Exhibit 99.2 MORTGAGE LOAN PURCHASE AND SALE AGREEMENT

                                                                    Exhibit 99.2

                    MORTGAGE LOAN PURCHASE AND SALE AGREEMENT

               This Mortgage Loan Purchase and Sale Agreement (this "Agreement")
is dated and effective as of November 1, 2006, between Bear Stearns Commercial
Mortgage, Inc., as seller (the "Seller" or "BSCMI"), and Banc of America
Commercial Mortgage Inc., as purchaser (the "Purchaser" or "BACM").

               The Seller desires to sell, assign, transfer and otherwise convey
to the Purchaser, and the Purchaser desires to purchase, subject to the terms
and conditions set forth below, the multifamily and commercial mortgage loans
(the "Mortgage Loans") identified on the schedule annexed hereto as Schedule I
(the "Mortgage Loan Schedule").

               The Purchaser intends to transfer or cause the transfer of: (i)
the Mortgage Loans and (ii) certain mortgage loans transferred by Bank of
America to the Purchaser pursuant to a mortgage loan purchase and sale
agreement, dated as of the date hereof between Bank of America and the
Purchaser, to a trust (the "Trust") created pursuant to the Pooling and
Servicing Agreement (as defined below). Beneficial ownership of the assets of
the Trust (such assets collectively, the "Trust Fund") will be evidenced by a
series of commercial mortgage pass-through certificates (the "Certificates").
Certain classes of the Certificates will be rated by Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc. and/or Moody's Investors
Service, Inc. (together, the "Rating Agencies"). Certain classes of the
Certificates (the "Offered Certificates") will be registered under the
Securities Act of 1933, as amended (the "Securities Act"). The Trust will be
created and the Certificates will be issued pursuant to a pooling and servicing
agreement to be dated as of November 1, 2006 (the "Pooling and Servicing
Agreement"), among BACM, as depositor, Bank of America, National Association, as
master servicer (the "Master Servicer"), CWCapital Asset Management, LLC, as
special servicer (the "Special Servicer"), and Wells Fargo Bank, N.A., as
trustee (in such capacity, the "Trustee") and as REMIC administrator.
Capitalized terms used but not otherwise defined herein have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

               BACM intends to sell the Offered Certificates to Banc of America
Securities LLC ("BAS"), Bear, Stearns & Co. Inc. ("Bear Stearns"), Citigroup
Global Markets Inc. ("Citigroup") and Morgan Stanley & Co. Incorporated ("Morgan
Stanley" and, collectively with BAS, Bear Stearns and Citigroup, the
"Underwriters") pursuant to an underwriting agreement, dated as of November 20,
2006 (the "Underwriting Agreement"). BACM intends to sell the remaining Classes
of Certificates (the "Non-Offered Certificates") to BAS and Bear Stearns and, as
initial purchasers (together, the "Initial Purchasers"), pursuant to a
certificate purchase agreement, dated as of November 20, 2006 (the "Certificate
Purchase Agreement"), among BACM, BAS, and Bear Stearns. The Offered
Certificates are more fully described in the prospectus dated November 20, 2006
(the "Base Prospectus"), and the supplement to the Base Prospectus dated
November 20, 2006 (the "Prospectus Supplement"; and, together with the Base
Prospectus, the "Prospectus"), as each may be amended or supplemented at any
time hereafter. The privately offered Non-Offered Certificates are more fully
described in a private placement memorandum, dated November 20, 2006 (the
"Memorandum"), as it may be amended or supplemented at any time hereafter.

               The Seller will indemnify the Underwriters, the Initial
Purchasers and certain related parties with respect to certain disclosure
regarding the Mortgage Loans and contained in the Prospectus, the Memorandum and
certain other disclosure documents and offering materials relating to the
Certificates, pursuant to an indemnification agreement, dated as of November 20,
2006 (the "Indemnification Agreement"), among the Seller, the Purchaser, the
Underwriters and the Initial Purchasers.

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

               SECTION 1. Agreement to Purchase and Sell.

               The Seller agrees to sell, and the Purchaser agrees to purchase,
the Mortgage Loans. The closing for the purchase and sale of the Mortgage Loans
shall take place on the Closing Date. The purchase price for the Mortgage Loans
shall be an amount agreed upon by the parties in a separate writing, which
amount includes interest accrued on the Mortgage Loans after the Cut-off Date
and takes into account credits, sales concessions, any related Interest Deposit
Amount and such other adjustments as agreed to between the parties in a separate
writing which amount shall be payable on or about November 29, 2006 in
immediately available funds. The Purchaser shall be entitled to all interest
accrued on the Mortgage Loans on and after the Cut-off Date and all principal
payments received on the Mortgage Loans after the Cut-off Date except for
principal and interest payments due and payable on the Mortgage Loans on or
before the Cut-off Date, which shall belong to the Seller.

                SECTION 2. Conveyance of the 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 of the other
conditions set forth herein, the Seller will transfer, assign, set over and
otherwise convey to the Purchaser, without recourse, but subject to the terms
and conditions of this Agreement, all the right, title and interest of the
Seller in and to the Mortgage Loans (other than the Servicing Rights), including
without limitation all principal and interest due on or with respect to the
Mortgage Loans after the Cut-off Date, together with BSCMI's right, title and
interest in and to any related insurance policies and all other documents in the
related Mortgage Files.

               (b) The Purchaser shall be entitled to receive all scheduled
payments of principal and interest due on the Mortgage Loans after the Cut-off
Date, and all other recoveries of principal and interest collected thereon after
the Cut-off Date (other than scheduled payments of principal and interest due on
the Mortgage Loans on or before the Cut-off Date and collected after the Cut-off
Date, which shall belong and be promptly remitted to the Seller).

               (c) On or before the Closing Date or within the time periods
specified in Section 2.01 of the Pooling and Servicing Agreement, the Seller
shall deliver or cause to be delivered to the Purchaser or, if so directed by
the Purchaser, to the Trustee or a custodian designated by the Trustee (a
"Custodian"), the documents, instruments and agreements required to be delivered
by the Purchaser to the Trustee under Section 2.01 of the Pooling and Servicing
Agreement, and meeting all the requirements of such Section 2.01, and such other
documents, instruments and agreements as the Purchaser or the Trustee shall
reasonably request.

               (d) The Seller hereby represents that it has, on behalf of the
Purchaser, delivered to the Trustee the Mortgage File for each Mortgage Loan.
All Mortgage Files delivered prior to the Closing Date will be held by the
Trustee in escrow at all times prior to the Closing Date. Each Mortgage File
shall contain the documents set forth in the definition of Mortgage File under
the Pooling and Servicing Agreement.

               (e) If the Seller is unable to deliver or cause the delivery of
any original Mortgage Note, it may deliver a copy of such Mortgage Note,
together with a lost note affidavit, and indemnity, and shall thereby be deemed
to have satisfied the document delivery requirement. If the Seller cannot so
deliver, or cause to be delivered, as to any Mortgage Loan, the original or a
copy of any of the documents and/or instruments referred to in clauses (ii),
(iii), (vi), (viii) and (x) of the definition of "Mortgage File" in the Pooling
and Servicing Agreement, with evidence of recording or filing (if applicable,
and as the case may be) thereon, solely because of a delay caused by the public
recording or filing office where such document or instrument has been delivered
for recordation or filing, as the case may be, so long as a copy of such
document or instrument, certified by the Seller as being a copy of the document
deposited for recording or filing, has been delivered, and then subject to the
requirements of Section 4(d), the delivery requirements of Section 2(c) shall be
deemed to have been satisfied as to such missing item, and such missing item
shall be deemed to have been included in the related Mortgage File. If the
Seller cannot or does not so deliver, or cause to be delivered, as to any
Mortgage Loan, the original of any of the documents and/or instruments referred
to in clauses (iv) and (v) of the definition of "Mortgage File" in the Pooling
and Servicing Agreement, because such document or instrument has been delivered
for recording or filing, as the case may be, then subject to Section 4(d), the
delivery requirements of Section 2(c) shall be deemed to have been satisfied as
to such missing item, and such missing item shall be deemed to have been
included in the related Mortgage File. If the Seller cannot so deliver, or cause
to be delivered, as to any Mortgage Loan, the Title Policy solely because such
policy has not yet been issued, the delivery requirements of Section 2(c) shall
be deemed to be satisfied as to such missing item, and such missing item shall
be deemed to have been included in the related Mortgage File, provided that the
Seller, shall have delivered to the Trustee or a Custodian appointed thereby, on
or before the Closing Date, a binding commitment for title insurance "marked-up"
at the closing of such Mortgage Loan countersigned by the related title company
or its authorized agent.

               (f) [Reserved].

               (g) In connection with its assignment of the Mortgage Loans
hereunder, the Seller hereby expressly assigns to or at the direction of the
Depositor to the Trustee for the benefit of the Certificateholders any and all
rights it may have with respect to representations and warranties made by a
third party originator with respect to any Mortgage Loan under the mortgage loan
purchase agreement between the Seller and such third party originator that
originated such Mortgage Loan pursuant to which the Seller originally acquired
such Mortgage Loan from such third party originator.

               (h) If and when the Seller is notified of or discovers any error
in the Mortgage Loan Schedule attached to this Agreement as to which a Mortgage
Loan is affected, the Seller shall promptly amend the Mortgage Loan Schedule and
distribute such amended Mortgage Loan Schedule to the parties to the Pooling and
Servicing Agreement; provided, however, that the correction or amendment of the
Mortgage Loan Schedule by itself shall not be deemed to be a cure of a Material
Breach.

               (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 a sale of the Mortgage Loans to the Purchaser
in exchange for the consideration referred to 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).

               SECTION 3. Examination of Mortgage Files and Due Diligence
Review.

               The Seller shall reasonably cooperate with an examination of the
Mortgage Files and Servicing Files for the Mortgage Loans that may be undertaken
by or on behalf of the Purchaser. The fact that the Purchaser has conducted or
has failed to conduct any partial or complete examination of such Mortgage Files
and/or Servicing Files shall not affect the Purchaser's (or any other specified
beneficiary's) right to pursue any remedy available hereunder for a breach of
the Seller's representations and warranties set forth in Section 4, subject to
the terms and conditions of Section 4(c).

               SECTION 4. Representations, Warranties and Covenants of the
Seller.

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

               (i) The Seller is a corporation, duly authorized, validly
        existing and in good standing under the laws of the State of New York.

               (ii) The execution and delivery of this Agreement by the Seller,
        and the performance of Seller's obligations under this Agreement, will
        not violate the Seller's organizational documents or constitute a
        default (or an event which, with notice or lapse of time, or both, would
        constitute a default) under, or result in the breach of, any material
        agreement or other instrument to which it is a party or which is
        applicable to it or any of its assets, which default or breach, in the
        Seller's good faith and commercially reasonable judgment is likely to
        affect materially and adversely either the ability of the Seller to
        perform its obligations under this Agreement or its financial condition.

               (iii) The Seller has the full power and authority to enter into
        and perform its obligations under this Agreement, has duly authorized
        the execution, delivery and performance of this Agreement, and has duly
        executed and delivered this Agreement.

               (iv) This Agreement, assuming due authorization, execution and
        delivery by the Purchaser, constitutes a valid, legal and binding
        obligation of the Seller, enforceable against the Seller in accordance
        with the terms hereof, subject to (A) applicable bankruptcy, insolvency,
        reorganization, fraudulent transfer, moratorium and other laws affecting
        the enforcement of creditors' rights generally and (B) general
        principles of equity, regardless of whether such enforcement is
        considered in a proceeding in equity or at law.

               (v) The Seller is not in violation of, and its execution and
        delivery of this Agreement and its performance and compliance with the
        terms of this Agreement will not constitute a violation of, any law, any
        order or decree of any court or arbiter, or any order, regulation or
        demand of any federal, state or local governmental or regulatory
        authority, which violation, in the Seller's good faith and reasonable
        judgment, is likely to affect materially and adversely either the
        ability of the Seller to perform its obligations under this Agreement or
        the financial condition of the Seller.

                (vi) No litigation is pending with regard to which the Seller has
        received service of process or, to the best of the Seller's knowledge,
        threatened against the Seller which if determined adversely to the
        Seller would prohibit the Seller from entering into this Agreement, or
        in the Seller's good faith and reasonable judgment, would be likely to
        materially and adversely affect either the ability of the Seller to
        perform its obligations under this Agreement or the financial condition
        of the Seller.

               (vii) No consent, approval, authorization or order of, or filing
        or registration with, any state or federal court or governmental agency
        or body is required for the consummation by the Seller of the
        transactions contemplated herein, except for those consents, approvals,
        authorizations or orders that previously have been obtained and those
        filings and registrations that previously have been completed, and
        except for those filings and recordings of Mortgage Loan documents and
        assignments thereof that are contemplated by the Pooling and Servicing
        Agreement to be completed after the Closing Date.

               (b) The Seller hereby makes the representations and warranties
contained in Schedule II (subject to any exceptions thereto listed on Schedule
IIA) to and for the benefit of the Purchaser as of the Closing Date (or as of
such other dates specifically provided in the particular representation and
warranty), with respect to (and solely with respect to) each Mortgage Loan.

               (c) Upon discovery of any Material Breach or Material Document
Defect, the Purchaser or its designee shall notify the Seller thereof in writing
and request that the Seller correct or cure such Material Breach or Material
Document Defect. Within 90 days of the earlier of discovery or receipt of
written notice by the Seller that there has been a Material Breach or a Material
Document Defect (such 90-day period, the "Initial Resolution Period"), the
Seller shall (i) cure such Material Breach or Material Document Defect, as the
case may be, in all material respects or (ii) repurchase each affected Mortgage
Loan or REO Loan (each, a "Defective Mortgage Loan") at the related Purchase
Price in accordance with the terms hereof and, if applicable, the terms of the
Pooling and Servicing Agreement, with payment to be made in accordance with the
reasonable directions of the Purchaser; provided that if the Seller certifies in
writing to the Purchaser (i) that, as evidenced by an accompanying Opinion of
Counsel, any such Material Breach or Material Document Defect, as the case may
be, does not and will not cause the Defective Mortgage Loan, to fail to be a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, (ii)
that such Material Breach or Material Document Defect, as the case may be, is
capable of being corrected or cured but not within the applicable Initial
Resolution Period, (iii) that 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 (iv) that
the Seller anticipates that such Material Breach or Material Document Defect, as
the case may be, will be corrected or cured within an additional period not to
exceed the Resolution Extension Period (as defined below), then the Seller shall
have an additional period equal to the applicable Resolution Extension Period to
complete such correction or cure or, failing such, to repurchase the Defective
Mortgage Loan; and provided, further, that, if the Seller's obligation to
repurchase any Defective Mortgage Loan as a result of a Material Breach or
Material Document Defect arises within the three-month period commencing on the
Closing Date (or within the two-year period commencing on the Closing Date if
the Defective Mortgage Loan is a "defective obligation" within the meaning of
Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulations Section
1.860G-2(f)), and if the Defective Mortgage Loan is still subject to the Pooling
and Servicing Agreement, the Seller may, at its option, in lieu of repurchasing
such Defective Mortgage Loan (but, in any event, no later than such repurchase
would have to have been completed), (i) replace such Defective Mortgage Loan
with one or more substitute mortgage loans that individually and collectively
satisfy the requirements of the definition of "Qualifying Substitute Mortgage
Loan" set forth in the Pooling and Servicing Agreement, and (ii) pay any
corresponding Substitution Shortfall Amount, such substitution and payment to be
effected in accordance with the terms of the Pooling and Servicing Agreement.
Any such repurchase or replacement of a Defective Mortgage Loan 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 Material Breach or
Material Document Defect, but if the Seller discovers a Material Breach or
Material Document Defect with respect to a Mortgage Loan, it will notify the
Purchaser.

               For purposes of this Section 4(c), "Resolution Extension Period"
shall mean:

               (i) for purposes of remediating a Material Breach with respect to
        any Mortgage Loan, the 90-day period following the end of the applicable
        Initial Resolution Period;

               (ii) for purposes of remediating a Material Document Defect with
        respect to any Mortgage Loan that is not a Specially Serviced Loan at
        the commencement of, and does not become a Specially Serviced Loan
        during, the applicable Initial Resolution Period, the period commencing
        at the end of the applicable Initial Resolution Period and ending on,
        and including, the earlier of (i) the 90th day following the end of such
        Initial Resolution Period and (ii) the 45th day following receipt by the
        Seller of written notice from the Master Servicer or the Special
        Servicer of the occurrence of any Servicing Transfer Event with respect
        to such Mortgage Loan subsequent to the end of such Initial Resolution
        Period;

               (iii) for purposes of remediating a Material Document Defect with
        respect to any Mortgage Loan that is a not a Specially Serviced Loan as
        of the commencement of the applicable Initial Resolution Period, but as
        to which a Servicing Transfer Event occurs during such Initial
        Resolution Period, the period commencing at the end of the applicable
        Initial Resolution Period and ending on, and including, the 90th day
        following receipt by the Seller of written notice from the Master
        Servicer or the Special Servicer of the occurrence of such Servicing
        Transfer Event; and

               (iv) for purposes of remediating a Material Document Defect with
        respect to any Mortgage Loan that is a Specially Serviced Loan as of the
        commencement of the applicable Initial Resolution Period, zero days;
        provided, however, that if the Seller did not receive written notice
        from the Master Servicer or the Special Servicer of the relevant
        Servicing Transfer Event as of the commencement of the applicable
        Initial Resolution Period, then such Servicing Transfer Event shall be
        deemed to have occurred during such Initial Resolution Period and the
        immediately preceding clause (iii) of this definition will be deemed to
        apply.

               In addition, the applicable Seller shall have an additional 90
days to cure such Material Document Defect or Material Breach, provided that the
Seller has commenced and is diligently proceeding with the cure of such Material
Document Defect or Material Breach and such failure to cure is solely the result
of a delay in the return of documents from the local filing or recording
authorities.

               If one or more of the Mortgage Loans constituting a
Cross-Collateralized Group are the subject of a Breach or Document Defect, then,
for purposes of (i) determining whether such Breach or Document Defect is a
Material Breach or Material Document Defect, as the case may be, and (ii) the
application of remedies, such Cross-Collateralized Group shall be treated as a
single Mortgage Loan.

               If (x) any Mortgage Loan is required to be repurchased or
substituted as contemplated in this Section 4(c), (y) such Mortgage Loan is a
Cross-Collateralized Mortgage Loan or part of a portfolio of Mortgaged
Properties (that provides that a property may be uncrossed from the other
Mortgaged Properties) and (z) the applicable Material Breach or Material
Document Defect does not constitute a Material Breach or Material Document
Defect, as the case may be, as to any related Cross-Collateralized Mortgage Loan
or applies to only specific Mortgaged Properties included in such portfolio
(without regard to this paragraph), then the applicable Material Breach or
Material Document Defect (as the case may be) will be deemed to constitute a
Material Breach or Material Document Defect (as the case may be) as to any
related Cross-Collateralized Mortgage Loan and to each other Mortgaged Property
included in such portfolio and the Seller shall repurchase or substitute for any
related Cross-Collateralized Mortgage Loan in the manner described above unless,
in the case of a Material Breach or Material Document Defect, both of the
following conditions would be satisfied if the Seller were to repurchase or
substitute for only the affected Cross-Collateralized Mortgage Loans or affected
Mortgaged Properties as to which a Material Breach or Material Document Defect
had occurred without regard to this paragraph: (i) the debt service coverage
ratio for any remaining Cross-Collateralized Mortgage Loans or Mortgaged
Properties for the four calendar quarters immediately preceding the repurchase
or substitution is not less than the greater of (a) the debt service coverage
ratio immediately prior to the repurchase, (b) the debt service coverage ratio
on the Closing Date, and (c) 1.25x and (ii) the loan-to-value ratio for any
remaining Cross-Collateralized Mortgage Loans or Mortgaged Properties is not
greater than the lesser of (a) the loan-to-value ratio immediately prior to the
repurchase, (b) the loan-to-value ratio on the Closing Date, and (c) 75%. In the
event that both of the conditions set forth in the preceding sentence would be
satisfied, the Seller may elect either to repurchase or substitute for only the
affected Cross-Collateralized Mortgage Loan or Mortgaged Properties as to which
the Material Breach or Material Document Defect exists or to repurchase or
substitute for the aggregate Cross-Collateralized Mortgage Loans or Mortgaged
Properties.

               To the extent that the Seller repurchases or substitutes for an
affected Cross-Collateralized Mortgage Loan or Mortgaged Property in the manner
prescribed above while the Trustee continues to hold any related
Cross-Collateralized Mortgage Loans, the Seller and the Depositor shall either
uncross the repurchased Cross-Collateralized Mortgage Loan or affected Mortgaged
Property or, in the case of a Cross-Collateralized Mortgage Loan, forbear from
enforcing any remedies against the other's Primary Collateral (as defined
below), but each is permitted to exercise remedies against the Primary
Collateral securing its respective affected Cross-Collateralized Mortgage Loans
or Mortgaged Properties, including, with respect to the Trustee, the Primary
Collateral securing Mortgage Loans still held by the Trustee, so long as such
exercise does not impair the ability of the other party to exercise its remedies
against its Primary Collateral. If the exercise of remedies by one party would
impair the ability of the other party to exercise its remedies with respect to
the Primary Collateral securing the Cross-Collateralized Mortgage Loans or
Mortgaged Properties held by such party, then both parties shall forbear from
exercising such remedies until the related Mortgage Loan documents can be
modified to remove the threat of impairment as a result of the exercise of
remedies. "Primary Collateral" shall mean the Mortgaged Property directly
securing a Cross-Collateralized Mortgage Loan excluding, however, any Mortgaged
Property as to which the related lien may only be foreclosed upon by exercise of
cross-collateralization of such loans.

               Whenever one or more mortgage loans are substituted for a
Defective Mortgage Loan as contemplated by this Section 4(c), the Seller shall
(i) deliver the related Mortgage File for each such substitute mortgage loan to
the Purchaser or its designee, (ii) certify that such substitute mortgage loan
satisfies or such substitute mortgage loans satisfy, as the case may be, all of
the requirements of the definition of "Qualifying Substitute Mortgage Loan" set
forth in the Pooling and Servicing Agreement and (iii) send such certification
to the Purchaser or its designee. No mortgage loan may be substituted for a
Defective Mortgage Loan as contemplated by this Section 4(c) if the Defective
Mortgage Loan to be replaced was itself a Replacement Mortgage Loan, in which
case, absent correction or cure, in all material respects, of the relevant
Material Breach or Material Document Defect, the Defective Mortgage Loan will be
required to be repurchased as contemplated hereby. Monthly Payments due with
respect to each Replacement Mortgage Loan (if any) after the related date of
substitution, and Monthly Payments due with respect to each Defective Mortgage
Loan (if any) after the Cut-off Date (or, in the case of a Replacement Mortgage
Loan, after the date on which it is added to the Trust Fund) and on or prior to
the related date of repurchase or replacement, shall belong to the Purchaser and
its successors and assigns. Monthly Payments due with respect to each
Replacement Mortgage Loan (if any) on or prior to the related date of
substitution, and Monthly Payments due with respect to each Defective Mortgage
Loan (if any) after the related date of repurchase or replacement, shall belong
to the Seller.

               If any Defective Mortgage Loan is to be repurchased or replaced
as contemplated by this Section 4, the Seller shall amend the Mortgage Loan
Schedule attached to this Agreement to reflect the removal of the Defective
Mortgage Loan and, if applicable, the substitution of the related Replacement
Mortgage Loan(s) and shall forward such amended schedule to the Purchaser.

               Except as set forth in Section 4(f), it is understood and agreed
that the obligations of the Seller set forth in this Section 4(c) to cure a
Material Breach or a Material Document Defect or repurchase or replace the
related Defective Mortgage Loan(s), constitute the sole remedies available to
the Purchaser with respect to any Breach or Document Defect.

               It shall be a condition to any repurchase or replacement of a
Defective Mortgage Loan by the Seller pursuant to this Section 4(c) that the
Purchaser shall have executed and delivered such instruments of transfer or
assignment then presented to it by the Seller, in each case without recourse, as
shall be necessary to vest in the Seller the legal and beneficial ownership of
such Defective 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.

               (d) Subject to the specific delivery requirements set forth in
the Pooling and Servicing Agreement, if the Seller cannot deliver on the Closing
Date any document that is required to be part of the Mortgage File for any
Mortgage Loan, then:

               (i) the Seller shall use diligent, good faith and commercially
        reasonable efforts from and after the Closing Date to obtain, and
        deliver to the Purchaser or its designee, all documents missing from
        such Mortgage File that were required to be delivered by the Seller;

               (ii) the Seller shall provide the Purchaser with periodic reports
        regarding its efforts to complete such Mortgage File, such reports to be
        made on the 90th day following the Closing Date and every 90 days
        thereafter until the Seller has delivered to the Purchaser or its
        designee all documents required to be delivered by the Seller as part of
        such Mortgage File;

               (iii) upon receipt by the Seller from the Purchaser or its
        designee of any notice of any remaining deficiencies to such Mortgage
        File as of the 90th day following the Closing Date, the Seller shall
        reconfirm its obligation to complete such Mortgage File and to correct
        all deficiencies associated therewith, and, if it fails to do so within
        45 days after its receipt of such notice, the Seller shall deliver to
        the Purchaser or its designee a limited power of attorney (in a form
        reasonably acceptable to the Seller and the Purchaser) permitting the
        Purchaser or its designee to execute all endorsements (without recourse)
        and to execute and, to the extent contemplated by the Pooling and
        Servicing Agreement, record all instruments or transfer and assignment
        with respect to the subject Mortgage Loan, together with funds
        reasonably estimated by the Purchaser to be necessary to cover the costs
        of such recordation;

               (iv) the Seller shall reimburse the Purchaser and all parties
        under the Pooling and Servicing Agreement for any out-of-pocket costs
         and expenses resulting from the Seller's failure to deliver all
        documents required to be part of such Mortgage File; and

               (v) the Seller shall otherwise use commercially reasonable
        efforts to cooperate with the Purchaser and any parties under the
        Pooling and Servicing Agreement in any remedial efforts for which a
        Document Defect with respect to such Mortgage File would otherwise cause
        a delay.

               (e) For so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the Purchaser (or
with respect to any serviced Companion Loan that is deposited into another
securitization, the depositor for such other securitization) and the Trustee
with any Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure
set forth next to the Purchaser's name on the schedules pertaining to
information required by Regulation AB attached to the Pooling and Servicing
Agreement, within the time periods set forth in Article XI of the Pooling and
Servicing Agreement.

               (f) With respect to any action taken concerning "due-on-sale" or
a "due-on-encumbrance" clause as set forth in Section 3.08(a) of the Pooling and
Servicing Agreement or a defeasance, any fees or expenses related thereto,
including any fee charged by a Rating Agency that is rendering a written
confirmation, to the extent that the related Mortgage Loan documents do not
permit the lender to require payment of such fees and expenses from the
Mortgagor and the Master Servicer or the Special Servicer, as applicable, has
requested that the related Mortgagor pay such fees and expenses and such
Mortgagor refuses to do so, shall be paid by the Seller.

               SECTION 5. Representations, Warranties and Covenants of the
Purchaser.

               The Purchaser, as of the Closing Date, hereby represents and
warrants to, and covenants with, the Seller that:

               (i) The Purchaser is a corporation, duly organized, validly
        existing and in good standing under the laws of the State of Delaware.

               (ii) No consent, approval, authorization or order of, or filing
        or registration with, any state or federal court or governmental agency
        or body is required for the consummation by the Purchaser of the
        transactions contemplated herein, except for those consents, approvals,
        authorizations or orders that previously have been obtained and those
        filings and registrations that previously have been completed, and
        except for those filings of Mortgage Loan documents and assignments
        thereof that are contemplated by the Pooling and Servicing Agreement to
        be completed after the Closing Date.

               (iii) The execution and delivery of this Agreement by the
        Purchaser, and the performance and compliance with the terms of this
        agreement by the Purchaser, will not violate the Purchaser's certificate
        of incorporation or by-laws or constitute a default (or an event which,
        with notice or lapse of time, or both, would constitute a default)
        under, or result in the breach of, any material agreement or other
        instrument to which it is a party or which is applicable to it or any of
        its assets.

               (iv) The Purchaser has the full power and authority to enter into
        and consummate all transactions contemplated by this Agreement, has duly
        authorized the execution, delivery and performance of this Agreement,
        and has duly executed and delivered this Agreement.

               (v) This Agreement, assuming due authorization, execution and
        delivery by the Seller, constitutes a valid, legal and binding
        obligation of the Purchaser, enforceable against the Purchaser in
        accordance with the terms hereof, subject to (A) applicable bankruptcy,
        insolvency, reorganization, moratorium and other laws affecting the
        enforcement of creditors' rights generally, and (B) general principles
        of equity, regardless of whether such enforcement is considered in a
        proceeding in equity or at law.

               (vi) The Purchaser is not in violation of, and its execution and
        delivery of this Agreement and its performance and compliance with the
        terms of this Agreement will not constitute a violation of, any law, any
        order or decree of any court or arbiter, or any order, regulation or
        demand of any federal, state or local governmental or regulatory
        authority, which violation, in the Purchaser's good faith and reasonable
        judgment, is likely to affect materially and adversely either the
        ability of the Purchaser to perform its obligations under this Agreement
        or the financial condition of the Purchaser.

               (vii) No litigation is pending with regard to which the Purchaser
        has received service of process or, to the best of the Purchaser's
        knowledge, threatened against the Purchaser which would prohibit the
        Purchaser from entering into this Agreement or, in the Purchaser's good
        faith and reasonable judgment, is likely to materially and adversely
        affect either the ability of the Purchaser to perform its obligations
         under this Agreement or the financial condition of the Purchaser.

               (viii) The Purchaser has not dealt with any broker, investment
        banker, agent or other person, other than the Underwriters and their
        affiliates, that may be entitled to any commission or compensation in
        connection with the sale of the Mortgage Loans or the consummation of
        any of the transactions contemplated hereby.

               SECTION 6. Accountants' Letters.

               The parties hereto shall cooperate with Ernst & Young, LLP (the
"Accountants") in making available all information and taking all steps
reasonably necessary to permit the Accountants to deliver the letters required
by the Underwriting Agreement.

               SECTION 7. Closing.

               The closing of the sale of the Mortgage Loans (the "Closing")
shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West
Trade Street, Suite 2400, Charlotte, North Carolina 28202 at 10:00 a.m.,
Charlotte time, on the Closing Date.

               The Closing shall be subject to each of the following conditions,
which can only be waived or modified by mutual consent of the parties hereto.

               (i) All of the representations and warranties of the Seller and
        of the Purchaser specified in Sections 4 and 5 hereof shall be true and
        correct as of the Closing Date;

               (ii) All documents specified in Section 8 of this Agreement (the
        "Closing Documents"), in such forms as are agreed upon and reasonably
        acceptable to the Purchaser and Seller, shall be duly executed and
        delivered by all signatories as required pursuant to the respective
        terms thereof;

               (iii) The Seller shall have delivered and released to the
        Purchaser, the Trustee or a Custodian, or the Master Servicer shall have
        received to hold in trust pursuant to the Pooling and Servicing
        Agreement, as the case may be, all documents and funds required to be so
        delivered pursuant to Sections 2(c), 2(d) and 2(e) hereof;

               (iv) The result of any examination of the Mortgage Files and
        Servicing Files for the Mortgage Loans performed by or on behalf of the
        Purchaser pursuant to Section 3 hereof shall be satisfactory to the
        Purchaser in its reasonable determination;

               (v) All other terms and conditions of this Agreement required to
        be complied with on or before the Closing Date shall have been complied
        with, and 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;

               (vi) The Seller (or an affiliate thereof) shall have paid or
        agreed to pay all fees, costs and expenses payable to the Purchaser or
        otherwise pursuant to this Agreement; and

               (vii) Neither the Certificate Purchase Agreement nor the
        Underwriting Agreement shall have been terminated in accordance with its
        terms.

               Both parties agree to use their commercially reasonable 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.

               (a) The Closing Documents shall consist of the following, and can
only be waived and modified by mutual consent of the parties hereto:

                (b) This Agreement, duly executed and delivered by the Purchaser
and the Seller, and the Pooling and Servicing Agreement, duly executed and
delivered by the Purchaser and all the other parties thereto; and

               (c) An Officer's Certificate executed by an authorized officer of
the Seller, in his or her individual capacity, and dated the Closing Date, upon
which the Underwriters and BACM may rely, attaching thereto as exhibits the
organizational documents of the Seller; and

               (d) Certificate of good standing regarding the Seller from the
Secretary of the State of New York , dated not earlier than 30 days prior to the
Closing Date; and

               (e) A certificate of the Seller, executed by an executive officer
or authorized signatory of the Seller and dated the Closing Date, and upon which
the Purchaser, the Underwriters and the Initial Purchasers may rely to the
effect that (i) the representations and warranties of the Seller in the
Agreement are true and correct in all material respects at and as of the date
hereof with the same effect as if made on the date hereof, and (ii) the Seller
has, in all material respects, complied with all the agreements and satisfied
all the conditions on its part required under the Agreement to be performed or
satisfied at or prior to the date hereof; and

               (f) A written opinion of counsel for the Seller, subject to such
reasonable assumptions and qualifications as may be requested by counsel for the
Seller each as reasonably acceptable to counsel for the Purchaser, the
Underwriters and the Initial Purchasers, dated the Closing Date and addressed to
the Purchaser, the Underwriters, the Trustee, the Initial Purchasers and each
Rating Agency; and

               (g) Any other opinions of counsel for the Seller reasonably
requested by the Rating Agencies in connection with the issuance of the
Certificates; and

               (h) Such further certificates, opinions and documents as the
Purchaser may reasonably request; and

                (i) The Indemnification Agreement, duly executed by the
respective parties thereto; and

               (j) One or more comfort letters from the Accountants dated the
date of any preliminary Prospectus Supplement, Prospectus Supplement and
Memorandum, respectively, and addressed to, and in form and substance acceptable
to the Purchaser and the Underwriters in the case of the preliminary Prospectus
Supplement and the Prospectus Supplement and to the Purchaser and the Initial
Purchasers in the case of the Memorandum stating in effect that, using the
assumptions and methodology used by the Purchaser, all of which shall be
described in such letters, they have recalculated such numbers and percentages
relating to the Mortgage Loans set forth in any preliminary Prospectus
Supplement, the Prospectus Supplement and the Memorandum, compared the results
of their calculations to the corresponding items in any preliminary Prospectus
Supplement, the Prospectus Supplement and the Memorandum, respectively, and
found each such number and percentage set forth in any preliminary Prospectus
Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in
agreement with the results of such calculations.

               SECTION 9. Costs.

               The parties hereto acknowledge that all costs and expenses
(including the fees of the attorneys) incurred in connection with the
transactions contemplated hereunder (including without limitation, the issuance
of the Certificates as contemplated by the Pooling and Servicing Agreement)
shall be allocated and as set forth in a separate writing between the parties.

               SECTION 10. Notices.

               All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered to
or mailed, by registered mail, postage prepaid, by overnight mail or courier
service, or transmitted by facsimile and confirmed by a similar mailed writing,
if to the Purchaser, addressed to Banc of America Commercial Mortgage Inc., 214
North Tryon Street, NC1-027-22-03, Charlotte, North Carolina 28255, Attention:
Stephen Hogue, telecopy number: (704) 386-1094 (with copies to Paul E. Kurzeja,
Esq., Assistant General Counsel, at Bank of America Corporate Center, 101 South
Tryon Street, 30th Floor, NC1-002-29-01, Charlotte, North Carolina 28255 and to
Henry A. LaBrun, Esq., Cadwalader, Wickersham & Taft LLP, 227 West Trade Street,
Suite 2400, Charlotte, North Carolina 28202), or such other address as may
hereafter be furnished to the Seller in writing by the Purchaser; if to the
Seller, addressed to Bear Stearns Commercial Mortgage, Inc., addressed to Bear
Stearns Commercial Mortgage, Inc., 383 Madison Avenue, New York, New York 10179,
Attention: J. Christopher Hoeffel, Senior Managing Director, Commercial Mortgage
Department, telecopy number: (212) 272-7047 (with copies to Joseph J. Jurkowski,
Jr., Managing Director, Legal Department) telecopy number: (917) 849-1179, or to
such other addresses as may hereafter be furnished to the Purchaser by the
Seller in writing.

               SECTION 11. Representations, Warranties and Agreements to Survive
Delivery.

               All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser or, at the direction of the Purchaser, to the Trustee.

               SECTION 12. Severability of Provisions.

               Any part, provision, representation, warranty or covenant of this
Agreement that is prohibited or which is held to be void or unenforceable shall
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any particular
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

               SECTION 13. Counterparts.

               This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

               SECTION 14. GOVERNING LAW.

               THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED UNDER
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES
(OTHER THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW,
PURSUANT TO WHICH THE PARTIES HERETO HAVE CHOSEN THE LAWS OF THE STATE OF NEW
YORK AS THE GOVERNING LAW OF THIS AGREEMENT). TO THE FULLEST EXTENT PERMITTED
UNDER APPLICABLE LAW, EACH OF THE PURCHASER AND THE SELLER HEREBY IRREVOCABLY
(I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING
IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS
AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING
MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III)
WAIVES, TO THE FULLEST POSSIBLE EXTENT, THE DEFENSE OF AN INCONVENIENT FORUM;
AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW.

               SECTION 15. Further Assurances.

               The Seller and the Purchaser agree to execute and deliver such
instruments and take such further actions as the other party may, from time to
time, reasonably request in order to effectuate the purposes and to carry out
the terms of this Agreement.

               SECTION 16. Successors and Assigns.

                The rights and obligations of the Seller under this Agreement
shall not be assigned by the Seller without the prior written consent of the
Purchaser, except that any person into which the Seller may be merged or
consolidated, or any corporation or other entity resulting from any merger,
conversion or consolidation to which the Seller is a party, or any person
succeeding to all or substantially all of the business of the Seller, shall be
the successor to the Seller hereunder. In connection with its transfer of the
Mortgage Loans to the Trust as contemplated by the recitals hereto, the
Purchaser shall have the right to assign its rights and obligations under this
Agreement to the Trustee for the benefit of the Certificateholders. To the
extent of any such assignment, the Trustee or its designee (including, without
limitation, the Special Servicer) shall be deemed to be the Purchaser hereunder
with the right for the benefit of the Certificateholders to enforce the
obligations of the Seller under this Agreement as contemplated by Section 2.03
of the Pooling and Servicing Agreement. In connection with the transfer of any
Mortgage Loan by the Trust as contemplated by the terms of the Pooling and
Servicing Agreement, the Trustee, for the benefit of the Certificateholders, is
expressly authorized to assign its rights and obligations under this Agreement,
in whole or in part, to the transferee of such Mortgage Loan. To the extent of
any such assignment, such transferee shall be deemed to be the Purchaser
hereunder (but solely with respect to such Mortgage Loan that was transferred to
it). Subject to the foregoing, this Agreement shall bind and inure to the
benefit of and be enforceable by the Seller, the Purchaser, and their permitted
successors and assigns.

                SECTION 17. Amendments.

               No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by a duly authorized
officer of the party against whom such waiver or modification is sought to be
enforced.

               SECTION 18. Intention Regarding Conveyance of Mortgage Loans.

               The parties hereto intend that the conveyance by the Seller
agreed to be made hereby shall be, and be construed as a sale by the Seller of
all of the Seller's right, title and interest in and to the Mortgage Loans. It
is, further, not intended that such conveyance be deemed a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller, as the case may be. However, in the event that
notwithstanding the intent of the parties, the Mortgage Loans are held to be
property of the Seller, or if for any reason this Agreement is held or deemed to
create a security interest in the Mortgage Loans, then it is intended that, (i)
this Agreement shall also be deemed to be a security agreement within the
meaning of Article 9 of the New York Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction; and (ii) the conveyance
provided for in this Section shall be deemed to be a grant by the Seller to the
Purchaser of a security interest in all of its right (including the power to
convey title thereto), title and interest, whether now owned or hereafter
acquired, in and to (A) the Mortgage Notes, the Mortgages, any related insurance
policies and all other documents in the related Mortgage Files, (B) all amounts
payable to the holders of the Mortgage Loans in accordance with the terms
thereof (other then scheduled payments of interest and principal due on or
before the Cut-off Date) and (C) all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property, whether in the form of cash, instruments, securities or other
property. 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. In connection
herewith, the Purchaser shall have all of the rights and remedies of a secured
party and creditor under the Uniform Commercial Code as in force in the relevant
jurisdiction.

               SECTION 19. Cross-Collateralized Mortgage Loans.

               Notwithstanding anything herein to the contrary, it is hereby
acknowledged that certain groups of Mortgage Loans are, in the case of each such
particular group of Mortgage Loan (each a "Cross-Collateralized Group"), by
their terms, cross-defaulted and cross-collateralized. Each Cross-Collateralized
Group is identified on the Mortgage Loan Schedule. For purposes of reference,
the Mortgaged Property that relates or corresponds to any of the Mortgage Loans
referred to in this Section 19 shall be the property identified in the Mortgage
Loan Schedule as corresponding thereto. The provisions of this Agreement,
including without limitation, each of the representations and warranties set
forth in Schedule II hereto and each of the capitalized terms used but not
defined herein but defined in the Pooling and Servicing Agreement, shall be
interpreted in a manner consistent with this Section 19. In addition, if there
exists with respect to any Cross-Collateralized Group only one original of any
document referred to in the definition of "Mortgage File" in the Pooling and
Servicing Agreement and covering all the Mortgage Loans in such
Cross-Collateralized Group, then the inclusion of the original of such document
in the Mortgage File for any of the Mortgage Loans in such Cross-Collateralized
Group shall be deemed an inclusion of such original in the Mortgage File for
each such Mortgage Loan. "Cross-Collateralized Mortgage Loan" shall mean any
Mortgage Loan that is cross-collateralized and cross-defaulted with one or more
other Mortgage Loans.

               SECTION 20. Entire Agreement.

               Except as specifically stated otherwise herein, this Agreement
sets forth the entire understanding of the parties relating to the subject
matter hereof, and all prior understandings, written or oral, are superseded by
this Agreement. This Agreement may not be modified, amended, waived or
supplemented except as provided herein.

               SECTION 21. WAIVER OF TRIAL BY JURY.

               THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED
BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

               SECTION 22. Miscellaneous.

               Notwithstanding any contrary provision of this Agreement or the
Pooling and Servicing Agreement, the Purchaser shall not consent to any
amendment of the Pooling and Servicing Agreement which will increase the
obligations of, or otherwise materially adversely affect the Seller without the
consent of the Seller.


                   [SIGNATURES COMMENCE ON THE FOLLOWING PAGE]

<PAGE>


               IN WITNESS WHEREOF, the Seller and the Purchaser have caused
their names to be signed hereto by their respective duly authorized officers as
of the date first above written.


                                            BEAR STEARNS COMMERCIAL
                                               MORTGAGE, INC.



                                            By:    /s/ Richard A. Ruffer Jr.
                                               -------------------------------
                                               Name:   Richard A. Ruffer Jr.
                                               Title: Senior Managing Director



                                             BANC OF AMERICA COMMERCIAL
                                               MORTGAGE INC.



                                            By:   /s/ John S. Palmer
                                               -------------------------------
                                               Name:   John S. Palmer
                                               Title: Vice President

<PAGE>


                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE

<TABLE>
<CAPTION>

            Loan
Sequence    Number       Loan Seller                       Property Name                              Street Address
--------    -------    ---------------    -----------------------------------------      ---------------------------------