Price; provided that if (a) such Material Breach or

Material Document Defect, as the case may be, is capable of being cured but not

within the

-9-

applicable Initial Resolution Period, (b) any such Material Breach or Material

Document Defect, as the case may be, does not affect whether the Mortgage Loan

was, as of the Closing Date, is or will continue to be a Qualified Mortgage, (c)

the Seller has commenced and is diligently proceeding with the cure of such

Material Breach or Material Document Defect, as the case may be, within the

applicable Initial Resolution Period, and (d) the Seller shall have delivered to

the Purchaser a certification executed on behalf of the Seller by an officer

thereof confirming that such Material Breach or Material Document Defect, as the

case may be, is not capable of being cured within the applicable Initial

Resolution Period, setting forth what actions the Seller is pursuing in

connection with the cure thereof and stating that the Seller anticipates that

such Material Breach or Material Document Defect, as the case may be, will be

cured within an additional period not to exceed, 90 days beyond the end of the

Initial Resolution Period (in the event the Seller and the Purchaser have agreed

upon the existence of such Material Document Defect or Material Breach as

described under Section 5(a)(ii)(A)(1)), or 45 days beyond the end of the

Initial Resolution Period (in the event an arbitration panel has made a binding

determination, as described under Section 5(a)(ii)(A)(2) hereof, that a Material

Document Defect or Material Breach exists), then the Seller shall have such

additional 90-day period or 45-day period, as the case may be (each such period,

the "Resolution Extension Period"), to complete such cure or, failing such, to

repurchase the affected Mortgage Loan (or the related Mortgaged Property); and

provided, further, that, if any such Material Document Defect is still not cured

after the Initial Resolution Period and any such applicable Resolution Extension

Period solely due to the failure of the Seller to have received a recorded

document, then the Seller shall be entitled to continue to defer its cure and

repurchase obligations in respect of such Material Document Defect so long as

the Seller certifies to the Purchaser every six months thereafter that the

Material Document Defect is still in effect solely because of its failure to

have received the recorded document and that the Seller is diligently pursuing

the cure of such defect (specifying the actions being taken). The parties

acknowledge that neither delivery of a certification or schedule of exceptions

to the Seller pursuant to Section 2.02(b) of the Pooling and Servicing Agreement

or otherwise nor possession of such certification or schedule by the Seller

shall, in and of itself, constitute delivery of notice of any Material Document

Defect or Material Breach or knowledge or awareness by the Seller of any

Material Document Defect or Material Breach.

If, during the period of deferral by the Seller of its cure and

repurchase obligations as contemplated by the last proviso of the penultimate

sentence of the preceding paragraph, the Mortgage Loan that is the subject of

the Material Document Defect either becomes a Specially Serviced Mortgage Loan

or becomes the subject of a proposed or actual assumption of the obligations of

the related Mortgagor under such Mortgage Loan, then, following receipt by the

Seller of a Seller/Depositor Notification providing notice of such event, the

Seller shall cure the subject Material Document Defect within the time period

specified in such Seller/Depositor Notification. If, upon the expiration of such

period, the Seller has failed to cure the subject Material Document Defect, the

Master Servicer or the Special Servicer, as applicable, shall be entitled (but

not obligated) to perform the obligations of the Seller with respect to curing

the subject Material Document Defect and, in the event of such an election, the

Seller shall pay all reasonable actual out-of-pocket costs and expenses in

connection with the applicable servicer's effecting such cure.

(b) (i) Provided that any Seller/Depositor Notification with respect

to a Material Document Defect or Material Breach is received by the Seller in

accordance with the provisions of the Pooling and Servicing Agreement), within

24 months of the Closing Date, the material and adverse effect of the related

Document Defect or Breach shall be determined as of the date hereof. After the

expiration of 24 months following the Closing Date, the material and adverse

effect of any Document

-10-

Defect or Breach that was not the subject of another Seller/Depositor

Notification, received by the Seller (in accordance with the provisions of the

Pooling and Servicing Agreement), within 24 months of the Closing Date, shall be

determined as of the date of such Seller/Depositor Notification.

(ii) In the event the Seller is obligated to repurchase any

Mortgage Loan pursuant to this Section 5, such obligation shall extend to

any successor REO Mortgage Loan with respect thereto as to which (A) the

subject Material Breach existed as to the subject predecessor Mortgage Loan

prior to the date the related Mortgaged Property became an REO Property or

within 90 days thereafter, and (B) as to which the Seller had received, no

later than 90 days following the date on which the related Mortgaged

Property became an REO Property, a Seller/Depositor Notification from the

Trustee regarding the occurrence of the applicable Material Breach and

directing the Seller to repurchase the subject Mortgage Loan.

(c) If one or more (but not all) of the Mortgage Loans constituting a

Cross-Collateralized Group are to be repurchased by the Seller as contemplated

by Section 5(a) hereof, then, prior to the subject repurchase, the Seller or its

designee shall use reasonable efforts, subject to the terms of the related

Mortgage Loans, to prepare and, to the extent necessary and appropriate, have

executed by the related Mortgagor and record, such documentation as may be

necessary to terminate the cross-collateralization between the Mortgage Loans in

such Cross-Collateralized Group that are to be repurchased, on the one hand, and

the remaining Mortgage Loans therein, on the other hand, such that those two

groups of Mortgage Loans are each secured only by the Mortgaged Properties

identified in the Mortgage Loan Schedule as directly corresponding thereto;

provided that, if such Cross-Collateralized Group is still subject to the

Pooling and Servicing Agreement, then no such termination shall be effected

unless and until (i) the Purchaser or its designee has received from the Seller

(A) an Opinion of Counsel to the effect that such termination will not cause an

Adverse REMIC Event to occur with respect to any REMIC Pool or an Adverse

Grantor Trust Event with respect to the Grantor Trust and (B) written

confirmation from each Rating Agency that such termination will not cause an

Adverse Rating Event to occur with respect to any Class of Certificates and (ii)

the Controlling Class Representative (if one is acting) has consented (which

consent shall not be unreasonably withheld and shall be deemed to have been

given if no written objection is received by the Seller within 10 Business Days

of the Controlling Class Representative's receipt of a written request for such

consent); and provided, further, that the Seller may, at its option, purchase

the entire Cross-Collateralized Group in lieu of terminating the

cross-collateralization. All costs and expenses incurred by the Purchaser or its

designee pursuant to this paragraph shall be included in the calculation of

Purchase Price for the Mortgage Loan(s) to be repurchased. If the

cross-collateralization of any Cross-Collateralized Group is not or cannot be

terminated as contemplated by this paragraph, then, for purposes of (i)

determining whether the subject Breach or Document Defect, as the case may be,

materially and adversely affects the value of such Cross-Collateralized Group,

and (ii) the application of remedies, such Cross-Collateralized Group shall be

treated as a single Mortgage Loan.

(d) It shall be a condition to any repurchase of a Mortgage Loan by

the Seller pursuant to this Section 5 that the Purchaser shall have executed and

delivered such instruments of transfer or assignment then presented to it by the

Seller (or as otherwise required to be prepared, executed and delivered under

the Pooling and Servicing Agreement), in each case without recourse, as shall be

necessary to vest in the Seller the legal and beneficial ownership of such

Mortgage Loan (including any property acquired in respect thereof or proceeds of

any insurance policy with respect thereto), to the extent that such ownership

interest was transferred to the Purchaser hereunder. If any

-11-

Mortgage Loan is to be repurchased as contemplated by this Section 5, the Seller

shall amend the Mortgage Loan Schedule to reflect the removal of such Mortgage

Loan and shall forward such amended schedule to the Purchaser.

(e) Any repurchase of a Mortgage Loan pursuant to this Section 5 shall

be on a whole loan, servicing released basis. The Seller shall have no

obligation to monitor the Mortgage Loans regarding the existence of a Breach or

Document Defect. It is understood and agreed that the obligations of the Seller

set forth in this Section 5 constitute the sole remedies available to the

Purchaser with respect to any Breach or Document Defect.

(f) Notwithstanding the foregoing, if there exists a Breach of that

portion of the representation or warranty on the part of the Seller set forth

in, or made pursuant to, paragraph (xlviii) of Exhibit B to this Agreement,

specifically relating to whether or not the Mortgage Loan documents or any

particular Mortgage Loan document for any Mortgage Loan requires the related

Mortgagor to bear the reasonable costs and expenses associated with the subject

matter of such representation or warranty, as set forth in such representation

or warranty, then the Purchaser or its designee will direct the Seller in

writing to wire transfer to the Custodial Account, within 90 days of receipt of

such direction, the amount of any such reasonable costs and expenses incurred by

the Trust that (i) are due from the Mortgagor, (ii) otherwise would have been

required to be paid by the Mortgagor if such representation or warranty with

respect to such costs and expenses had in fact been true, as set forth in the

related representation or warranty, (iii) have not been paid by the Mortgagor,

(iv) are the basis of such Breach and (v) constitute "Covered Costs". Upon

payment of such costs, the Seller shall be deemed to have cured such Breach in

all respects. Provided that such payment is made, this paragraph describes the

sole remedy available to the Purchaser regarding any such Breach, regardless of

whether it constitutes a Material Breach, and the Seller shall not be obligated

to otherwise cure such Breach or repurchase the affected Mortgage Loan under any

circumstances. Amounts deposited in the Pool Custodial Account pursuant to this

paragraph shall constitute "Liquidation Proceeds" for all purposes of the

Pooling and Servicing Agreement (other than Section 3.11(c) of the Pooling and

Servicing Agreement).

(g) Subject to Section 5(f) hereof and the last three sentences of

this paragraph, if the Seller determines that a Material Breach (other than a

Material Breach of a representation or warranty on the part of the Seller set

forth in and made pursuant to paragraph (xvii) of Exhibit B to this Agreement)

or a Material Document Defect with respect to a Mortgage Loan is not capable of

being cured in accordance with Section 5(a) hereof, then in lieu of repurchasing

such Mortgage Loan the Seller may, at its sole option, pay a cash amount equal

to the loss of value (each such payment, a "Loss of Value Payment") with respect

to such Mortgage Loan, which loss of value is directly attributed to such

Material Breach or Material Document Defect, as the case may be. The amount of

each such Loss of Value Payment shall be determined either (i) by mutual

agreement of the Special Servicer on behalf of the Trust with respect to the

subject Material Breach or Material Document Defect, as the case may be, and the

Seller, or (ii) by an arbitration panel pursuant to a binding arbitration

proceeding in accordance with Section 5(i) hereof; provided that, in the event

there is an arbitration proceeding for determining the existence of a Material

Breach or a Material Document Defect with respect to any Mortgage Loan, such

arbitration proceeding must also include a determination of the amount of the

loss of value to such Mortgage Loan directly attributed to such Material Breach

or such Material Document Defect, as the case may be. Provided that such payment

is made, this paragraph describes the sole remedy available to the Purchaser

regarding any such Material Breach or Material Document Defect and the Seller

shall not be obligated to otherwise cure such Material Breach or Material

Document Defect or repurchase the

-12-

affected Mortgage Loan based on such Material Breach or Material Document Defect

under any circumstances. Notwithstanding the foregoing provisions of this

Section 5(g), if 95% or more of the loss of value to a Mortgage Loan was caused

by a Material Breach or Material Document Defect, which Material Breach or

Material Document Defect is not capable of being cured, this Section 5(g) shall

not apply and the Seller shall be obligated to repurchase the affected Mortgage

Loan at the applicable Purchase Price in accordance with Section 5(a) hereof.

Furthermore, the Seller shall not have the option of delivering Loss of Value

Payments in connection with any Material Breach relating to a Mortgage Loan's

failure to be a Qualified Mortgage. In the event there is a Loss of Value

Payment made by the Seller in accordance with this Section 5(g), the amount of

such Loss of Value Payment shall be deposited into the Loss of Value Reserve

Fund to be applied in accordance with Section 3.05(e) of the Pooling and

Servicing Agreement.

In the event the amount of any Loss of Value Payment is determined by

an arbitration panel pursuant to a binding arbitration proceeding in accordance

with Section 5(i) hereof, then such Loss of Value Payment shall also include the

payment of any costs and expenses (including costs incurred in establishing the

amount of any related loss of value to the subject Mortgage Loan, including

reasonable legal fees) that are reasonably incurred in good faith by the Master

Servicer, the Special Servicer and/or the Trustee (on behalf of the Trust) in

enforcing the rights of the Trust against the Seller with respect to the subject

Material Breach or Material Document Defect, as the case may be; provided that,

that in the event the Seller tenders a loss of value payment in a specified

amount in connection with a Material Breach or Material Document Defect, as the

case may be, prior to the institution of arbitration proceedings and that offer

is rejected and an amount equal to or less than the loss of value payment

originally tendered by the Seller is ultimately determined by an arbitration

panel pursuant to a binding arbitration proceeding in accordance with Section

5(i) hereof to be the actual amount of the Loss of Value Payment attributed to

such Material Breach or Material Document Defect, as the case may be, then that

Loss of Value Payment shall not include the payment of any costs or expenses

incurred in enforcing the rights of the Trust against the Seller with respect to

the subject Material Breach or Material Document Defect, as the case may be;

provided, further, that if the Special Servicer request a loss of value payment

from the Seller of a specified amount in connection with a Material Breach or

Material Document Defect, as the case may be, and the Seller refuses to pay that

amount and an amount equal to or greater than the loss of value payment

originally requested by the Special Servicer is ultimately determined by an

arbitration panel pursuant to a binding arbitration proceeding in accordance

with Section 5(i) hereof to be the actual Loss of Value Payment attributable to

such Material Document Defect or Material Breach, then that Loss of Value

Payment shall also include the payment of any costs or expenses reasonably

incurred in good faith in enforcing the rights of the Trust against the Seller

with respect to the subject Material Breach or Material Document Defect, as the

case may be; and provided, further, that, if the Seller tenders a loss of value

payment in connection with a Material Breach or Material Document Defect, as the

case may be, in a specified amount, and the Special Servicer rejects such tender

and requests a greater loss of value payment amount, and an amount in between

the respective amounts tendered and requested is ultimately determined by an

arbitration panel pursuant to a binding arbitration proceeding in accordance

with Section 5(i) hereof to be the actual Loss of Value Payment attributable to

such Material Breach or Material Document Defect, as the case may be, then that

Loss of Value Payment shall also include the payment of an amount equal to the

product of (i) all costs and expenses reasonably incurred in connection with

that arbitration proceeding, multiplied by (ii) a fraction, the numerator of

which is the excess of the amount determined by that arbitration proceeding over

the amount tendered by the Seller, and the denominator of which is the excess of

the amount requested by the Special Servicer over the amount tendered by the

Seller. Notwithstanding the

-13-

foregoing, in the event any Loss of Value Payment is determined by the parties

hereto by mutual agreement (and not by an arbitration proceeding), that Loss of

Value Payment shall not include any costs and expenses incurred by the Master

Servicer, the Special Servicer or the Trustee unless such costs and expenses

were specifically included in such mutual agreement.

(h) Notwithstanding the foregoing, if there exists a Material Breach

of the representation or warranty on the part of the Seller set forth in and

made pursuant to paragraph (xvii) of Exhibit B to this Agreement, and the

subject Mortgage Loan becomes a Qualified Mortgage prior to the expiration of

the Initial Resolution Period applicable to a Material Document Defect or

Material Breach that affects whether a Mortgage Loan is a Qualified Mortgage,

and without otherwise causing an Adverse REMIC Event or an Adverse Grantor Trust

Event, then such breach will be cured and the Seller will not be obligated to

repurchase or otherwise remedy such Breach.

(i) The parties hereto agree that any controversy or claim (a

"Dispute") arising under Section 5(a), Section 5(b) and/or Section 5(g) of this

Agreement shall be resolved in accordance with the following

Mediation/Arbitration procedures in this Section 5(i).

If the Seller receives a Seller/Depositor Notification pursuant to

Section 5(a) of this Agreement regarding the alleged existence of a Material

Document Defect or Material Breach and requesting the Seller to cure or

repurchase the affected Mortgage Loan in connection therewith (a "Notice"), and

the Seller does not agree upon the existence of such Material Document Defect or

Material Breach within 90 days of receiving such Notice, then, unless otherwise

agreed to by the parties involved in the Dispute, that Dispute shall be

submitted to non-binding mediation in accordance with the provisions of this

paragraph; provided, that if the Seller is proceeding to cure the subject

Material Document Defect or Material Breach, then that Dispute shall not be

submitted to mediation until the expiration of the related Resolution Extension

Period and the failure of the Seller to complete such cure (unless otherwise

agreed to by the parties involved in the Dispute). Following the 90-day period

referred to in the preceding sentence and subject to the preceding proviso, any

party to this Agreement that is involved in the Dispute may send a written

letter (a "Mediation Letter") to another party to this Agreement that they wish

the mediation process to begin between the sender and the recipient of such

Mediation Letter. Following receipt of a Mediation Letter, a mediator(s) shall

be selected by agreement of the parties to the mediation. If such parties cannot

agree on a mediator, then the mediation shall be conducted by three mediators,

one of which shall be selected by the Seller and one of which shall be selected

by the Purchaser or its assignee. Each of the parties to the mediation shall

submit the name of the person it has selected to serve as a mediator to the

opposing party within 10 days of the date of the Mediation Letter. If either

party fails to submit the name of its selected mediator within 10 days of the

date of the Mediation Letter, the other party shall have the right to select the

second mediator in addition to its own mediator (provided that such party has

submitted the name of its selected mediator within 10 days of the date of the

Mediation Letter). The two mediators selected by the party(ies) shall appoint a

third mediator within 20 days of the date of the Mediation Letter or such longer

time period as agreed to by the parties to the mediation. Any mediator(s) so

designated must be acceptable to both the Seller and the Purchaser or its

assignee. Any mediators appointed or selected pursuant to the provisions of this

paragraph must be experienced professionals in the CMBS industry.

Any mediation related to a particular Dispute and commenced in

accordance with the preceding paragraph must be completed within 90 days of the

date of the Mediation Letter (or a longer period, if the parties to the

mediation agreed to extend the mediation). Any mediation referred to in this

-14-

Section 5(i) shall be conducted in the manner specified by the mediator(s) and

agreed upon by the Seller and the Purchaser or its assignee and any such

mediation shall be conducted in New York City to the exclusion of all other

locations (unless otherwise agreed to by the parties to the mediation). During

the mediation process, the parties to the mediation shall discuss their

differences voluntarily and in good faith and attempt, with the assistance of

the mediator(s) as a facilitator of the negotiations, to reach an amicable

resolution of the Dispute. The mediation will be treated as a settlement

discussion and therefore will be confidential. No mediator selected in

accordance with this Section 5(i) may testify for either party in any later

proceeding relating to the Dispute. No recording or transcript shall be made of

the mediation proceedings. The fees and expenses of all mediator(s) shall be

shared equally by the parties to the mediation; provided, that the party to the

mediation that is acting on behalf of the Trust in accordance with the

provisions of this Section 5(i) shall be entitled to reimbursement or

indemnification by the Trust Fund for such fees and expenses if and to the

extent permitted under the Pooling and Servicing Agreement.

Notwithstanding anything to the contrary herein, no party shall be

required to agree to a Dispute resolution pursuant to mediation and no decision

or resolution of a mediator or mediators shall be binding on any party unless

such decision or resolution is expressly agreed to by such party. In the event

the parties involved in the Dispute have not agreed to a Dispute resolution

pursuant to mediation at the termination of the mediation, then that Dispute

will be settled by arbitration in accordance with the succeeding paragraphs of

this Section 5(i).

If a Dispute has not been resolved within 90 days of the date of the

Mediation Letter (or such shorter or longer period as is expressly agreed to by

the parties to the mediation), the mediation shall terminate and the Dispute

will be settled by arbitration. Following the date of termination of mediation,

which shall be the date occurring 90 days after the date of the Mediation Letter

unless otherwise expressly agreed to by the parties to the mediation,

arbitration may be commenced by any party to this Agreement involved in the

Dispute sending a written notice to another party to this Agreement involved in

the Dispute that they wish the arbitration process to begin with respect to the

Dispute between the sender and the recipient of such written notice. The date

any such party receives written notice in accordance with this Section 5(i) from

another party that such party wishes to commence arbitration shall be referred

to as the "Arbitration Commencement Date". Any arbitration hereunder shall be

conducted in accordance with the provisions of this Agreement and the American

Arbitration Association Rules for Large Complex Commercial Disputes ("AAA

Rules"), but shall not be conducted by the American Arbitration Association

("AAA"). Discovery will be permitted in connection with the arbitration in

accordance with the AAA Rules. In the event of a conflict, the provisions of

this Agreement will control. Such arbitration shall be conducted before a panel

of three arbitrators, regardless of the size of the Dispute. The arbitration

panel shall consist of one person selected by the Seller and one person selected

by the Purchaser or its assignee. Each such party shall submit the name of the

person it has selected to serve as an arbitrator to the other party within 30

days of the Arbitration Commencement Date (or such longer period as is expressly

agreed to by the parties to the arbitration). If either such party fails to

submit the name of its selected arbitrator within 30 days of the Arbitration

Commencement Date, then the other such party shall have the right to select the

second arbitrator in addition to its own arbitrator (provided that such party

has submitted the name of its selected arbitrator within 30 days of the

Arbitration Commencement Date). The two arbitrators designated in accordance

with the two preceding sentences shall appoint a third arbitrator within 45 days

of the Arbitration Commencement Date (or such longer period as is expressly

agreed to by the parties to the arbitration). All arbitrators appointed or

selected pursuant to the provisions of this paragraph must

-15-

be experienced professionals in the CMBS industry. The third arbitrator shall be

an Independent person who has not previously been employed by either party and

does not have a direct or indirect interest in either party or the subject

matter of the arbitration. The two (2) arbitrators appointed by the parties to

the arbitration are not required to be neutral and it shall not be grounds for

removal of either of such arbitrators or for vacating an arbitration award that

either of such arbitrators has past or present relationships with the party that

appointed such arbitrator. No potential arbitrator may serve on the panel unless

he or she has agreed in writing to abide and be bound by the terms and

provisions of this Agreement and the AAA Rules and to keep confidential the

terms of any arbitration proceeding related to this Agreement and the terms of

any discussion, negotiation, decision, agreement or resolution in connection

therewith.

Any issue concerning the extent to which any Dispute is subject to

arbitration, or concerning the applicability, interpretation, or enforceability

of these procedures, including any contention that all or part of these

procedures are invalid or unenforceable, shall be resolved by the arbitrators.

In no event, notwithstanding that any provision of this Agreement is held to be

invalid or unenforceable, shall the arbitrators have the power to make an award

or impose a remedy that could not be made or imposed by a court deciding the

matter in the same jurisdiction. In no event shall the arbitrators have the

power to make an award or impose a remedy that is not contemplated by, or

conflicts with the terms and provisions of, this Agreement or the Pooling and

Servicing Agreement (other than any term or provision of this Agreement or the

Pooling and Servicing Agreement that is held to be invalid or unenforceable).

Without limiting the foregoing, the arbitrators shall have no authority to award

treble, consequential or punitive damages of any type under any circumstances,

whether or not such damages may be available under the AAA Rules or any other

act or law. Subject to the provisions of this Agreement, the result of the

arbitration will be binding on the parties involved in the Dispute, and judgment

on the arbitrators' award may be entered, subject to the provisions of Section

15 of this Agreement, in any court of competent jurisdiction.

All mediations and arbitrations shall be conducted in New York City to

the exclusion of all other locations (unless otherwise expressly agreed to by

the parties to the subject mediation or arbitration, as applicable). The party

to an arbitration that is acting on behalf of the Trust in accordance with the

provisions of this Section 5(i) shall be entitled to reimbursement or

indemnification by the Trust Fund for the fees and expenses incurred in

connection therewith if and to the extent permitted under the Pooling and

Servicing Agreement.

The parties to this Agreement hereby agree to waive any right to trial

by jury fully to the extent that any such right shall now or hereafter exist

with regard to the rights and remedies contained in this Section 5; provided,

that if (i) any party to an arbitration governed by this Section 5(i) fails to

abide by the rules or deadlines for that arbitration (as such deadlines may be

extended by express agreement of the parties to that arbitration), or (ii) the

applicable appointed arbitrators determine that the subject Dispute cannot be

resolved through arbitration either because the AAA Rules are inapplicable to

the Dispute and/or the Federal Arbitration Act is inapplicable to the Dispute or

for any other reason, then the other party (in the case of clause (i)) or any

party (in the case of clause (ii)) to this Agreement may in its sole option,

file a complaint to resolve the Dispute through a legal proceeding and in

accordance with the provision contained in Section 15 hereof.

-16-

If any of the provisions of this Section 5(i) are determined by a

court of law to be invalid or unenforceable, the remaining provisions shall

remain in effect and be binding on the parties involved in the Dispute to the

fullest extent permitted by law.

SECTION 6. Defeasance Serviced Trust Mortgage Loans; Early Defeasance

Trust Mortgage Loans.

(a) With respect to any Mortgage Loan that is a Defeasance Serviced

Trust Mortgage Loan, to the extent the related Mortgage Loan documents expressly

grant the lender or its designee the right to appoint a successor borrower (or

words of similar import) thereunder in connection with a defeasance, the

Purchaser hereby designates the Seller as its designee with respect to the

exercise of, and hereby grants to the Seller the right, in its capacity as

designee of the Purchaser as holder of the subject Serviced Trust Mortgage Loan,

to exercise, the right and/or obligation of the lender under the related

Mortgage Loan documents to appoint a "successor borrower" (as defined under the

related Mortgage Loan documents) or words of similar import, to hold and pledge

the related Defeasance Collateral in the event a related Mortgagor exercises its

right pursuant to the related Mortgage Loan documents to defease the subject

Serviced Trust Mortgage Loan and obtain the release of all or a portion of the

related Mortgaged Property from the lien of the related Mortgage (provided that

such rights and/or obligations as successor borrower shall be exercised in

accordance with customary terms and costs). In connection with the foregoing, if

the Purchaser or its assignee, as holder of the subject Defeasance Serviced

Trust Mortgage Loan, receives written notice from the related Mortgagor that it

intends to defease the subject Serviced Trust Mortgage Loan in accordance with

the related Mortgage Loan documents, then the Purchaser or its assignee, as the

case may be, shall send a copy of such written notice to the Seller or (if the

Seller has notified the Purchaser or such assignee, as the case may be, in

writing that it has appointed a designee and has provided such party with such

designee's contact information for any notice required in connection therewith)

the Seller's designee, promptly after receipt of such written notice. If,

however, the Master Servicer, in accordance with the Servicing Standard,

determines that neither the Seller nor its designee is performing the duties

related to the appointment of a successor borrower in a timely manner and/or in

accordance with the provisions of the related Mortgage Loan documents (after the

Seller and such designee having been provided with written notice in accordance

with this paragraph and a reasonable period of time (which shall not be less

than five (5) Business Days) to perform such duties), then the Master Servicer

(or a designee of the Master Servicer) shall, in accordance with Section 3.20(k)

of the Pooling and Servicing Agreement, itself perform those obligations under

the related Mortgage Loan documents in accordance with the Servicing Standard,

applicable law and the related Mortgage Loan documents, and thereupon the

appointment of the Seller or its designee in connection therewith shall be null

and void. In the event, with respect to a Mortgage Loan that is a Defeasance

Serviced Trust Mortgage Loan, the Seller, the Master Servicer or a designee of

the Seller or the Master Servicer actually appoints a successor borrower in

accordance with the related Mortgage Loan documents and the foregoing provisions

of this paragraph and the relevant portion or all, as applicable, of the subject

Mortgaged Property is released from the lien of the related Mortgage, then, to

the extent provided under the related Mortgage Loan documents, such successor

borrower shall succeed to all of the rights and obligations of the original

Mortgagor under such Serviced Trust Mortgage Loan. In the event the Seller, by

written notice to Purchaser or its assignee, designates a third party to

exercise its rights under this paragraph and provides contact information

therefor, the Purchaser or its designee, the Trustee and the Master Servicer

shall be entitled to rely on such notice and, in such event, all notices

required to be delivered to the Seller pursuant to this paragraph shall be

delivered to the Seller's designee.

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(b) If the Purchaser or the Master Servicer notifies the Seller that

the Mortgagor under any of the Mortgage Loans that are Early Defeasance Trust

Mortgage Loans (i) intends to defease such Early Defeasance Trust Mortgage Loan

in whole on or before the second anniversary of the Closing Date and the amount

tendered by such Mortgagor to defease such Early Defeasance Trust Mortgage Loan

(in accordance with the related loan documents) is less than the Purchase Price

that would be applicable in the event of a repurchase of such Mortgage Loan

pursuant to or as otherwise contemplated by Section 5(a), or (ii) intends to

partially defease such Early Defeasance Trust Mortgage Loan on or prior to the

second anniversary of the Closing Date, or (iii) intends to defease such Early

Defeasance Trust Mortgage Loan in whole on or before the second anniversary of

the Closing Date and such Mortgagor is to tender Defeasance Collateral or such

other collateral as is permitted in connection with a defeasance under the

related loan documents that does not constitute a cash amount equal to or

greater than the Purchase Price set forth in clause (i) above in this paragraph,

then the Seller shall promptly repurchase such Mortgage Loan at a price equal to

(A) the related Purchase Price and (B) the amount, if any, by which the proceeds

from any cash defeasance deposit exceeds the related Purchase Price, in

accordance with the directions of the Master Servicer on a whole loan, servicing

released basis.

Upon the repurchase of a Mortgage Loan that is an Early Defeasance

Trust Mortgage Loan pursuant to Section 5 hereof and/or this Section 6, the

Purchaser shall effect a "qualified liquidation" of the related Loan REMIC in

accordance with the REMIC Provisions. The Seller hereby agrees to pay all

reasonable costs and expenses, including the costs of any opinions of counsel

under the Pooling and Servicing Agreement, in connection with any such

"qualified liquidation" of the related Loan REMIC in accordance with the REMIC

Provisions.

SECTION 7. Closing.

The closing of the sale of the Mortgage Loans (the "Closing") shall be

held at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York

10019 at 10:00 a.m., New York City time, on the Closing Date.

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

(a) All of the representations and warranties of the Seller set forth

in or made pursuant to Sections 3(a) and 3(b) of this Agreement, and all of the

representations and warranties of the Purchaser set forth in Section 4 of this

Agreement, shall be true and correct in all material respects as of the Closing

Date;

(b) Insofar as it affects the obligations of the Seller hereunder, the

Pooling and Servicing Agreement shall be in a form mutually acceptable to the

Purchaser and the Seller;

(c) All documents specified in Section 8 of this Agreement (the

"Closing Documents"), in such forms as are reasonably acceptable to the

Purchaser, shall be duly executed and delivered by all signatories as required

pursuant to the respective terms thereof;

(d) The Seller shall have delivered and released to the Trustee (or a

Custodian on its behalf), the Master Servicer and the Special Servicer all

documents and funds required to be delivered to the Trustee, the Master Servicer

and the Special Servicer, respectively, pursuant to Section 2 of this Agreement;

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(e) All other terms and conditions of this Agreement required to be

complied with on or before the Closing Date shall have been complied with in all

material respects, and the Seller shall have the ability to comply with all

terms and conditions and perform all duties and obligations required to be

complied with or performed after the Closing Date;

(f) The Seller shall have paid all fees and expenses payable by it to

the Purchaser or otherwise pursuant to this Agreement; and

(g) Neither the Underwriting Agreement nor the Certificate Purchase

Agreement shall have been terminated in accordance with its terms.

All parties hereto agree to use their best efforts to perform their

respective obligations hereunder in a manner that will enable the Purchaser to

purchase the Mortgage Loans on the Closing Date.

SECTION 8. Closing Documents.

The Closing Documents shall consist of the following:

(a) This Agreement duly executed by the Purchaser and the Seller;

(b) The Pooling and Servicing Agreement duly executed by the parties

thereto;

(c) The Indemnification Agreement duly executed by the parties

thereto;

(d) Certificate of the Seller, executed by a duly authorized officer

of the Seller and dated the Closing Date, and upon which the initial Purchaser,

the Underwriters and the Placement Agents may rely, to the effect that: (i) the

representations and warranties of the Seller in this Agreement and in the

Indemnification Agreement are true and correct in all material respects at and

as of the Closing Date with the same effect as if made on such date; and (ii)

the Seller has, in all material respects, complied with all the agreements and

satisfied all the conditions on its part that are required under this Agreement

to be performed or satisfied at or prior to the Closing Date;

(e) An Officer's Certificate from an officer of the Seller, in his or

her individual capacity, dated the Closing Date, and upon which the initial

Purchaser, the Underwriters and the Placement Agents may rely, to the effect

that each individual who, as an officer or representative of the Seller signed

this Agreement, the Indemnification Agreement or any other document or

certificate delivered on or before the Closing Date in connection with the

transactions contemplated herein or in the Indemnification Agreement, was at the

respective times of such signing and delivery, and is as of the Closing Date,

duly elected or appointed, qualified and acting as such officer or

representative, and the signatures of such persons appearing on such documents

and certificates are their genuine signatures;

(f) As certified by an officer of the Seller, true and correct copies

of (i) the resolutions of the board of directors authorizing the Seller's

entering into the transactions contemplated by this Agreement and the

Indemnification Agreement, (ii) the organizational documents of the Seller, and

(iii) a certificate of good standing of the Seller, issued by the Secretary of

State of the State of Delaware not earlier than 10 days prior to the Closing

Date;

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(g) A favorable opinion of Cadwalader, Wickersham & Taft ("CWT"),

special counsel to the Seller, substantially in the form attached hereto as

Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the

Underwriters, the Placement Agents, the Rating Agencies and, upon request, the

other parties to the Pooling and Servicing Agreement, together with such other

opinions of CWT as may be required by the Rating Agencies in connection with the

transactions contemplated hereby;

(h) An Officer's Certificate from an officer of the Seller, in his or

her individual capacity, delivered in connection with the opinion of CWT to be

delivered pursuant to Section 8(g) hereof, in form and substance satisfactory to

the addressees of such opinion and upon which such addressees may rely;

(i) In connection with the initial issuance of the Seller's Residual

Interest Certificates, a Transfer Affidavit and Agreement in the form

contemplated by the Pooling and Servicing Agreement from Seller and from the

transferee of the Seller;

(j) In the event any of the Certificates are mortgage related

securities within the meaning of the Secondary Mortgage Market Enhancement Act

of 1984, as amended, a Certificate of the Seller regarding origination of the

Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the

Securities Exchange Act of 1934, as amended; and

(k) Such further certificates, opinions and documents as the Purchaser

may reasonably request.

SECTION 9. Costs.

An amount equal to 21.1% of all reasonable out-of-pocket costs and

expenses incurred by the Seller, the initial Purchaser, the Underwriters, the

Placement Agents and the seller of the Other Loans to the Purchaser in

connection with the securitization of the Securitized Loans and the other

transactions contemplated by this Agreement, the Underwriting Agreement and the

Certificate Purchase Agreement shall be payable by the Seller.

SECTION 10. Grant of a Security Interest.

The parties hereto agree that it is their express intent that the

conveyance of the Mortgage Loans by the Seller to the Purchaser as provided in

Section 2 hereof be, and be construed as, a sale of the Mortgage Loans by the

Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller

to the Purchaser to secure a debt or other obligation of the Seller. However,

if, notwithstanding the aforementioned intent of the parties, the Mortgage Loans

are held to be property of the Seller, then it is the express intent of the

parties that: (i) such conveyance shall be deemed to be a pledge of the Mortgage

Loans by the Seller to the Purchaser to secure a debt or other obligation of the

Seller; (ii) this Agreement shall be deemed to be a security agreement within

the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (iii)

the conveyance provided for in Section 2 hereof shall be deemed to be a grant by

the Seller to the Purchaser of a security interest in all of the Seller's right,

title and interest in and to the Mortgage Loans, and all amounts payable to the

holder of the Mortgage Loans in accordance with the terms thereof, and all

proceeds of the conversion, voluntary or involuntary, of the foregoing into

cash, instruments, securities or other property; (iv) the assignment to the

Trustee of the interest of the Purchaser in and to the Mortgage Loans shall be

deemed to be an assignment of any

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security interest created hereunder; (v) the possession by the Trustee or any of

its agents, including, without limitation, the Custodian, of the Mortgage Notes

for the Mortgage Loans, and such other items of property as constitute

instruments, money, negotiable documents or chattel paper shall be deemed to be

"possession by the secured party" for purposes of perfecting the security

interest pursuant to Section 9-313 of the applicable Uniform Commercial Code;

and (vi) notifications to persons (other than the Trustee) holding such

property, and acknowledgments, receipts or confirmations from such persons

holding such property, shall be deemed notifications to, or acknowledgments,

receipts or confirmations from, financial intermediaries, bailees or agents (as

applicable) of the secured party for the purpose of perfecting such security

interest under applicable law. The Seller and the Purchaser shall, to the extent

consistent with this Agreement, take such actions as may be necessary to ensure

that, if this Agreement were deemed to create a security interest in the

Mortgage Loans, such security interest would be deemed to be a perfected

security interest of first priority under applicable law and will be maintained

as such throughout the term of this Agreement and the Pooling and Servicing

Agreement; and, in connection with the foregoing, the Seller authorizes the

Purchaser to file any and all appropriate Uniform Commercial Code financing

statements.

SECTION 11. Notices.

All notices, copies,