MM MORTGAGE LOAN PURCHASE AGREEMENT

EXHIBIT 99.5

MORTGAGE LOAN PURCHASE AGREEMENT
(MASS MUTUAL LOANS)

Mortgage Loan Purchase Agreement (this "Agreement"), dated as of
December 1, 2006, between Massachusetts Mutual Life Insurance Company (the
"Seller"), and Morgan Stanley Capital I Inc. (the "Purchaser").

The Seller agrees to sell, and the Purchaser agrees to purchase,
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of December 1, 2006, between the Purchaser, as
depositor, Capmark Finance Inc. as General Master Servicer, Prudential Asset
Resources, Inc. as Prudential Master Servicer, ARCap Servicing, Inc., as Special
Servicer, LaSalle Bank National Association as Paying Agent and Certificate
Registrar and Wells Fargo Bank, N.A. as Trustee. In exchange for the Mortgage
Loans and certain other mortgage loans (the "Other Mortgage Loans") to be
purchased by the Purchaser, the Trust will issue to the Depositor pass-through
certificates to be known as Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2006-IQ12 (the "Certificates"). The
Certificates will be issued pursuant to the Pooling and Servicing Agreement.

Capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement.

The Class A-1, Class A-1A, Class A-2, Class A-NM, Class A-3,
Class A-AB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E
and Class F Certificates (the "Public Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated, LaSalle Financial Services, Inc,
Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner and Smith
Incorporated and SunTrust Capital Markets, Inc. (collectively, the
"Underwriters"), pursuant to an Underwriting Agreement, between the Purchaser
and the Underwriters, dated December 14, 2006 (the "Underwriting Agreement"),
and the Class X-1, Class X-2, Class X-W, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class EI, Class
R-I, Class R-II and Class R-III Certificates (collectively, the "Private
Certificates") will be sold by the Purchaser to Morgan Stanley & Co.
Incorporated (in such capacity, the "Initial Purchaser") pursuant to a
Certificate Purchase Agreement, between the Purchaser and the Initial Purchaser,
dated December 14, 2006 (the "Certificate Purchase Agreement"). The Underwriters
will offer the Public Certificates for sale publicly pursuant to a Prospectus
dated December 6, 2006, as supplemented by a Prospectus Supplement dated
December 14, 2006 (together, the "Prospectus Supplement"), and the Initial
Purchaser will offer the Private Certificates (other than the Class EI, Class
R-I, Class R-II and Class R-III Certificates) for sale in transactions exempt
from the registration requirements of the Securities Act of 1933 pursuant to a
Private Placement Memorandum, dated as of December 14, 2006 (the "Memorandum").

In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby 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 1, as such schedule may
be amended to reflect the actual Mortgage Loans accepted by the Purchaser
pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage
Loan is such Mortgage Loan's Due Date in the month of December 2006. The
Mortgage Loans and the Other Mortgage Loans will have an aggregate principal
balance as of the close of business on the Cut-Off Date, after giving effect to
any payments due on or before such date, whether or not received, of
$2,730,307,529. The sale of the Mortgage Loans shall take place on December 21,
2006 or such other date as shall be mutually acceptable to the parties hereto
(the "Closing Date"). The purchase price to be paid by the Purchaser for the
Mortgage Loans shall equal the amount set forth as such purchase price on
Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire
transfer in immediately available funds on the Closing Date.

On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 15), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 15).

Section 2. Conveyance of Mortgage Loans. Effective as of the
Closing Date, subject only to receipt of the consideration referred to in
Section 1 hereof and the satisfaction of the conditions specified in Sections 6
and 7 hereof, the Seller does hereby transfer, assign, set over and otherwise
convey to the Purchaser, without recourse, all the right, title and interest of
the Seller in and to the Mortgage Loans, except as set forth in a Servicing
Rights Purchase Agreement, dated December 21, 2006, which will be executed by
the Seller and the General Master Servicer, identified on the Mortgage Loan
Schedule as of the Closing Date. The Mortgage Loan Schedule, as it may be
amended from time to time on or prior to the Closing Date, shall conform to the
requirements of this Agreement and the Pooling and Servicing Agreement. In
connection with such transfer and assignment, the Seller shall deliver to or on
behalf of the Trustee, on behalf of the Purchaser, on or prior to the Closing
Date, the Mortgage Note (as described in clause (a) below) for each Mortgage
Loan and on or prior to the fifth Business Day after the Closing Date, five
limited powers of attorney substantially in the form attached hereto as Exhibit
5 in favor of the Trustee, the applicable Master Servicer and the Special
Servicer to empower the Trustee, the applicable Master Servicer and, in the
event of the failure or incapacity of the Trustee and the applicable Master
Servicer, the Special Servicer, to submit for recording, at the expense of the
Seller, any mortgage loan documents required to be recorded as described in the
Pooling and Servicing Agreement and any intervening assignments with evidence of
recording thereon that are required to be included in the Mortgage Files (so
long as original counterparts have previously been delivered to the Trustee).
The Seller agrees to reasonably cooperate with the Trustee, the applicable
Master Servicer and the Special Servicer in connection with any additional
powers of attorney or revisions thereto that are requested by such parties for
purposes of such recordation. The parties hereto agree that no such power of
attorney shall be used with respect to any Mortgage Loan by or under
authorization by any party hereto except to the extent that the absence of a
document described in the second preceding sentence with respect to such
Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180
days following the delivery of notice of such absence to the Seller, but in no
event earlier than 18 months from the Closing Date, and (ii) the date (if any)
on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall submit such documents for recording, at the Seller's expense,
after the periods set forth above; provided, however, the Trustee shall not
submit such assignments for recording if the Seller produces evidence that it
has sent any such assignment for recording and certifies that the Seller is
awaiting its return from the applicable recording office. In addition, not later
than the 30th day following the Closing Date, the Seller shall deliver to or on
behalf of the Trustee each of the remaining documents or instruments specified
below (with such exceptions as are permitted by this Section) with respect to
each Mortgage Loan (each, a "Mortgage File"). (The Seller acknowledges that the
term "without recourse" does not modify the duties of the Seller under Section 5
hereof.)

All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

(a) The original Mortgage Note bearing all intervening
endorsements, endorsed in blank or endorsed "Pay to the order of Wells Fargo
Bank, N.A., as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2006-IQ12, without recourse, representation or
warranty" or if the original Mortgage Note is not included therein, then a lost
note affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

(b) The original Mortgage, with evidence of recording thereon,
and, if the Mortgage was executed pursuant to a power of attorney, a certified
true copy of the power of attorney certified by the public recorder's office,
with evidence of recording thereon (if recording is customary in the
jurisdiction in which such power of attorney was executed), or certified by a
title insurance company or escrow company to be a true copy thereof; provided
that if such original Mortgage cannot be delivered with evidence of recording
thereon on or prior to the 90th day following the Closing Date because of a
delay caused by the public recording office where such original Mortgage has
been delivered for recordation or because such original Mortgage has been lost,
the Seller shall deliver or cause to be delivered to the Trustee a true and
correct copy of such Mortgage, together with (i) in the case of a delay caused
by the public recording office, an Officer's Certificate (as defined below) of
the Seller stating that such original Mortgage has been sent to the appropriate
public recording official for recordation or (ii) in the case of an original
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such Mortgage is recorded that such
copy is a true and complete copy of the original recorded Mortgage;

(c) The originals of all agreements modifying a Money Term or
other material modification, consolidation and extension agreements, if any,
with evidence of recording thereon (if applicable) or if such original
modification, consolidation and extension agreements have been delivered to the
appropriate recording office for recordation and either has not yet been
returned on or prior to the 90th day following the Closing Date with evidence of
recordation thereon or has been lost after recordation, true copies of such
modifications, consolidations and extensions certified by the Seller together
with (i) in the case of a delay caused by the public recording office, an
Officer's Certificate of the Seller stating that such original modification,
consolidation or extension agreement has been dispatched or sent to the
appropriate public recording official for recordation or (ii) in the case of an
original modification, consolidation or extension agreement that has been lost
after recordation, a certification by the appropriate county recording office
where such document is recorded that such a copy is a true and complete copy of
the original recorded modification, consolidation or extension agreement, and
the originals of all assumption agreements, if any;

(d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording (except for recording information
not yet available if the instrument being recorded has not been returned from
the applicable recording office), signed by the holder of record in blank or in
favor of "Wells Fargo Bank, N.A., as Trustee for Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2006-IQ12";

(e) Originals of all intervening assignments of Mortgage, if any,
with evidence of recording thereon or, if such original assignments of Mortgage
have been delivered to the appropriate recorder's office for recordation,
certified true copies of such assignments of Mortgage certified by the Seller,
or, in the case of an original blanket intervening assignment of Mortgage
retained by the Seller, a copy thereof certified by the Seller or, if any
original intervening assignment of Mortgage has not yet been returned on or
prior to the 90th day following the Closing Date from the applicable recording
office or has been lost, a true and correct copy thereof, together with (i) in
the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original intervening assignment of
Mortgage has been sent to the appropriate public recording official for
recordation or (ii) in the case of an original intervening assignment of
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such assignment is recorded that such
copy is a true and complete copy of the original recorded intervening assignment
of Mortgage;

(f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or certified by a title insurance company or escrow company to be a true
copy thereof; provided that if such Assignment of Leases has not been returned
on or prior to the 90th day following the Closing Date because of a delay caused
by the applicable public recording office where such Assignment of Leases has
been delivered for recordation or because such original Assignment of Leases has
been lost, the Seller shall deliver or cause to be delivered to the Trustee a
true and correct copy of such Assignment of Leases submitted for recording,
together with, (i) in the case of a delay caused by the public recording office,
an Officer's Certificate (as defined below) of the Seller stating that such
Assignment of Leases has been sent to the appropriate public recording official
for recordation or (ii) in the case of an original Assignment of Leases that has
been lost after recordation, a certification by the appropriate county recording
office where such Assignment of Leases is recorded that such copy is a true and
complete copy of the original recorded Assignment of Leases, in each case
together with an original assignment of such Assignment of Leases, in recordable
form (except for recording information not yet available if the instrument being
recorded has not been returned from the applicable recording office), signed by
the holder of record in favor of "Wells Fargo Bank, N.A., as Trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2006-IQ12," which assignment may be effected in the related Assignment of
Mortgage;

(g) The original or a copy of each guaranty, if any, constituting
additional security for the repayment of such Mortgage Loan;

(h) The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, a binder, actual
"marked-up" title commitment, pro forma policy, or an agreement to provide any
of the foregoing pursuant to binding escrow instructions executed by the title
company or its authorized agent with the original Title Insurance Policy to
follow within 180 days of the Closing Date, or a copy of any of the foregoing
certified by the title company with the original Title Insurance Policy to
follow within 180 days of the Closing Date, or a preliminary title report with
the original Title Insurance Policy to follow within 180 days of the Closing
Date;

(i) (A) Copies of UCC financing statements (together with all
assignments thereof) filed in connection with the Mortgage Loan and (B) UCC-2 or
UCC-3 financing statements assigning such UCC financing statements to the
Trustee delivered in connection with the Mortgage Loan;

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

(k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements, if any, related to any Mortgage Loan;

(l) Either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan (other than letters of
credit representing tenant security deposits which have been collaterally
assigned to the lender), which shall be assigned and delivered to the Trustee on
behalf of the Trust with a copy to be held by the Primary Servicer (or the
Master Servicer), and applied, drawn, reduced or released in accordance with
documents evidencing or securing the applicable Mortgage Loan, the Pooling and
Servicing Agreement and the applicable Primary Servicing Agreement or (B) the
original of each letter of credit, if any, constituting additional collateral
for such Mortgage Loan (other than letters of credit representing tenant
security deposits which have been collaterally assigned to the lender), which
shall be assigned to and held by the Primary Servicer (or the Master Servicer)
on behalf of the Trustee, with a copy to be held by the Trustee, and applied,
drawn, reduced or released in accordance with documents evidencing or securing
the applicable Mortgage Loan, the Pooling and Servicing Agreement and the
applicable Primary Servicing Agreement (it being understood that the Seller has
agreed (a) that the proceeds of such letter of credit belong to the Trust, (b)
to notify, on or before the Closing Date, the bank issuing the letter of credit
that the letter of credit and the proceeds thereof belong to the Trust, and to
use reasonable efforts to obtain within 30 days (but in any event to obtain
within 90 days) following the Closing Date, an acknowledgement thereof by the
bank (with a copy of such acknowledgement to be sent to the Trustee) and (c) to
indemnify the Trust for any liabilities, charges, costs, fees or other expenses
accruing from the failure of the Seller to assign the letter of credit
hereunder). In the case of clause (B) above, any letter of credit held by the
Primary Servicer (or Master Servicer) shall be held in its capacity as agent of
the Trust, and if the applicable Primary Servicer (or Master Servicer) has
agreed to assign the applicable letter of credit to the Trust or at the
direction of the Special Servicer to such party as the Special Servicer may
instruct in the event a successor to the party holding such letter of credit is
appointed pursuant to the related Primary Servicing Agreement or the Pooling and
Servicing Agreement, as applicable, in each case, at the expense of the
predecessor Primary Servicer (or predecessor Master Servicer). The Primary
Servicer (or Master Servicer) has agreed to indemnify the Trust for any loss
caused by the ineffectiveness of such assignment;

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

(n) Copies of third-party management agreements, if any, for all
hotels and for such other Mortgaged Properties with a Cut-Off Date balance equal
to or greater than $20,000,000;

(o) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

(p) A copy of any affidavit and indemnification agreement in
favor of the lender; and

(q) With respect to hospitality properties, a copy of any
franchise agreement, franchise comfort letter and applicable assignment or
transfer documents.

"Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any
Managing Director, any Executive Vice President, any Director, any Senior Vice
President, any Vice President, any Assistant Vice President, any Treasurer, any
Assistant Treasurer, any Secretary or Assistant Secretary.

The Assignment of Mortgage, intervening assignments of Mortgage
and assignment of Assignment of Leases referred to in clauses (d), (e) and (f)
may be in the form of a single instrument assigning the Mortgage and the
Assignment of Leases to the extent permitted by applicable law. To avoid the
unnecessary expense and administrative inconvenience associated with the
execution and recording or filing of multiple assignments of mortgages,
assignments of leases (to the extent separate from the mortgages) and
assignments of UCC financing statements, the Seller shall execute, in accordance
with the third succeeding paragraph, the assignments of mortgages, the
assignments of leases (to the extent separate from the mortgages) and
assignments of UCC financing statements relating to the Mortgage Loans naming
the Trustee on behalf of the Certificateholders as assignee. Notwithstanding the
fact that such assignments of mortgages, assignments of leases (to the extent
separate from the assignments of mortgages) and the assignments of UCC financing
statements shall name the Trustee on behalf of the Certificateholders as the
assignee, the parties hereto acknowledge and agree that the Mortgage Loans shall
for all purposes be deemed to have been transferred from the Seller to the
Purchaser and from the Purchaser to the Trustee on behalf of the
Certificateholders.

If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90-day period, but the Seller delivers a
true and correct copy thereof, to the Trustee as required by such clause, the
Seller shall then deliver within 180 days after the Closing Date such recorded
document (or within such longer period after the Closing Date as the Trustee may
consent to, which consent shall not be withheld so long as the Seller is, as
certified in writing to the Trustee no less than monthly, in good faith
attempting to obtain from the appropriate county recorder's office such original
or photocopy).

The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due on the Mortgage Loan after
the Cut-Off Date, all other payments of principal collected after the Cut-Off
Date (other than scheduled payments of principal due on or before the Cut-Off
Date), and all payments of interest on the Mortgage Loans allocable to the
period commencing on the Cut-Off Date. All scheduled payments of principal and
interest due on or before the Cut-Off Date and collected after the Cut-Off Date
shall belong to the Seller.

Within 45 days following the Closing Date, the Seller shall
deliver and the Purchaser, the Trustee or the agents of either may submit or
cause to be submitted for recordation at the expense of the Seller, in the
appropriate public office for real property records, each assignment referred to
in clauses (d) and (f)(ii) above. Within 45 days following the Closing Date, the
Seller shall deliver and the Purchaser, the Trustee or the agents of either may
submit or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i)(B) above. If any such document or
instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, the Seller shall prepare a substitute therefor or
cure such defect, and the Seller shall, at its own expense (except in the case
of a document or instrument that is lost by the Trustee), record or file, as the
case may be, and deliver such document or instrument in accordance with this
Section 2.

As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the Master Servicer, the Seller will draw on such letter of
credit as directed by the Master Servicer in such notice to the extent the
Seller has the right to do so.

Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans and that
are not required to be a part of the Mortgage File and are reasonably necessary
for the ongoing administration and/or servicing of the applicable Mortgage Loan
(the "Servicing File") shall be delivered by the Seller to the Master Servicer
or the applicable Primary Servicer or Sub-Servicer, on its behalf, on or prior
to the 75th day after the Closing Date.

The Servicing File shall consist of, to the extent required to be
(and actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Borrower/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any draft documents, attorney client
privileged communications, internal correspondence or credit analysis. Each of
the foregoing items shall be delivered in electronic form, to the extent such
document is available in such form and such form is reasonably acceptable to the
Master Servicer.

Upon the sale of the Mortgage Loans by the Seller to the
Purchaser pursuant to this Agreement, the ownership of each Mortgage Note,
Mortgage and the other contents of the related Mortgage File shall be vested in
the Purchaser and its assigns, and the ownership of all records and documents
with respect to the related Mortgage Loan prepared by or that come into the
possession of the Seller shall immediately vest in the Purchaser and its
assigns, and shall be delivered promptly by the Seller to or on behalf of either
the Trustee or the Master Servicer as set forth herein. The Seller's and
Purchaser's records shall reflect the transfer of each Mortgage Loan from the
Seller to the Purchaser and its assigns as a sale.

It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans and related property to the Purchaser by the
Seller as provided in this Section 2 be, and be construed as, an absolute sale
of the Mortgage Loans and related property. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property is held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

(i) this Agreement shall be deemed to be a security agreement;
and

(ii) the conveyance provided for in this Section 2 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, whether now
owned or hereafter acquired, in and to:

(A) All accounts, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit and
investment property consisting of, arising from or relating to
any of the following property: the Mortgage Loans identified on
the Mortgage Loan Schedule, including the related Mortgage Notes,
Mortgages, security agreements, and title, hazard and other
insurance policies, all distributions with respect thereto
described as belonging to the Purchaser in the first paragraph of
this Section 2, all substitute or replacement Mortgage Loans and
all distributions with respect thereto, and the Mortgage Files;

(B) All accounts, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit, investment
property and other rights arising from or by virtue of the
disposition of, or collections with respect to, or insurance
proceeds payable with respect to, or claims against other Persons
with respect to, all or any part of the collateral described in
clause (A) above (including any accrued discount realized on
liquidation of any investment purchased at a discount); and

(C) All cash and non-cash proceeds of the collateral
described in clauses (A) and (B) above.

The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

Notifications to Persons holding such property, and
acknowledgments, receipts, or confirmations from persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or
confirmations from, securities intermediaries, bailees or agents of, or Persons
holding for, the Purchaser or its designee, as applicable, for the purpose of
perfecting such security interest under applicable law.

The Seller shall, to the extent consistent with this Agreement,
take such reasonable actions as requested by Purchaser to ensure that, if this
Agreement were deemed to create a security interest in the property described
above, such security interest would be deemed to be a perfected security
interest of first priority under applicable law and will be maintained as such
throughout the term of the Agreement. In such case, the Seller shall file all
filings necessary to maintain the effectiveness of any original filings
necessary under the Uniform Commercial Code as in effect in any jurisdiction to
perfect such security interest in such property. In connection herewith, 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.

Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

Section 3. Examination of Mortgage Files and Due Diligence
Review. The Seller shall (i) deliver to the Purchaser on or before the Closing
Date a diskette acceptable to the Purchaser that contains such information about
the Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver
to the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool, and (iii)
otherwise cooperate fully with the Purchaser in its examination of the credit
files, underwriting documentation and Mortgage Files for the Mortgage Loans and
its due diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller upon reasonable
prior advance notice during normal business hours and shall not be conducted in
a manner that is disruptive to the Seller's normal business operations. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

The Purchaser may exercise any of its rights hereunder through
one or more designees or agents; provided the Purchaser has provided the Seller
with prior notice of the identity of such designee or agent.

The Purchaser shall keep confidential any information regarding
the Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

Section 4. Representations and Warranties of the Seller and the
Purchaser.

(a) To induce the Purchaser to enter into this Agreement, the
Seller hereby makes for the benefit of the Purchaser and its assigns with
respect to each Mortgage Loan as of the date hereof (or as of such other date
specifically set forth in the particular representation and warranty) each of
the representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

(i) The Seller is duly organized and is validly existing as a
corporation organized and in good standing under the laws of
Massachusetts. The Seller has the requisite power and authority and
legal right to own the Mortgage Loans and to transfer and convey the
Mortgage Loans to the Purchaser and has the requisite power and
authority to execute and deliver, engage in the transactions
contemplated by, and perform and observe the terms and conditions of,
this Agreement.

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

(iii) No consent, approval, authorization or order of,
registration or filing with, or notice to, any governmental authority or
court is required, under federal or state law, for the execution,
delivery and performance of or compliance by the Seller with this
Agreement, or the consummation by the Seller of any transaction
contemplated hereby, other than (1) such qualifications as may be
required under state securities or blue sky laws, (2) the filing or
recording of financing statements, instruments of assignment and other
similar documents necessary in connection with the Seller's sale of the
Mortgage Loans to the Purchaser, (3) such consents, approvals,
authorizations, qualifications, registrations, filings or notices as
have been obtained and (4) where the lack of such consent, approval,
authorization, qualification, registration, filing or notice would not
have a material adverse effect on the performance by the Seller under
this Agreement.

(iv) Neither the transfer of the Mortgage Loans to the Purchaser,
nor the execution, delivery or performance of this Agreement by the
Seller, conflicts or will conflict with, results or will result in a
breach of, or constitutes or will constitute a default under (A) any
term or provision of the Seller's articles of organization or by-laws,
(B) any term or provision of any material agreement, contract,
instrument or indenture to which the Seller is a party or by which it or
any of its assets is bound or results in the creation or imposition of
any lien, charge or encumbrance upon any of its property pursuant to the
terms of any such indenture, mortgage, contract or other instrument,
other than pursuant to this Agreement, or (C) after giving effect to the
consents or taking of the actions contemplated in subsection (iii), any
law, rule, regulation, order, judgment, writ, injunction or decree of
any court or governmental authority having jurisdiction over the Seller
or its assets, except where in any of the instances contemplated by
clauses (B) or (C) above, any conflict, breach or default, or creation
or imposition of any lien, charge or encumbrance, will not have a
material adverse effect on the consummation of the transactions
contemplated hereby by the Seller or materially and adversely affect its
ability to perform its obligations and duties hereunder or result in any
material adverse change in the business, operations, financial
condition, properties or assets of the Seller, or in any material
impairment of the right or ability of the Seller to carry on its
business substantially as now conducted.

(v) There are no actions or proceedings against, or
investigations of, the Seller pending or, to the Seller's knowledge,
threatened in writing against the Seller before any court,
administrative agency or other tribunal, the outcome of which could
reasonably be expected to materially and adversely affect the transfer
of the Mortgage Loans to the Purchaser or the execution or delivery by,
or enforceability against, the Seller of this Agreement or have an
effect on the financial condition of the Seller that would materially
and adversely affect the ability of the Seller to perform its
obligations under this Agreement.

(vi) On the Closing Date, the sale of the Mortgage Loans pursuant
to this Agreement will effect a transfer by the Seller of all of its
right, title and interest in and to the Mortgage Loans to the Purchaser
(assuming the Purchaser has the capacity to acquire such Mortgage
Loans).

(vii) To the Seller's knowledge, the Loan Seller Information (as
defined in that certain indemnification agreement, dated as of December
14, 2006, between the Seller, the Purchaser, the Underwriters and the
Initial Purchaser (the "Indemnification Agreement")) contained in the
Disclosure Information (as defined in the Indemnification Agreement),
the Memorandum and the Prospectus Supplement (i) does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading and (ii) (other
than the Memorandum) complies with the requirements of and contains all
of the applicable information required by Regulation AB (as defined in
the Indemnification Agreement).

To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date
(or as of such other date specifically set forth in the particular
representation and warranty).

Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

(b) To induce the Seller to enter into this Agreement, the
Purchaser hereby represents and warrants to the Seller as of the date hereof:

(i) The Purchaser is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware
with full power and authority to carry on its business as presently
conducted by it.

(ii) The Purchaser has full power and authority to acquire the
Mortgage Loans, to execute and deliver this Agreement and to enter into
and consummate all transactions contemplated by this Agreement. The
Purchaser has duly and validly authorized the execution, delivery and
performance of this Agreement and has duly and validly executed and
delivered this Agreement. This Agreement, assuming due authorization,
execution and delivery by the Seller, constitutes the valid and binding
obligation of the Purchaser, enforceable against it in accordance with
its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting
the enforcement of creditors' rights generally and by general principles
of equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law.

(iii) No consent, approval, authorization or order of,
registration or filing with, or notice to, any governmental authority or
court is required, under federal or state law, for the execution,
delivery and performance of or compliance by the Purchaser with this
Agreement, or the consummation by the Purchaser of any transaction
contemplated hereby that has not been obtained or made by the Purchaser.

(iv) Neither the purchase of the Mortgage Loans nor the
execution, delivery and performance of this Agreement by the Purchaser
will violate the Purchaser's certificate of incorporation or by-laws or
constitute a default (or an event that, with notice or lapse of time or
both, would constitute a default) under, or result in a breach of, any
material agreement, contract, instrument or indenture to which the
Purchaser is a party or that may be applicable to the Purchaser or its
assets.

(v) The Purchaser's execution and delivery of this Agreement and
its performance and compliance with the terms of this Agreement will not
constitute a violation of, any law, rule, writ, injunction, order or
decree of any court, or order or regulation of any federal, state or
municipal government agency having jurisdiction over the Purchaser or
its assets, which violation could materially and adversely affect the
condition (financial or otherwise) or the operation of the Purchaser or
its assets or could materially and adversely affect its ability to
perform its obligations and duties hereunder.

(vi) There are no actions or proceedings against, or
investigations of, the Purchaser pending or, to the Purchaser's
knowledge, threatened against the Purchaser before any court,
administrative agency or other tribunal, the outcome of which could
reasonably be expected to adversely affect the transfer of the Mortgage
Loans, the issuance of the Certificates, the execution, delivery or
enforceability of this Agreement or have an effect on the financial
condition of the Purchaser that would materially and adversely affect
the ability of the Purchaser to perform its obligation under this
Agreement.

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

To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

Section 5. Remedies Upon Breach of Representations and Warranties
Made by the Seller.

(a) It is hereby acknowledged that the Purchaser shall assign its
rights under this Section 5 to Trustee on behalf of the holders of the
Certificates.

(b) It is hereby further acknowledged that if any document
required to be delivered to the Trustee pursuant to Section 2 is not delivered
as and when required (and including the expiration of any grace or cure
periods), is not properly executed or is defective on its face, or if there is a
breach of any of the representations and warranties required to be made by the
Seller regarding the characteristics of the Mortgage Loans and/or the related
Mortgaged Properties as set forth in Exhibit 2 hereto, and in either case such
defect or breach, either (i) materially and adversely affects the interests of
the holders of the Certificates in the related Mortgage Loan, or (ii) both (A)
materially and adversely affects the value of the Mortgage Loan and (B) the
Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage
Loan (such a document defect described in the preceding clause (i) or (ii), a
"Material Document Defect" and such a breach described in the preceding clause
(i) or (ii) a "Material Breach"), the party discovering such Material Document
Defect or Material Breach shall promptly notify the other party in writing.
Promptly (but in any event within three Business Days) upon becoming aware of
any such Material Document Defect or Material Breach, the Master Servicer shall,
and the Special Servicer may, request that the Seller, not later than 90 days
from the Seller's receipt of the notice of such Material Document Defect or
Material Breach, cure such Material Document Defect or Material Breach, as the
case may be, in all material respects; provided, however, that if such Material
Document Defect or Material Breach, as the case may be, cannot be corrected or
cured in all material respects within such 90-day period, and such Material
Document Defect or Material Breach would not cause the Mortgage Loan to be other
than a "qualified mortgage" (as defined in the Code) but the Seller is
diligently attempting to effect such correction or cure, as certified by the
Seller in an Officer's Certificate delivered to the Trustee, then the cure
period will be extended for an additional 90 days unless, solely in the case of
a Material Document Defect, (x) the Mortgage Loan is, at the end of the initial
90-day period, a Specially Serviced Mortgage Loan and a Servicing Transfer Event
has occurred as a result of a monetary default or as described in clause (ii) or
clause (v) of the definition of "Servicing Transfer Event" in the Pooling and
Servicing Agreement and (y) the Material Document Defect was identified in a
certification delivered to the Seller by the Trustee pursuant to Section 2.2 of
the Pooling and Servicing Agreement not less than 90 days prior to the delivery
of the notice of such Material Document Defect. The parties acknowledge that
neither delivery of a certification or schedule of exceptions to the Seller
pursuant to Section 2.2 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
knowledge or awareness by the Seller of any Material Document Defect listed
therein. It is understood and agreed that the 90 day limit will not be violated
as a result of recording office or UCC filing office delays, other than with
respect to a Material Document Defect or Material Breach that would cause the
Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code).
In addition, following the date on which such document is required to be
delivered pursuant to Section 2 (and after any applicable cure or grace period),
any of the following document defects shall be conclusively presumed to
materially and adversely to affect the interests of holders of the Certificates
in the related Mortgage Loan and be a Material Document Defect: (a) the absence
from the Mortgage File of the original signed Mortgage Note, unless the Mortgage
File contains a signed lost note affidavit and indemnity and a copy of the
Mortgage Note; (b) the absence from the Mortgage File of the original signed
Mortgage, unless there is included in the Mortgage File a true and correct copy
of the Mortgage together with an Officer's Certificate or certification as
required by Section 2(b); or (c) the absence from the Mortgage File of the item
called for by paragraph (h) of the definition of Mortgage File. If any of the
foregoing Material Document Defects are discovered by any party to the Pooling
and Servicing Agreement, the Trustee (or as set forth in the Pooling and
Servicing Agreement, the Master Servicer) will, among other things, give notice
to the Rating Agencies and the parties to the Pooling and Servicing Agreement
and make demand upon the Seller for the cure of the document defect or
repurchase or replacement of the related Mortgage Loan.

The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
respects within the above cure periods, the related Seller shall, on or before
the termination of such cure periods, either (i) repurchase the related Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date at its option replace any
Mortgage Loan or REO Mortgage Loan to which such defect relates with a
Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
repurchase or substitution must occur within 90 days from the earlier of the
date the Seller discovered or was notified of the defect or breach. The Seller
agrees that any such substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or Material Breach as contemplated
above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with
one or more other Mortgage Loans in the Trust and (iii) the applicable document
defect or breach does not constitute a Material Document Defect or Material
Breach, as the case may be, as to such other Mortgage Loans (without regard to
this paragraph), then the applicable document defect or breach (as the case may
be) shall be deemed to constitute a Material Document Defect or Material Breach,
as the case may be, as to each such other Mortgage Loan for purposes of the
above provisions, and the Seller shall be obligated to repurchase or replace
each such other Mortgage Loan in accordance with the provisions above, unless,
in the case of such breach or document defect, both of the following conditions
would be satisfied if the Seller were to repurchase or replace only those
Mortgage Loans as to which a Material Breach had occurred without regard to this
paragraph (the "Affected Loan(s)"): (1) the debt service coverage ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) for the four calendar
quarters immediately preceding the repurchase or replacement (determined as
provided in the definition of Debt Service Coverage Ratio in the Pooling and
Servicing Agreement, except that net cash flow for such four calendar quarters,
rather than year-end, shall be used) is equal to the greater of (x) the debt
service coverage ratio for all such Mortgage Loans (including the Affected
Loan(s)) set forth under the heading "NCF DSCR" in Appendix II to the Final
Prospectus Supplement and (y) 1.25x, and (2) the Loan-to-Value Ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) is not greater than
the lesser of (x) the current loan-to-value ratio for all such Mortgage Loans
(including the Affected Loan(s)) set forth under the heading "Cut-Off Date LTV"
in Appendix II to the Final Prospectus Supplement and (y) 75%. The determination
of the Master Servicer as to whether either of the conditions set forth above
has been satisfied shall be conclusive and binding in the absence of manifest
error. The Master Servicer will be entitled to cause, or direct the Seller to
cause, to be delivered to the Master Servicer at the Seller's expense (i) an
Appraisal of any or all of the related Mortgaged Properties for purposes of
determining whether the condition set forth in clause (2) above has been
satisfied, in each case at the expense of the Seller if the scope and cost of
the Appraisal is approved by the Seller (such approval not to be unreasonably
withheld) and (ii) an Opinion of Counsel that not requiring the repurchase of
each such Cross-Collateralized Loan will not result in an Adverse REMIC Event.

With respect to any Mortgage Loan that is cross-defaulted and/or
cross-collateralized with any other Mortgage Loan conveyed hereunder, to the
extent that the Seller is required to repurchase or substitute for such Mortgage
Loan (each, a "Repurchased Loan") in the manner prescribed above while the
Trustee (as assignee of the Purchaser) continues to hold any other Mortgage Loan
that is cross-collateralized and/or cross-defaulted (each, a
"Cross-Collateralized Loan") with such Repurchased Loan, the Seller and the
Purchaser hereby agree to modify, prior to such repurchase or substitution, the
related Mortgage Loan documents in a manner such that such affected Repurchased
Loan, on the one hand, and any related Crossed-Collateralized Loans held by the
Trustee, on the other, would no longer be cross-defaulted or
cross-collateralized with one another; provided that the Seller shall have
furnished the Trustee, at the expense of the Seller, a nondisqualification
opinion that such modification shall not cause an Adverse REMIC Event; provided,
further, that if such nondisqualification opinion cannot be furnished, the
Seller and the Purchaser agree that such repurchase or substitution of only the
Repurchased Loan, notwithstanding anything to the contrary herein, shall not be
permitted and the Seller shall repurchase or substitute for the Repurchased Loan
and all related Crossed-Collateralized Loans. Any reserve or other cash
collateral or letters of credit securing the Cross-Collateralized Loans shall be
allocated between such Mortgage Loans in accordance with the Mortgage Loan
documents. All other terms of the Mortgage Loans shall remain in full force and
effect, without any modification thereof. If required by the terms of the
related Mortgage Loan documents, the Mortgagors set forth on Schedule B hereto
are intended third-party beneficiaries of the provisions set forth in this
paragraph and the preceding paragraph. If required by the terms of the related
Mortgage Loan documents, the provisions of this paragraph and the preceding
paragraph may not be modified with respect to any Mortgage Loan without the
related Mortgagor's consent.

If the Seller disputes that a Material Document Defect or
Material Breach exists with respect to a Mortgage Loan or otherwise refuses (i)
to effect a correction or cure of such Material Document Defect or Material
Breach, (ii) to repurchase the Affected Loan from the Trust or (iii) to replace
such Mortgage Loan with a Qualifying Substitute Mortgage Loan, then provided
that (x) the period of time provided for the Seller to correct, repurchase or
cure has expired and (y) the Mortgage Loan is then in default and is then a
Specially Serviced Mortgage Loan, the Special Servicer may, subject to the
Servicing Standard, modify, work-out or foreclose, sell or otherwise liquidate
(or permit the liquidation of) the Mortgage Loan pursuant to Section 9.5,
Section 9.12, Section 9.15 and Section 9.36, as applicable, of the Pooling and
Servicing Agreement, while pursuing the repurchase claim. The Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to
such a work-out shall not constitute a defense to any repurchase claim nor shall
such modification or work-out change the Purchase Price due from the Seller for
any repurchase claim. Any sale of the Mortgage Loan, or foreclosure upon such
Mortgage Loan and sale of the REO Property, to a Person other than the Seller
shall be without (i) recourse of any kind (either express or implied) by such
Person against the Seller and (ii) representation or warranty of any kind
(either express or implied) by the Seller to or for the benefit of such Person.

The fact that a Material Document Defect or Material Breach is
not discovered until after foreclosure (but in all instances prior to the sale
of the related REO Property or Mortgage Loan) shall not prejudice any claim
against the Seller for repurchase of the REO Mortgage Loan or REO Property. In
such an event, the Master Servicer or Special Servicer, as applicable, shall be
required to notify the Seller of the discovery of the Material Document Defect
or Material Breach and the Seller shall be required to follow the procedures set
forth in this Agreement to correct or cure such Material Document Defect or
Material Breach or purchase the REO Property at the Purchase Price. If the
Seller fails to correct or cure the Material Document Defect or Material Breach
or purchase the REO Property, then the provisions above regarding notice of
offers related to such REO Property and the Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the Seller is or was obligated to repurchase the related Mortgage Loan or
REO Mortgage Loan or the Seller otherwise accepts liability, then, after the
expiration of any applicable appeal period, but in no event later than the
termination of the Trust pursuant to Section 9.30 of the Pooling and Servicing
Agreement, the Seller will be obligated to pay to the Trust the difference
between any Liquidation Proceeds received upon such liquidation (including those
arising from any sale to the Seller) and the Purchase Price; provided that the
prevailing party in such action shall be entitled to recover all costs, fees and
expenses (including reasonable attorneys' fees) related thereto.

In connection with any liquidation or sale of a Mortgage Loan or
REO Property as described above, the Special Servicer will not receive a
Liquidation Fee in connection with such liquidation or sale or any portion of
the Work-Out Fee that accrues after the Seller receives notice of a Material
Document Defect or Material Breach until a final determination has been made, as
set forth in the prior paragraph, as to whether the Seller is or was obligated
to repurchase such related Mortgage Loan or REO Property. Upon such
determination, the Special Servicer will be entitled: (i) with respect to a
determination that the Seller is or was obligated to repurchase, to collect a
Liquidation Fee, if due in accordance with the definition thereof, based upon
the full Purchase Price of the related Mortgage Loan or REO property, with such
Liquidation Fee payable by the Seller or (ii) with respect to a determination
that Seller is not or was not obligated to repurchase (or the Trust decides that
it will no longer pursue a claim against the Seller for repurchase), (A) to
collect a Liquidation Fee based upon the Liquidation Proceeds as received upon
the actual sale or liquidation of such Mortgage Loan or REO Property, and (B) to
collect any accrued and unpaid Work-Out Fee, based on amounts that were
collected for as long as the related Mortgage Loan was a Rehabilitated Mortgage
Loan, in each case with such amount to be paid from amounts in the Certificate
Account.

The obligations of the Seller set forth in this Section 5(b) to
cure a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

Notwithstanding the foregoing, in the event that there is a
breach of the representation and warranty set forth in paragraph 42 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment of reasonable costs and expenses associated with the defeasance or
assumption of a Mortgage Loan by the Mortgagor or a breach of the representation
and warranty set forth in paragraph 25 of Exhibit 2 attached hereto because the
underlying loan documents do not provide for the payment by the Mortgagor of the
costs of a tax opinion associated with the full or partial release or
substitution of collateral for a Mortgage Loan, the Seller hereby covenants and
agrees to pay such reasonable costs and expenses, to the extent an amount is due
and not paid by the related Mortgagor. The parties hereto acknowledge that the
payment of such reasonable costs and expenses shall be the Seller's sole
obligation with respect to the breaches discussed in the previous sentence. The
Seller shall have no obligation to pay for any of the foregoing costs if the
applicable Mortgagor has an obligation to pay for such costs.

The Seller hereby agrees that it will pay for any expense
incurred by the applicable Master Servicer or the Special Servicer, as
applicable, in connection with modifying a Mortgage Loan pursuant to Section 2.3
of the Pooling and Servicing Agreement in order for such Mortgage Loan to be a
"qualified substitute mortgage loan" within the meaning of the Treasury
Regulations promulgated under the Code. Upon a breach of the representation and
warranty set forth in paragraph 38 of Exhibit 2 attached hereto, if such
Mortgage Loan is modified so that it becomes a "qualified substitute mortgage
loan", such breach will be cured and the Seller will not be obligated to
repurchase or otherwise remedy such breach.

(c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the applicable Master Servicer or the Special Servicer on its
behalf) shall give written notice within three Business Days to the Seller of
its discovery of any Material Document Defect or Material Breach and prompt
written notice to the Seller in the event that any Mortgage Loan becomes a
Specially Serviced Mortgage Loan (as defined in the Pooling and Servicing
Agreement).

(d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan
(including, without limitation, all documents delivered by Seller pursuant to
Section 2 of this Agreement), all funds held in escrow with respect to the
Mortgage Loan and each document that constitutes a part of the Mortgage File
that was endorsed or assigned to the Trustee shall be endorsed and assigned to
the Seller in the same manner such that the Seller shall be vested with legal
and beneficial title to such Mortgage Loan, in each case without recourse,
representation, or warranty, including any property acquired in respect of such
Mortgage Loan or proceeds of any insurance policies with respect thereto.

Section 6. Closing. The clo