MORTGAGE LOAN PURCHASE AGREEMENT

                        
MORTGAGE LOAN PURCHASE AGREEMENT

            
This Mortgage Loan Purchase Agreement, dated as of December 1, 2006

(this "Agreement"), is entered into between Merrill Lynch Mortgage
Lending, Inc.

(the "Seller") and Merrill Lynch Mortgage Investors, Inc. (the
"Purchaser").

            
The Seller intends to sell and the Purchaser intends to purchase

certain multifamily, commercial and manufactured housing community
mortgage

loans (the "Mortgage Loans") identified on the schedule (the
"Mortgage Loan

Schedule") annexed hereto as Schedule II. The Purchaser intends to
deposit the

Mortgage Loans, along with certain other mortgage loans (the "Other
Mortgage

Loans"), into a trust fund (the "Trust Fund"), the beneficial
ownership of which

will be evidenced by multiple classes of mortgage pass-through
certificates (the

"Certificates"). One or more "real estate mortgage investment
conduit" ("REMIC")

elections will be made with respect to most of the Trust Fund. The
Trust Fund

will be created and the Certificates will be issued pursuant to a
Pooling and

Servicing Agreement, dated as of December 1, 2006 (the "Pooling and
Servicing

Agreement"), among the Purchaser as depositor, Midland Loan
Services, Inc. and

Wells Fargo Bank, National Association as master servicers (each,
in such

capacity, a "Master Servicer"), LNR Partners, Inc. as special
servicer (the

"Special Servicer") and LaSalle Bank National Association as
trustee (the

"Trustee"). Capitalized terms used but not defined herein
(including the

schedules attached hereto) have the respective meanings set forth
in the Pooling

and Servicing Agreement.

            
The Purchaser has entered into an Underwriting Agreement, dated as

of December 1, 2006 (the "Underwriting Agreement"), with Merrill
Lynch, Pierce,

Fenner & Smith Incorporated ("Merrill Lynch") for itself and as
representative

of Countrywide Securities Corporation ("Countrywide Securities"),
IXIS

Securities North America Inc. ("IXIS Securities"), PNC Capital
Markets LLC ("PNC

Capital"), Credit Suisse Securities (USA) LLC ("Credit Suisse") and
Deutsche

Bank Securities Inc. ("DBSI"); Merrill Lynch, Countrywide
Securities, IXIS

Securities, PNC Capital, Credit Suisse and DBSI, collectively, in
such capacity,

the "Underwriters"), whereby the Purchaser will sell to the
Underwriters all of

the Certificates that are to be registered under the Securities Act
of 1933, as

amended (such Certificates, the "Publicly-Offered Certificates").
The Purchaser

has also entered into a Certificate Purchase Agreement, dated as of
December 1,

2006 (the "Certificate Purchase Agreement"), with Merrill Lynch for
itself and

as representative of Countrywide Securities (together in such
capacity, the

"Initial Purchasers"), whereby the Purchaser will sell to the
Initial Purchasers

all of the remaining Certificates (such Certificates, the "Private

Certificates").

            
Now, therefore, in consideration of the premises and the mutual

agreements set forth herein, the parties agree as follows:

            
SECTION 1.
  
Agreement to Purchase.

            
The Seller agrees to sell, and the Purchaser agrees to purchase,
the

Mortgage Loans identified on the Mortgage Loan Schedule. The
Mortgage Loan

Schedule may be amended to reflect the actual Mortgage Loans
delivered to the

Purchaser pursuant to the terms hereof. The Mortgage Loans are
expected to have

an aggregate principal balance of

$2,393,751,335 (the "Merrill Lynch Mortgage Loan Balance") (subject
to a

variance of plus or minus 5.0%) as of the close of business on the
Cut-off Date,

after giving effect to any payments due on or before such date,
whether or not

such payments are received. The Merrill Lynch Mortgage Loan
Balance, together

with the aggregate principal balance of the Other Mortgage Loans as
of the

Cut-off Date (after giving effect to any payments due on or before
such date,

whether or not such payments are received), is expected to equal an
aggregate

principal balance (the "Cut-off Date Pool Balance") of
$4,522,709,155 (subject

to a variance of plus or minus 5%). The purchase and sale of the
Mortgage Loans

shall take place on December 12, 2006 or such other date as shall
be mutually

acceptable to the parties to this Agreement (the "Closing Date").
The

consideration (the "Purchase Consideration") for the Mortgage Loans
shall be

equal to (i) approximately 103.3834% of the Merrill Lynch Mortgage
Loan Balance

as of the Cut-off Date, plus (ii) $$4,224,924, which amount
represents the

amount of interest accrued on the Merrill Lynch Mortgage Loan
Balance, as agreed

to by the Seller and the Purchaser.

            
The Purchase Consideration shall be paid to the Seller or its

designee by wire transfer in immediately available funds on the
Closing Date.

            
SECTION 2.
  
Conveyance of Mortgage Loans.

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

Seller's receipt of the Purchase Consideration and the satisfaction
or waiver of

the conditions to closing set forth in Section 5 of this Agreement
(which

conditions shall be deemed to have been satisfied or waived upon
the Seller's

receipt of the Purchase Consideration), the Seller does hereby
sell, transfer,

assign, set over and otherwise convey to the Purchaser, without
recourse (except

as set forth in this Agreement), all the right, title and interest
of the Seller

in and to the Mortgage Loans identified on the Mortgage Loan
Schedule as of such

date, on a servicing released basis (subject to certain agreements
regarding

servicing as provided in the Servicing Rights Purchase Agreement
(as defined in

Section 6(a)(iii) hereof)), together with all of the Seller's
right, title and

interest in and to the proceeds of any related title, hazard,
primary mortgage

or other insurance proceeds. The Mortgage Loan Schedule, as it may
be amended,

shall conform to the requirements set forth in this Agreement and
the Pooling

and Servicing Agreement.

            
(b)
     
The Purchaser or its assignee shall be entitled to receive

all scheduled payments of principal and interest due after the
Cut-off Date, and

all other recoveries of principal and interest collected after the
Cut-off Date

(other than in respect of principal and interest on the Mortgage
Loans due on or

before the Cut-off Date). All scheduled payments of principal and
interest due

on or before the Cut-off Date but collected after the Cut-off Date,
and

recoveries of principal and interest collected on or before the
Cut-off Date

(only in respect of principal and interest on the Mortgage Loans
due on or

before the Cut-off Date and principal prepayments thereon), shall
belong to, and

be promptly remitted to, the Seller.

            
(c)
     
The Seller hereby represents and warrants that it has or

will have, on behalf of the Purchaser, delivered to the Trustee (i)
on or before

the Closing Date, the documents and instruments specified below
with respect to

each Mortgage Loan that are Specially Designated Mortgage Loan
Documents and

(ii) on or before the date that is 30 days after the Closing Date,
the remaining

documents and instruments specified below that are not Specially
Designated

Mortgage Loan Documents with respect to each Mortgage Loan (the
documents and

                                        
2

instruments specified below and referred to in clauses (i) and (ii)
preceding,

collectively, a "Mortgage File"). All Mortgage Files so delivered
will be held

by the Trustee in escrow for the benefit of the Seller at all times
prior to the

Closing Date. The Mortgage File with respect to each Mortgage Loan
that is a

Serviced Trust Mortgage Loan shall contain the following documents:

            
(i)
     
(A) the original executed Mortgage Note for the subject

      
Mortgage Loan, including any power of attorney related to the
execution

      
thereof (or a lost note affidavit and indemnity with a copy of such

    
  
Mortgage Note attached thereto), together with any and all
intervening

      
endorsements thereon, endorsed on its face or by allonge attached
thereto

      
(without recourse, representation or warranty, express or implied)
to the

      
order of LaSalle Bank National Association, as trustee for the
registered

      
holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial
Mortgage

      
Pass-Through Certificates, Series 2006-4, or in blank, and (B) in
the case

      
of a Loan Combination, a copy of the executed Mortgage Note for
each

      
related Non-Trust Loan;

            
(ii)
    
an original or copy of the Mortgage, together with originals

      
or copies of any and all intervening assignments thereof, in each
case

      
(unless not yet returned by the applicable recording office) with
evidence

      
of recording indicated thereon or certified by the applicable
recording

      
office or, in the case of a MERS Mortgage Loan (as defined below),
an

      
original or a copy of the Mortgage, together with any and all
intervening

      
assignments thereof, in each case (unless not yet returned by the

      
applicable recording office) with evidence of recording indicated
thereon

      
or certified by the applicable recording office, with language
noting the

      
presence of the MIN (as defined below) of such Mortgage Loan and
language

      
indicating that such Mortgage Loan is a MERS Mortgage Loan;

            
(iii)
   
an original or copy of any related Assignment of Leases (if

      
such item is a document separate from the Mortgage), together with

      
originals or copies of any and all intervening assignments thereof,
in

      
each case (unless not yet returned by the applicable recording
office)

      
with evidence of recording indicated thereon or certified by the

      
applicable recording office or, in the case of a MERS Mortgage
Loan, an

      
original or copy of any related Assignment of Leases (if such item
is a

      
document separate from the Mortgage), together with any and all

      
intervening assignments thereof, in each case with evidence of
recording

      
indicated thereon or certified by the applicable recording office,
with

      
language noting the presence of the MIN of such Mortgage Loan and
language

      
indicating that such Mortgage Loan is a MERS Mortgage Loan;

            
(iv)
    
an original executed assignment, in recordable form (except

      
for completion of the assignee's name and address (if the
assignment is

      
delivered in blank) and any missing recording information or a
certified

      
copy of that assignment as sent for recording), of (a) the
Mortgage, (b)

      
any related Assignment of Leases (if such item is a document
separate from

      
the Mortgage) and (c) any other recorded document relating to the
subject

      
Mortgage Loan otherwise included in the Mortgage File, in favor of
LaSalle

      
Bank National Association, as trustee for the registered holders of
ML-CFC

      
Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through

      
Certificates, Series 2006-4 (or, in the case of a Loan Combination,
in

      
favor of LaSalle Bank National Association, as

                                        
3

      
trustee for the registered holders of ML-CFC Commercial Mortgage
Trust

      
2006-4, Commercial Mortgage Pass-Through Certificates, Series
2006-4, and

      
in its capacity as lead lender on behalf of the holder(s) of the
related

      
Non-Trust Loan(s)), or in blank or, in the case of a MERS Mortgage
Loan,

      
evidence from MERS indicating the Trustee's ownership of such
Mortgage

      
Loan on the MERS(R) System and the Trustee as the beneficiary of
the

      
assignment(s) of (x) the Mortgage, (y) any related Assignment of
Leases

      
(if such item is a document separate from the Mortgage) and (z) any
other

      
recorded document relating to such Mortgage Loan otherwise included
in the

      
Mortgage File;

            
(v)
     
an original assignment of all unrecorded documents relating

      
to the Mortgage Loan (to the extent not already assigned pursuant
to

      
clause (iv) above) in favor of LaSalle Bank National Association,
as

      
trustee for the registered holders of ML-CFC Commercial Mortgage
Trust

      
2006-4, Commercial Mortgage Pass-Through Certificates, Series
2006-4 (or,

      
in the case of a Loan Combination, in favor of LaSalle Bank
National

      
Association, as trustee for the registered holders of ML-CFC
Commercial

      
Mortgage Trust 2006-4, Commercial Mortgage Pass-Through
Certificates,

      
Series 2006-4, and in its capacity as lead lender on behalf of the
holder

      
of the related Non-Trust Loan(s)), or in blank or, in the case of a
MERS

      
Mortgage Loan (to the extent not already evidenced pursuant to
clause (iv)

      
above), evidence from MERS indicating the Trustee's ownership of
the

      
Mortgage Loan on the MERS(R) System and the Trustee as beneficiary
of the

      
assignment(s) of unrecorded documents related to the Mortgage Loan;

            
(vi)
    
originals or copies of any consolidation, assumption,

    
  
substitution and modification agreements in those instances where
the

      
terms or provisions of the Mortgage or Mortgage Note have been

      
consolidated or modified or the subject Mortgage Loan has been
assumed;

            
(vii)
   
the original or a copy of the policy or certificate of

      
lender's title insurance or, if such policy has not been issued or

      
located, an original or copy of an irrevocable, binding commitment
(which

      
may be a pro forma policy or a marked version of the policy that
has been

      
executed by an authorized representative of the title company or an

      
agreement to provide the same pursuant to binding escrow
instructions

      
executed by an authorized representative of the title company) to
issue

      
such title insurance policy;

            
(viii)
  
any filed copies or other evidence of filing of any prior

      
UCC Financing Statements in favor of the originator of the subject

      
Mortgage Loan or in favor of any assignee prior to the Trustee (but
only

  
    
to the extent the Seller had possession of such UCC Financing
Statements

      
prior to the Closing Date) and, if there is an effective UCC
Financing

      
Statement in favor of the Seller on record with the applicable
public

      
office for UCC Financing Statements, a UCC Financing Statement
assignment,

      
in form suitable for filing in favor of LaSalle Bank National
Association,

      
as trustee for the registered holders of ML-CFC Commercial Mortgage
Trust

      
2006-4, Commercial Mortgage Pass-Through Certificates, Series
2006-4, as

      
assignee (or, in the case of a Loan Combination, in favor of
LaSalle Bank

      
National Association, as trustee for the registered holders of
ML-CFC

      
Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through

      
Certificates, Series 2006-4, and in its capacity as lead lender on
behalf

      
of the holder of the related

                                        
4

      
Non-Trust Loan(s)), or in blank or, in the case of a MERS Mortgage
Loan,

   
   
evidence from MERS indicating the Trustee's ownership of such
Mortgage

      
Loan on the MERS(R) System and the Trustee as the beneficiary of
any

      
effective UCC Financing Statement in favor of the Seller on record
with

      
the applicable public office for UCC Financing Statements;

            
(ix)
    
an original or a copy of any Ground Lease, guaranty or

      
ground lessor estoppel;

            
(x)
     
an original or a copy of any intercreditor agreement

      
relating to permitted debt of the Mortgagor and any intercreditor

      
agreement relating to mezzanine debt related to the Mortgagor;

            
(xi)
    
an original or a copy of any loan agreement, any escrow or

      
reserve agreement, any security agreement, any management
agreement, any

      
agreed upon procedures letter, any lockbox or cash management
agreements,

      
any environmental reports or any letter of credit (which letter of
credit

      
shall not be delivered in original from to the Trustee, but rather
to the

      
applicable Master Servicer), in each case relating to the subject
Mortgage

      
Loan; and

            
(xii)
   
with respect to a Mortgage Loan secured by a hospitality

      
property, a signed copy of any franchise agreement and/or
franchisor

      
comfort letter; and

            
(xiii)
  
if such Trust Mortgage Loan is part of a Loan Combination, 

      
an original or a copy of the related Loan Combination Intercreditor

      
Agreement.

            
The foregoing Mortgage File delivery requirement shall be subject
to

Section 2.01(c) of the Pooling and Servicing Agreement.

            
For purposes of this Section 2(c):

            
"MERS" means Mortgage Electronic Registration Systems, Inc., a

corporation organized and existing under the laws of the State of
Delaware, or

any successor thereto.

            
"MERS Mortgage Loan" means any Mortgage Loan registered with MERS
on

the MERS(R) System, as to which MERS is acting as mortgagee, solely
as nominee

for the Seller and its successors and assigns, which Mortgage Loans
are

identified on Schedule [ ] hereto.

            
"MERS(R) System" means the system of recording transfers of

mortgages electronically maintained by MERS.

            
"MIN" means the mortgage identification number on the MERS(R)
System

for any MERS Mortgage Loan.

            
(d)
     
The Seller shall retain an Independent third party (the

"Recording/Filing Agent") that shall, as to each Mortgage Loan,
promptly (and in

any event within 180 days following the later of the Closing Date
and the

delivery of each Mortgage, Assignment of Leases, recordable
document and UCC

Financing Statement to the Trustee) cause to be

                                        
5

submitted for recording or filing, as the case may be, in the
appropriate public

office for real property records or UCC Financing Statements, each
assignment of

Mortgage, assignment of Assignment of Leases and any other
recordable documents

relating to each such Mortgage Loan in favor of the Trustee that is
referred to

in clause (iv) of the definition of "Mortgage File" and each UCC
Financing

Statement assignment in favor of the Trustee that is referred to in
clause

(viii) of the definition of "Mortgage File." Each such assignment
and UCC

Financing Statement assignment shall reflect that the recorded
original should

be returned by the public recording office to the Trustee following
recording,

and each such assignment and UCC Financing Statement assignment
shall reflect

that the file copy thereof should be returned to the Trustee
following filing;

provided, that in those instances where the public recording office
retains the

original assignment of Mortgage or assignment of Assignment of
Leases, the

Recording/Filing Agent shall obtain therefrom a certified copy of
the recorded

original. If any such document or instrument is lost or returned
unrecorded or

unfiled, as the case may be, because of a defect therein, then the
Seller shall

prepare a substitute therefor or cure such defect or cause such to
be done, as

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

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

longer subject to the Pooling and Servicing Agreement, to the then
holder of

such Mortgage Loan).

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

such recording, filing and delivery contemplated in the preceding
paragraph,

including, without limitation, any costs and expenses that may be
incurred by

the Trustee in connection with any such recording, filing or
delivery performed

by the Trustee at the Seller's request and the fees of the
Recording/Filing

Agent.

            
If, on the Closing Date as to any MERS Mortgage Loan, the Seller

does not deliver written evidence of the Trustee's ownership of
such Mortgage

Loan on the MERS(R) System showing the Trustee as a beneficiary of
the

assignment referred to in each of clause (iv) and (v) of the
definition of

"Mortgage File" or the UCC Financing Statements referred to in
clause (viii) of

the definition of "Mortgage File", the Seller may satisfy the
delivery

requirements of this Agreement and Section 2.01(b) of the Pooling
and Servicing

Agreement by delivering such evidence of ownership within 90 days
following the

Closing Date; provided that, during such time, the Seller shall
execute any

documents requested by the Master Servicer or the Special Servicer
with respect

to such MERS Mortgage Loan that, in the reasonable discretion of
the Master

Servicer or the Special Servicer (exercised in accordance with the
Servicing

Standard), are necessary to evidence the Trustee's ownership of, or
are

otherwise required for an immediate servicing need with respect to,
such

Mortgage Loan.

            
(e)
     
All such other relevant documents and records that (a)

relate to the administration or servicing of the Mortgage Loans,
(b) are

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

Mortgage Loans by the applicable Master Servicer in connection with
its duties

under the Pooling and Servicing Agreement, and (c) are in the
possession or

under the control of the Seller, together with all unapplied escrow
amounts and

reserve amounts in the possession or under the control of the
Seller that relate

to the Mortgage Loans, shall be delivered or caused to be delivered
by the

Seller to the applicable Master Servicer (or, at the direction of
such Master

Servicer, to the appropriate sub-servicer); provided that the
Seller shall not

be required to deliver any draft documents, privileged or other
communications,

credit underwriting, legal or other due diligence analyses, credit
committee

                                        
6

briefs or memoranda or other internal approval documents or data or
internal

worksheets, memoranda, communications or evaluations.

      
The Seller agrees to use reasonable efforts to deliver to the
Trustee, for

its administrative convenience in reviewing the Mortgage Files, a
mortgage loan

checklist for each Mortgage Loan. The foregoing sentence
notwithstanding, the

failure of the Seller to deliver a mortgage loan checklist or a
complete

mortgage loan checklist shall not give rise to any liability
whatsoever on the

part of the Seller to the Purchaser, the Trustee or any other
person because the

delivery of the mortgage loan checklist is being provided to the
Trustee solely

for its administrative convenience.

            
(f)
     
The Seller shall take such actions as are reasonably

necessary to assign or otherwise grant to the Trust Fund the
benefit of any

letters of credit in the name of the Seller, which secure any
Mortgage Loan.

            
(g)
     
On or before the Closing Date, the Seller shall provide to

the applicable Master Servicer, the initial data (as of the Cut-off
Date or the

most recent earlier date for which such data is available)
contemplated by the

CMSA Loan Setup File, the CMSA Loan Periodic Update File, the CMSA
Operating

Statement Analysis Report and the CMSA Property File.

            
SECTION 3.
  
Representations, Warranties and Covenants of Seller.

            
(a)
     
The Seller hereby represents and warrants to and covenants

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

            
(i)
     
The Seller is a corporation duly organized, validly existing

      
and in good standing under the laws of the State of Delaware and
the

     
 
Seller has taken all necessary corporate action to authorize the

      
execution, delivery and performance of this Agreement by it, and
has the

      
power and authority to execute, deliver and perform this Agreement
and all

      
transactions contemplated hereby.

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

      
executed and delivered by the Seller, all requisite action by the
Seller's

      
directors and officers has been taken in connection therewith, 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 against the Seller in
accordance with

      
its terms, except as such enforcement may be limited by (A) laws
relating

      
to bankruptcy, insolvency, fraudulent transfer, reorganization,

      
receivership, conservatorship or moratorium, (B) other laws
relating to or

      
affecting the rights of creditors generally, or (C) general equity

      
principles (regardless of whether such enforcement is considered in
a

      
proceeding in equity or at law).

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

      
and the Seller's performance and compliance with the terms of this

      
Agreement will not (A) violate the Seller's certificate of
incorporation

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

      
or order to which it is subject if compliance therewith is
necessary (1)

  
    
to ensure the enforceability of this Agreement or (2) for the
Seller to

      
perform its duties and obligations under this Agreement, or (C)
constitute

      
a

                                        
7

      
default (or an event which, with notice or lapse of time, or both,
would

      
constitute a default) under, or result in the breach of, any
material

      
contract, agreement or other instrument to which the Seller is a
party or

      
by which the Seller is bound, which default might have consequences
that

      
would, in the Seller's reasonable and good faith judgment,
materially and

      
adversely affect the condition (financial or other) or operations
of the

      
Seller or its properties or materially and adversely affect its

      
performance hereunder.

            
(iv)
    
The Seller is not in default with respect to any order or

      
decree of any court or any order, regulation or demand of any
federal,

      
state, municipal or other governmental agency or body, which
default might

   
   
have consequences that would, in the Seller's reasonable and good
faith

      
judgment, materially and adversely affect the condition (financial
or

      
other) or operations of the Seller or its properties or materially
and

      
adversely affect its performance hereunder.

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

      
instrument or subject to any articles of association, bylaws or any
other

      
corporate restriction or any judgment, order, writ, injunction,
decree,

      
law or regulation that would, in the Seller's reasonable and good
faith

      
judgment, materially and adversely affect the ability of the Seller
to

      
perform its obligations under this Agreement or that requires the
consent

      
of any third person to the execution of this Agreement or the
performance

      
by the Seller of its obligations under this Agreement (except to
the

      
extent such consent has been obtained).

            
(vi)
    
No consent, approval, authorization or order of any court or

      
governmental agency or body is required for the execution, delivery
and

      
performance by the Seller of or compliance by the Seller with this

      
Agreement or the consummation of the transactions contemplated by
this

      
Agreement except as have previously been obtained, and no bulk sale
law

      
applies to such transactions.

            
(vii)
   
None of the sale of the Mortgage Loans by the Seller, the

      
transfer of the Mortgage Loans to the Trustee, and the execution,
delivery

 
     
or performance of this Agreement by the Seller, results or will
result in

      
the creation or imposition of any lien on any of the Seller's
assets or

      
property that would have a material adverse effect upon the
Seller's

      
ability to perform its duties and obligations under this Agreement
or

      
materially impair the ability of the Purchaser to realize on the
Mortgage

      
Loans.

            
(viii)
  
There is no action, suit, proceeding or investigation 

      
pending or to the knowledge of the Seller, threatened against the
Seller

      
in any court or by or before any other governmental agency or

      
instrumentality which would, in the Seller's good faith and
reasonable

      
judgment, prohibit its entering into this Agreement or materially
and

      
adversely affect the validity of this Agreement or the performance
by the

      
Seller of its obligations under this Agreement.

            
(ix)
    
Under generally accepted accounting principles ("GAAP") and

      
for federal income tax purposes, the Seller will report the
transfer of

      
the Mortgage Loans to the Purchaser as a sale of the Mortgage Loans
to the

      
Purchaser in exchange for consideration consisting of a cash amount
equal

      
to the Purchase Consideration. The consideration received by the
Seller

      
upon the sale of the Mortgage Loans to the Purchaser will

                                        
8

      
constitute at least reasonably equivalent value and fair
consideration for

      
the Mortgage Loans. The Seller will be solvent at all relevant
times prior

      
to, and will not be rendered insolvent by, the sale of the Mortgage
Loans

      
to the Purchaser. The Seller is not selling the Mortgage Loans to
the

      
Purchaser with any intent to hinder, delay or defraud any of the
creditors

      
of the Seller.

            
(x)
     
The Prospectus Supplement contains all the information that

      
is required to be provided in respect of the Seller (that arise
from its

      
role as "sponsor" (within the meaning of Regulation AB)), the
Mortgage

      
Loans, the related Mortgagors and the related Mortgaged Properties

      
pursuant to Regulation AB. For purpose of this Agreement,
"Regulation AB"

      
shall mean Subpart 229.1100 - Asset Backed Securities (Regulation
AB), 17

      
C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to
time,

      
and subject to such clarification and interpretation as have been
provided

      
by the Commission in the adopting release (Asset-Backed Securities,

      
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan.
7,

      
2005)) or by the staff of the Commission, or as may be provided by
the

      
Commission or its staff from time to time.

            
(b)
     
The Seller hereby makes the representations and warranties

contained in Schedule I hereto for the benefit of the Purchaser and
the Trustee

for the benefit of the Certificateholders as of the Closing Date
(unless a

different date is specified therein), with respect to (and solely
with respect

to) each Mortgage Loan, subject, however, to the exceptions set
forth on Annex A

to Schedule I of this Agreement.

            
(c)
     
If the Seller receives written notice of a Document Defect

or a Breach relating to a Mortgage Loan pursuant to Section 2.03(a)
of the

Pooling and Servicing Agreement, then the Seller shall, not later
than 90 days

from receipt of such notice (or, in the case of a Document Defect
or Breach

relating to a Mortgage Loan not being a "qualified mortgage" within
the meaning

of the REMIC Provisions (a "Qualified Mortgage"), not later than 90
days from

any party to the Pooling and Servicing Agreement discovering such
Document

Defect or Breach, provided the Seller receives such notice in a
timely manner),

if such Document Defect or Breach materially and adversely affects
the value of

the related Mortgage Loan or the interests of the
Certificateholders therein,

cure such Document Defect or Breach, as the case may be, in all
material

respects, which shall include payment of losses and any Additional
Trust Fund

Expenses associated therewith or, if such Document Defect or Breach
(other than

omissions due solely to a document not having been returned by the
related

recording office) cannot be cured within such 90-day period, (i)
repurchase the

affected Mortgage Loan (which, for the purposes of this clause (i),
shall

include an REO Loan) at the applicable Purchase Price (as defined
in the Pooling

and Servicing Agreement) not later than the end of such 90-day
period or (ii)

substitute a Qualified Substitute Mortgage Loan for such affected
Mortgage Loan

(which, for purposes of this clause (ii), shall include an REO
Loan) not later

than the end of such 90-day period (and in no event later than the
second

anniversary of the Closing Date) and pay the applicable Master
Servicer for

deposit into its Collection Account any Substitution Shortfall
Amount in

connection therewith; provided, however, that, unless the Document
Defect or

Breach would cause the Mortgage Loan not to be a Qualified
Mortgage, if such

Document Defect or Breach is capable of being cured but not within
such 90-day

period and the Seller has commenced and is diligently proceeding
with the cure

of such Document Defect or Breach within such 90-day period, the
Seller shall

have an additional 90 days to complete such cure (or, failing such
cure, to

repurchase

                                        
9

or substitute the related Mortgage Loan (which, for purposes of
such repurchase

or substitution, shall include an REO Loan)); and provided,
further, that with

respect to such additional 90-day period, the Seller shall have
delivered an

officer's certificate to the Trustee setting forth the reason(s)
such Document

Defect or Breach is not capable of being cured within the initial
90-day period

and what actions the Seller is pursuing in connection with the cure
thereof and

stating that the Seller anticipates that such Document Defect or
Breach will be

cured within the additional 90-day period.

            
A Document Defect or Breach (which Document Defect or Breach

materially and adversely affects the value of the related Mortgage
Loan or the

interests of the Certificateholders therein) as to a Mortgage Loan
that is

cross-collateralized and cross-defaulted with one or more other
Mortgage Loans

(each, a "Crossed Loan" and such Crossed Loans, collectively, a
"Crossed Loan

Group"), which Document Defect or Breach does not constitute a
Document Defect

or Breach, as the case may be, as to any other Crossed Loan in such
Crossed Loan

Group (without regard to this paragraph) and is not cured as
provided for above,

shall be deemed to constitute a Document Defect or Breach, as the
case may be,

as to each other Crossed Loan in the subject Crossed Loan Group for
purposes of

this paragraph and the Seller shall be required to repurchase or
substitute all

such Crossed Loans unless (1) the weighted average debt service
coverage ratio

for all the remaining Crossed Loans for the four calendar quarters
immediately

preceding such repurchase or substitution is not less than the
weighted average

debt service coverage ratio for all such Crossed Loans, including
the affected

Crossed Loan, for the four calendar quarters immediately preceding
such

repurchase or substitution, and (2) the weighted average loan
to-value ratio for

the remaining Crossed Loans, determined at the time of repurchase
or

substitution, based upon an appraisal obtained by the Special
Servicer at the

expense of the Seller shall not be greater than the weighted
average

loan-to-value ratio for all such Crossed Loans, including the
affected Crossed

Loan determined at the time of repurchase or substitution, based
upon an

appraisal obtained by the Special Servicer at the expense of the
Seller;

provided, that if such debt service coverage and loan-to-value
criteria are

satisfied, any other Crossed Loan (that is not the Crossed Loan
directly

affected by the subject Document Defect or Breach), shall be
released from its

cross-collateralization and cross-default provision so long as such
Crossed Loan

(that is not the Crossed Loan directly affected by the subject
Document Defect

or Breach) is held in the Trust Fund; and provided, further, that
the repurchase

or replacement of less than all such Crossed Loans and the release
of any

Crossed Loan from a cross-collateralization and cross-default
provision shall be

further subject to the delivery by the Seller to the Trustee, at
the expense of

the Seller, of an Opinion of Counsel to the effect that such
release would not

cause either of REMIC I or REMIC II to fail to qualify as a REMIC
under the Code

or result in the imposition of any tax on "prohibited transactions"
or

"contributions" after the Startup Day under the REMIC Provisions.
In the event

that one or more of such other Crossed Loans satisfy the
aforementioned

criteria, the Seller may elect either to repurchase or substitute
for only the

affected Crossed Loan as to which the related Document Defect or
Breach exists

or to repurchase or substitute for all of the Crossed Loans in the
related

Crossed Loan Group. All documentation relating to the termination
of the

cross-collateralization provisions of a Crossed Loan being
repurchased shall be

prepared at the expense of the Seller and, where required, with the
consent of

the related Mortgagor. For a period of two years from the Closing
Date, so long

as there remains any Mortgage File relating to a Mortgage Loan as
to which there

is any uncured Document Defect or Breach known to the Seller that
existed as of

the Closing Date, the Seller shall provide, once every 90 days, the
officer's

certificate to the Trustee described above as to

                                       
10

the reason(s) such Document Defect or Breach remains uncured and as
to the

actions being taken to pursue cure; provided, however, that,
without limiting

the effect of the foregoing provisions of this Section 3(c), if
such Document

Defect or Breach shall materially and adversely affect the value of
such

Mortgage Loan or the interests of the holders of the Certificates
therein

(subject to the second and third provisos in the sole sentence of
the preceding

paragraph), the Seller shall in all cases on or prior to the second
anniversary

of the Closing Date either cause such Document Defect or Breach to
be cured or

repurchase or substitute for the affected Mortgage Loan (for the
avoidance of

doubt, the foregoing two-year period shall not be deemed to be a
time limitation

on the Seller's right to cure a Document Defect as set forth in
this Section 3).

The delivery of a commitment to issue a policy of lender's title
insurance as

described in representation 8 set forth on Schedule I hereto in
lieu of the

delivery of the actual policy of lender's title insurance shall not
be

considered a Document Defect or Breach with respect to any Mortgage
File if such

actual policy of insurance is delivered to the Trustee or a
Custodian on its

behalf not later than the 180th day following the Closing Date.

            
To the extent that the Seller is required to repurchase or

substitute for a Crossed Loan hereunder in the manner prescribed
above in this

Section 3(c) while the Trustee continues to hold any other Crossed
Loans in such

Crossed Loan Group, the Seller and the Purchaser shall not enforce
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

Crossed Loan(s), so long as such exercise does not materially
impair the ability

of the other party to exercise its remedies against the Primary
Collateral

securing the Crossed Loan(s) held thereby.

            
If the exercise by one party would materially impair the ability of

the other party to exercise its remedies with respect to the
Primary Collateral

securing the Crossed Loan(s) held by such party, then the Seller
and the

Purchaser shall forbear from exercising such remedies until the
Mortgage Loan

documents evidencing and securing the relevant Crossed Loans can be
modified in

a manner consistent with this Agreement to remove the threat of
material

impairment as a result of the exercise of remedies or some other
mutually agreed

upon accommodation can be reached. Any reserve or other cash
collateral or

letters of credit securing the Crossed Loans shall be allocated
between such

Crossed Loans in accordance with the Mortgage Loan documents, or,
if the related

Mortgage Loan documents do not so provide, then on a pro rata basis
based upon

their outstanding Stated Principal Balances. Notwithstanding the
foregoing, if a

Crossed Loan is modified to terminate the related
cross-collateralization and/or

cross-default provisions, the Seller shall furnish to the Trustee
an Opinion of

Counsel that such modification shall not cause an Adverse REMIC
Event.

            
For purposes hereof, "Primary Collateral" shall mean the Mortgaged

Property directly securing a Crossed Loan and excluding any
property as to which

the related lien may only be foreclosed upon by exercise of

cross-collateralization provisions of such Mortgage Loans.

            
Notwithstanding any of the foregoing provisions of this Section

3(c), if there is a Document Defect or Breach (which Document
Defect or Breach

materially and adversely affects the value of the related Mortgage
Loan or the

interests of the Certificateholders therein) with respect to one or
more

Mortgaged Properties with respect to a Mortgage Loan, the Seller
shall not be

obligated to repurchase or substitute the Mortgage Loan if (i) the
affected

Mortgaged

                                       
11

Property(ies) may be released pursuant to the terms of any partial
release

provisions in the related Mortgage Loan documents (and such
Mortgaged

Property(ies) are, in fact, released) and to the extent not covered
by the

applicable release price (if any) required under the related
Mortgage Loan

documents, the Seller pays (or causes to be paid) any additional
amounts

necessary to cover all reasonable out-of-pocket expenses reasonably
incurred by

the applicable Master Servicer, the Special Servicer, the Trustee
or the Trust

Fund in connection with such release, (ii) the remaining Mortgaged
Property(ies)

satisfy the requirements, if any, set forth in the Mortgage Loan
documents and

the Seller provides an opinion of counsel to the effect that such
release would

not cause either of REMIC I or REMIC II to fail to qualify as a
REMIC under the

Code or result in the imposition of any tax on "prohibited
transactions" or

"contributions" after the Startup Day under the REMIC Provisions
and (iii) each

Rating Agency then rating the Certificates shall have provided
written

confirmation that such release would not cause the then-current
ratings of the

Certificates rated by it to be qualified, downgraded or withdrawn.

            
The foregoing provisions of this Section 3(c) notwithstanding, the

Purchaser's sole remedy (subject to the last sentence of this
paragraph) for a

breach of representation 30 set forth on Schedule I hereto shall be
the cure of

such breach by the Seller, which cure shall be effected through the
payment by

the Seller of such costs and expenses (without regard to whether
such costs and

expenses are material or not) specified in such representation that
have not, at

the time of such cure, been received by the applicable Master
Servicer or the

Special Servicer from the related Mortgagor and not a repurchase or
substitution

of the related Mortgage Loan. Following the Seller's remittance of
funds in

payment of such costs and expenses, the Seller shall be deemed to
have cured the

breach of representation 30 in all respects. To the extent any fees
or expenses

that are the subject of a cure by the Seller are subsequently
obtained from the

related Mortgagor, the cure payment made by the Seller shall be
returned to the

Seller. Notwithstanding the prior provisions of this paragraph, the
Seller,

acting in its sole discretion, may effect a repurchase or
substitution (in

accordance with the provisions of this Section 3(c) setting forth
the manner in

which a Mortgage Loan may be repurchased or substituted) of a
Mortgage Loan, as

to which representation 30 set forth on Schedule I has been
breached, in lieu of

paying the costs and expenses that were the subject of the breach
of

representation 30 set forth on Schedule I.

            
(d)
     
In connection with any permitted repurchase or substitution

of one or more Mortgage Loans contemplated hereby, upon receipt of
a certificate

from a Servicing Officer certifying as to the receipt of the
applicable Purchase

Price (as defined in the Pooling and Servicing Agreement) or
Substitution

Shortfall Amount(s), as applicable, in the applicable Master
Servicer's

Collection Account, and, if applicable, the delivery of the
Mortgage File(s) and

the Servicing File(s) for the related Qualified Substitute Mortgage
Loan(s) to

the Custodian and the applicable Master Servicer, respectively, (i)
the Trustee

shall be required to execute and deliver such endorsements and
assignments as

are provided to it by the applicable Master Servicer or the Seller,
in each case

without recourse, representation or warranty, as shall be necessary
to vest in

the Seller the legal and beneficial ownership of each repurchased
Mortgage Loan

or substituted Mortgage Loan, as applicable, (ii) the Trustee, the
Custodian,

the applicable Master Servicer and the Special Servicer shall each
tender to the

Seller, upon delivery to each of them of a receipt executed by the
Seller, all

portions of the Mortgage File and other documents pertaining to
such Mortgage

Loan possessed by it, and (iii) the applicable Master Servicer and

                                       
12

the Special Servicer shall release to the Seller any Escrow
Payments and Reserve

Funds held by it in respect of such repurchased or deleted Mortgage
Loan(s).

            
At the time a substitution is made, the Seller shall deliver the

related Mortgage File to the Trustee and certify that the
substitute Mortgage

Loan is a Qualified Substitute Mortgage Loan.

            
No substitution of a Qualified Substitute Mortgage Loan or
Qualified

Substitute Mortgage Loans may be made in any calendar month after
the

Determination Date for such month. Periodic Payments due with
respect to any

Qualified Substitute Mortgage Loan after the related date of
substitution shall

be part of REMIC I, as applicable. No substitution of a Qualified
Substitute

Mortgage Loan for a deleted Mortgage Loan shall be permitted under
this

Agreement if, after such substitution, the aggregate of the Stated
Principal

Balances of all Qualified Substitute Mortgage Loans which have been
substituted

for deleted Mortgage Loans exceeds 10% of the aggregate Cut-off
Date Balance of

all the Mortgage Loans and the Other Mortgage Loans. Periodic
Payments due with

respect to any Qualified Substitute Mortgage Loan on or prior to
the related

date of substitution shall not be part of the Trust Fund or REMIC
I.

            
(e)
   
  
This Section 3 provides the sole remedies available to the

Purchaser, the Certificateholders, or the Trustee on behalf of the

Certificateholders, respecting any Document Defect in a Mortgage
File or any

Breach of any representation or warranty set forth in or required
to be made

pursuant to this Section 3.

            
(f)
     
If, upon any payment in full with respect to any MERS

Mortgage Loan, none of the Trustee, the Master Servicer or any
Sub-Servicer of

such Mortgage Loan is registered with MERS and is unable to reflect
the release

of the related Mortgage on the MERS(R) System, the Seller shall
take all

necessary action to reflect the release of such Mortgage on the
MERS(R) System

and shall take such other actions as are necessary to enable the
Master Servicer

and the Trustee to comply with the provisions of Section 3.10 of
the Pooling and

Servicing Agreement and any other provisions relating to the
release of the

Mortgage Loan or the related Mortgage File.

            
SECTION 4.
  
Representations, Warranties and Covenants of the

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

Purchaser hereby represents, warrants and covenants for the benefit
of the

Seller as of the date hereof that:

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

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

Purchaser has taken all necessary corporate action to authorize the
execution,

delivery and performance of this Agreement by it, and has the power
and

authority to execute, deliver and perform this Agreement and all
transactions

contemplated hereby.

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

executed and delivered by the Purchaser, all requisite action by
the Purchaser's

directors and officers has been taken in connection therewith, and
(assuming the

due authorization, execution and delivery hereof by the Seller)
this Agreement

constitutes the valid, legal and binding agreement of the

                                
       
13

Purchaser, enforceable against the Purchaser in accordance with its
terms,

except as such enforcement may be limited by (A) laws relating to
bankruptcy,

insolvency, fraudulent transfer, reorganization, receivership,
conservatorship

or moratorium, (B) other laws relating to or affecting the rights
of creditors

generally, or (C) general equity principles (regardless of whether
such

enforcement is considered in a proceeding in equity or at law).

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

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

Agreement will not (A) violate the Purchaser's articles of
incorporation or

bylaws, (B) violate any law or regulation or any administrative
decree or order

to which it is subject if compliance therewith is necessary (1) to
ensure the

enforceability of this Agreement or (2) for the Purchaser to
perform its duties

and obligations under this Agreement or (C) constitute a default
(or an event

which, with notice or lapse of time, or both, would constitute a
default) under,

or result in the breach of, any material contract, agreement or
other instrument

to which the Purchaser is a party or by which the Purchaser is
bound, which

default might have consequences that would, in the Purchaser's
reasonable and

good faith judgment, materially and adversely affect the condition
(financial or

other) or operations of the Purchaser or its properties or have
consequences

that would materially and adversely affect its performance
hereunder.

            
(d)
     
The Purchaser is not a party to or bound by any agreement or

instrument or subject to any certificate of incorporation, bylaws
or any other

corporate restriction or any judgment, order, writ, injunction,
decree, law or

regulation that would, in the Purchaser's reasonable and good faith
judgment,

materially and adversely affect the ability of the Purchaser to
perform its

obligations under this Agreement or that requires the consent of
any third

person to the execution of this Agreement or the performance by the
Purchaser of

its obligations under this Agreement (except to the extent such
consent has been

obtained).

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

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

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

governmental authority or court, is required, under federal or
state law, for

the execution, delivery and performance by the Purchaser of, or
compliance by

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

transaction described in this Agreement.

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

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

Purchaser as a sale of the Mortgage Loans to the Purchaser in
exchange for

consideration consisting of a cash amount equal to the aggregate
Purchase

Consideration.

            
(g)
     
There is no action, suit, proceeding or investigation

pending or to the knowledge of the Purchaser, threatened against
the Purchaser

in any court or by or before any other governmental agency or
instrumentality

which would materially and adversely affect the validity of this
Agreement or

any action taken in connection with the obligations of the
Purchaser

contemplated herein, or which would be likely to impair materially
the ability

of the Purchaser to enter into and/or perform under the terms of
this Agreement.

                              
         
14

            
(h)
     
The Purchaser is not in default with respect to any order or

decree of any court or any order, regulation or demand of any
federal, state,

municipal or other governmental agency or body, which default might
have

consequences that would, in the Purchaser's reasonable and good
faith judgment,

materially and adversely affect the condition (financial or other)
or operations

of the Purchaser or its properties or might have consequences that
would

materially and adversely affect its performance hereunder.

            
SECTION 5.
  
Closing. The closing of the sale of the Mortgage

Loans (the "Closing") shall be held at the offices of Sidley Austin
LLP on the

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

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

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

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

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

Closing Date;

            
(b)
     
All documents specified in Section 6 of this Agreement (the

"Closing Documents"), in such forms as are agreed upon and
acceptable to the

Purchaser, the Seller, the Underwriters and their respective
counsel in their

reasonable discretion, shall be duly executed and delivered by all
signatories

as required pursuant to the respective terms thereof;

            
(c)
     
The Seller shall have delivered and released to the Trustee

(or a Custodian on its behalf) and the applicable Master Servicer,
respectively,

all documents represented to have been or required to be delivered
to the

Trustee and such Master Servicer pursuant to Section 2 of this
Agreement;

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

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

all material respects and the Seller and the Purchaser 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;

            
(e)
     
The Seller shall have paid all fees and expenses payable by

it to the Purchaser or otherwise pursuant to this Agreement as of
the Closing

Date;

            
(f)
     
One or more letters from the independent accounting firm of

Ernst & Young LLP, in form satisfactory to the Purchaser and
relating to certain

information regarding the Mortgage Loans and Certificates as set
forth in the

Prospectus (as defined in Section 6(d) of this Agreement) and
Prospectus

Supplement (as defined in Section 6(d) of this Agreement),
respectively, shall

have been delivered; and

            
(g)
     
The Seller shall have executed and delivered concurrently

herewith that certain Indemnification Agreement, dated as of
December 1, 2006,

among the Seller, Countrywide Commercial Real Estate Finance, Inc.,
IXIS Real

Estate Capital, Inc. and PNC Bank, National Association, the
Purchaser, the

Underwriters and the Initial Purchasers. Both parties agree to use
their best

reasonable efforts to perform their respective obligations
hereunder in a manner

that will enable the Purchaser to purchase the Mortgage Loans on
the Closing

Date.

                       
                
15

            
SECTION 6.
  
Closing Documents.
  
The Closing Documents shall consist

of the following:

            
(a)
     
(i) This Agreement duly executed by the Purchaser and the

Seller, (ii) the Pooling and Servicing Agreement duly executed by
the parties

thereto and (iii) the agreement(s) pursuant to which the servicing
rights with

respect to the Mortgage Loans are being sold to the applicable
Master Servicer

(such agreement(s), individually or collectively, as the case may
be, "Servicing

Rights Purchase Agreement");

            
(b)
     
An officer's certificate of the Seller, executed by a duly

authorized officer 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 this
Agreement are

true and correct in all material respects at and as of the Closing
Date with the

same effect as if made on such date; and (ii) the Seller has, in
all material

respects, complied with all the agreements and satisfied all the
conditions on

its part that are required under this Agreement to be performed or
satisfied at

or prior to the Closing Date;

            
(c)
     
An officer's certificate from an officer of the Seller

(signed in his/her capacity as an officer), dated the Closing Date,
and upon

which the Purchaser may rely, to the effect that each individual
who, as an

officer or representative of the Seller, signed this Agreement, the

Indemnification Agreement or any other document or certificate
delivered on or

before the Closing Date in connection with the transactions
contemplated herein

or therein, was at the respective times of such signing and
delivery, and is as

of the Closing Date, duly elected or appointed, qualified and
acting as such

officer or representative, and the signatures of such persons
appearing on such

documents and certificates are their genuine signatures;

            
(d)
     
An officer's certificate from an officer of the Seller

(signed in his/her capacity as an officer), dated the Closing Date,
and upon

which the Purchaser, the Underwriters and Initial Purchasers may
rely, to the

effect that (i) such officer has carefully examined the Specified
Portions (as

defined below) of the Free Writing Prospectus and nothing has come
to his/her

attention that leads him/her to believe that the Specified Portions
of the Free

Writing Prospectus, as of the Time of Sale or as of the Closing
Date, included

or include any untrue statement of a material fact relating to the
Mortgage

Loans or omitted or omit to state therein a material fact necessary
in order to

make the statements therein relating to the Mortgage Loans, in
light of the

circumstances under which they were made, not misleading, (ii) such
officer has

carefully examined the Specified Portions (as defined below) of the
Prospectus

Supplement and nothing has come to his/her attention that leads
him/her to

believe that the Specified Portions of the Prospectus Supplement,
as of the date

of the Prospectus Supplement or as of the Closing Date, included or
include any

untrue statement of a material fact relating to the Mortgage Loans
or omitted or

omit to state therein a material fact necessary in order to make
the statements

therein relating to the Mortgage Loans, in light of the
circumstances under

which they were made, not misleading, and (iii) such officer has
carefully

examined the Specified Portions (as defined below) of the
Memorandum (pursuant

to which certain classes of the Private Certificates are being
privately

offered) and nothing has come to his/her attention that leads
him/her to believe

that the Specified Portions of the Memorandum, as of the date
thereof or as of

the Closing Date, included or include any untrue statement of a
material fact

relating to the Mortgage Loans or omitted or omit to state therein
a material

fact necessary in order to make the

                                       
16

statements therein related to the Mortgage Loans, in the light of
the

circumstances under which they were made, not misleading.

            
The "Specified Portions" of each of the Free Writing Prospectuses

shall consist of Annex A-1 to such Free Writing Prospectus,
entitled "Certain

Characteristics of the Mortgage Loans" (insofar as the information
contained in

Annex A-1 relates to the Mortgage Loans sold by the Seller
hereunder), Annex A-2

to such Free Writing Prospectus, entitled "Certain Statistical
Information

Regarding the Mortgage Loans" (insofar as the information contained
in Annex A-2

relates to the Mortgage Loans sold by the Seller hereunder), Annex
A-3 to such

Free Writing Prospectus, entitled "Sonic Automotive II Amortization
Schedule",

Annex B to the Free Writing Prospectus entitled "Certain
Characteristics

Regarding Multifamily Properties" (insofar as the information
contained in Annex

B relates to the Mortgage Loans sold by the Seller hereunder),
Annex C to such

Free Writing Prospectus, entitled "Structural and Collateral Term
Sheet"

(insofar as the information contained in Annex C relates to the
Mortgage Loans

sold by the Seller hereunder), the CD-ROM which accompanies such
Free Writing

Prospectus (insofar as such CD-ROM is consistent with Annex A-1,
Annex A-2

and/or Annex B), and the following sections of such Free Writing
Prospectus

(only to the extent that any such information relates to the Seller
or the

Mortgage Loans sold by the Seller hereunder and exclusive of any
statements in

such sections that purport to describe the servicing and
administration

provisions of the Pooling and Servicing Agreement and exclusive of
aggregated

numerical information that includes the Other Mortgage Loans):
"Summary of

Offering Prospectus--Relevant Parties--Sponsors/Mortgage Loan
Sellers", "Summary

of Offering Prospectus--The Mortgage Loans and the Mortgaged Real
Properties",

"Risk Factors--Risks Related to the Mortgage Loans", "Description
of the

Mortgage Pool" and "Transaction Participants--The Sponsors" and
"Affiliations

and Certain Relationships and Related Transactions".

            
The "Specified Portions" of the Prospectus Supplement shall consist

of Annex A-1 to the Prospectus Supplement, entitled "Certain
Characteristics of

the Mortgage Loans" (insofar as the information contained in Annex
A-1 relates

to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to
the Prospectus

Supplement, entitled "Certain Statistical Information Regarding the
Mortgage

Loans" (insofar as the information contained in Annex A-2 relates
to the

Mortgage Loans sold by the Seller hereunder), Annex A-3 to the
Prospectus

Supplement, entitled "Sonic Automative II Amortization Schedule",
Annex A-5 to

the Prospectus Supplement, entitled "Elm Ridge Center Amortization
Schedule",]

Annex B to the Prospectus Supplement entitled "Certain
Characteristics Regarding

Multifamily Properties" (insofar as the information contained in
Annex B relates

to the Mortgage Loans sold by the Seller hereunder), Annex C to the
Prospectus

Supplement, entitled "Description of the Ten Largest Mortgage Loans
and/or

Groups of Cross-Collateralized Mortgage Loans" (insofar as the
information

contained in Annex C relates to the Mortgage Loans sold by the
Seller

hereunder), the CD-ROM which accompanies the Prospectus Supplement
(insofar as

such CD-ROM is consistent with Annex A-1, Annex A-2 and/or Annex
B), and the

following sections of the Prospectus Supplement (only to the extent
that any

such information relates to the Seller or the Mortgage Loans sold
by the Seller

hereunder and exclusive of any statements in such sections that
purport to

describe the servicing and administration provisions of the Pooling
and

Servicing Agreement and exclusive of aggregated numerical
information that

includes the Other Mortgage Loans): "Summary of Prospectus
Supplement--Relevant

Parties--Sponsors/Mortgage Loan Sellers", "Summary of Prospectus
Supplement--The

Mortgage Loans and the Mortgaged Real

                                       
17

Properties", "Risk Factors--Risks Related to the Mortgage Loans",
"Description

of the Mortgage Pool" and "Transaction Participants--The Sponsors"
and

"Affiliations and Certain Relationships and Related Transactions".

            
The "Specified Portions" of the Memorandum shall consist of the

Specified Portions of the Prospectus Supplement (as attached as an
exhibit to

the Memorandum).

            
For purposes of this Section 6(d) and this Agreement, the following

terms have the meanings set forth below:

            
"Free Writing Prospectus" means each of the Offering Prospectus

dated November 20, 2006 and relating to the Publicly-Offered
Certificates, as

supplemented and amended by the Offering Prospectus dated November
28, 2006, and

relating to the Publicly-Offered Certificates;

            
"Memorandum" means the confidential Private Placement Memorandum

dated December 1, 2006, and relating to the Private Certificates;

            
"Prospectus" means the prospectus dated September 13, 2006.

            
"Prospectus Supplement" means the prospectus supplement dated

December 1, 2006, that supplements the Prospectus and relates to
the

Publicly-Offered Certificates; and

            
"Time of Sale" means December 1, 2006, at 12:30 p.m.

            
(e)
     
Each of: (i) the resolutions of the Seller's board of

directors or a committee thereof authorizing the Seller's entering
into the

transactions contemplated by this Agreement, (ii) the certificate
of

incorporation and bylaws of the Seller, and (iii) an original or a
copy of a

certificate of good standing of the Seller issued by the State of
Delaware not

earlier than 30 days prior to the Closing Date;

            
(f)
     
A written opinion of counsel for the Seller relating to

organizational and enforceability matters (which opinion may be
from in-house

counsel, outside counsel or a combination thereof), reasonably
satisfactory to

the Purchaser, its counsel and the Rating Agencies, dated the
Closing Date and

addressed to the Purchaser, the Trustee, the Underwriters, the
Initial

Purchasers and each of the Rating Agencies, together with such
other written

opinions, including as to insolvency matters, as may be required by
the Rating

Agencies; and

            
(g)
     
Such further certificates, opinions and documents as the

Purchaser may reasonably request prior to the Closing Date.

            
SECTION 7.
  
Costs. Whether or not this Agreement is terminated,

both the Seller and the Purchaser shall pay their respective share
of the

transaction expenses incurred in connection with the transactions
contemplated

herein as set forth in the closing statement prepared by the
Purchaser and

delivered to and approved by the Seller on or before the Closing
Date, and in

the memorandum of understanding to which the Seller and the
Purchaser (or an

affiliate thereof) are parties with respect to the transactions
contemplated by

this Agreement.

                
                       
18

            
SECTION 8.
  
Grant of a Security Interest. It is the express intent

of the parties hereto that the conveyance of the Mortgage Loans by
the Seller to

the Purchaser as provided in Section 2 of this Agreement be, and be
construed

as, a sale of the Mortgage Loans by the Seller to the Purchaser and
not as a

pledge of the Mortgage Loans by the Seller to the Purchaser to
secure a debt or

other obligation of the Seller. However, if, notwithstanding the
aforementioned

intent of the parties, the Mortgage Loans are held to be property
of the Seller,

then, (a) it is the express intent of the parties 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, and (b) (i) this Agreement shall
also be

deemed to be a security agreement within the meaning of Article 9
of the UCC of

the applicable jurisdiction; (ii) the conveyance provided for in
Section 2 of

this Agreement shall be deemed to be a grant by the Seller to the
Purchaser of a

security interest in all of the Seller's right, title and interest
in and to the

Mortgage Loans, and all amounts payable to the holder of the
Mortgage Loans in

accordance with the terms thereof, and all proceeds of the
conversion, voluntary

or involuntary, of the foregoing into cash, instruments, securities
or other

property, including without limitation, all amounts, other than
investment

earnings (other than investment earnings required by Section
3.19(a) of the

Pooling and Servicing Agreement to offset Prepayment Interest
Shortfalls), from

time to time held or invested in the applicable Master Servicer's
Collection

Account, the Distribution Account or, if established, the REO
Account whether in

the form of cash, instruments, securities or other property; (iii)
the

assignment to the Trustee of the interest of the Purchaser as
contemplated by

Section 1 of this Agreement shall be deemed to be an assignment of
any security

interest created hereunder; (iv) the possession by the Trustee or
any of its

agents, including, without limitation, the Custodian, of the
Mortgage Notes, and

such other items of property as constitute instruments, money,
negotiable

documents or chattel paper shall be deemed to be possession by the
secured party

for purposes of perfecting the security interest pursuant to
Section 9-313 of

the UCC of the applicable jurisdiction; and (v) notifications to
persons (other

than the Trustee) holding such property, and acknowledgments,
receipts or

confirmations from persons (other than the Trustee) holding such
property, shall

be deemed notifications to, or acknowledgments, receipts or
confirmations from,

financial intermediaries, bailees or agents (as applicable) of the
secured party

for the purpose of perfecting such security interest under
applicable law. The

Seller and the Purchaser shall, to the extent consistent with this
Agreement,

take such actions as may be necessary to ensure that, if this
Agreement were

deemed to create a security interest in the Mortgage Loans, such
security

interest would be deemed to be a perfected security interest of
first priority

under applicable law and will be maintained as such throughout the
term of this

Agreement and the Pooling and Servicing Agreement. The Seller does
hereby

consent to the filing by the Purchaser of financing statements
relating to the

transactions contemplated hereby without the signature of the
Seller.

            
SECTION 9.
  
Notice of Exchange Act Reportable Events. The Seller

hereby agrees to deliver to the Purchaser any disclosure
information relating to

any event, specifically relating to the Seller, reasonably
determined in good

faith by the Purchaser as required to be reported on Form 8-K, Form
10-D or Form

10-K by the Trust Fund (in formatting reasonably appropriate for
inclusion in

such form) insofar as such disclosure is required under Item 1117
or 1119 of

Regulation AB or Item 1.03 to Form 8-K. The Seller shall use
reasonable efforts

to deliver proposed disclosure language relating to any event,
specifically

relating to the Seller, described under Item 1117 or 1119 of
Regulation AB or

Item 1.03 to Form 8-K to the Purchaser as soon as reasonably
practicable after

the Seller becomes aware of such event and in no event

                                    
   
19

more than (2) business days following the occurrence of such event
if such event

is reportable under Item 1.03 to Form 8-K. The obligation of the
Seller to

provide the above referenced disclosure materials in any fiscal
year of the

Trust will terminate upon the Trustee's filing a Form 15 with
respect to the

Trust as to that fiscal year in accordance with Section 8.16 of the
Pooling and

Servicing Agreement or the reporting requirements with respect to
the Trust

under the Securities Exchange Act of 1934, as amended (the "1934
Act") have

otherwise automatically suspended. The Seller hereby acknowledges
that the

information to be provided by it pursuant to this Section 9 will be
used in the

preparation of reports meeting the reporting requirements of the
Trust under

Section 13(a) and/or Section 15(d) of the 1934 Act.

            
SECTION 10. Notices. All notices, copies, requests, consents,

demands and other communications required hereunder shall be in
writing and sent

either by certified mail (return receipt requested) or by courier
service (proof

of delivery requested) to the intended recipient at the "Address
for Notices"

specified for such party on Exhibit A hereto, or as to either
party, at such

other address as shall be designated by such party in a notice
hereunder to the

other party. Except as otherwise provided in this Agreement, all
such

communications shall be deemed to have been duly given when
received, in each

case given or addressed as aforesaid.

            
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 (and by 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
that 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 an original, but
which together

shall constitute one and the same agreement.

            
SECTION 14. GOVERNING LAW; WAIVER OF TRIAL BY JURY. THIS AGREEMENT

AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE
PARTIES HERETO

SHALL BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF NEW

YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION
5-1401 OF THE NEW

YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT. THE
PARTIES HERETO

HEREBY WAIVE, TO THE FULLEST

                             
          
20

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 15. Attorneys' Fees. If any legal action, suit or
proceeding

is commenced between the Seller and the Purchaser regarding their
respective

rights and obligations under this Agreement, the prevailing party
shall be

entitled to recover, in addition to damages or other relief, costs
and expenses,

attorneys' fees and court costs (including, without limitation,
expert witness

fees). As used herein, the term "prevailing party" shall mean the
party that

obtains the principal relief it has sought, whether by compromise
settlement or

judgment. If the party that commenced or instituted the action,
suit or

proceeding shall dismiss or discontinue it without the concurrence
of the other

party, such other party shall be deemed the prevailing party.

            
SECTION 16. 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 17. 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 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. The Purchaser has
the right to

assign its interest under this Agreement, in whole or in part, as
may be

required to effect the purposes of the Pooling and Servicing
Agreement, and the

assignee shall, to the extent of such assignment, succeed to the
rights and

obligations hereunder of the Purchaser. Subject to the foregoing,
this Agreement

shall bind and inure to the benefit of and be enforceable by the
Seller, the

Purchaser, the Underwriters (as intended third party beneficiaries
hereof), the

Initial Purchasers (also as intended third party beneficiaries
hereof) and their

permitted successors and assigns. This Agreement is enforceable by
the

Underwriters, the Initial Purchasers and the other third party
beneficiaries

hereto in all respects to the same extent as if they had been
signatories

hereof.

            
SECTION 18. 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 hereto against
whom such waiver

or modification is sought to be enforced. The Seller's obligations
hereunder

shall in no way be expanded, changed or otherwise affected by any
amendment of

or modification to the Pooling and Servicing Agreement, including,
without

limitation, any defined terms therein, unless the Seller has
consented to such

amendment or modification in writing.

            
SECTION 19. Accountants' Letters. The parties hereto shall
cooperate

with Ernst & Young LLP in making available all information and
taking all steps

reasonably necessary to permit such accountants to deliver the
letters required

by the Underwriting Agreement and the Certificate Purchase
Agreement.

                                       
21

            
SECTION 20. Knowledge. Whenever a representation or warranty or

other statement in this Agreement (including, without limitation,
Schedule I

hereto) is made with respect to a Person's "knowledge," such
statement refers to

such Person's employees or agents who were or are responsible for
or involved

with the indicated matter and have actual knowledge of the matter
in question.

            
SECTION 21. Cross-Collateralized Mortgage Loans. Each Crossed Loan

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

in a Crossed Loan Group 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 I hereto and each of the capitalized terms used herein but
defined in

the Pooling and Servicing Agreement, shall be interpreted in a
manner consistent

with this Section 21. In addition, if there exists with respect to
any Crossed

Loan Group only one original of any document referred to in the
definition of

"Mortgage File" in this Agreement and covering all the Mortgage
Loans in such

Crossed Loan Group, the inclusion of the original of such document
in the

Mortgage File for any of the Mortgage Loans in such Crossed Loan
Group shall be

deemed an inclusion of such original in the Mortgage File for each
such Mortgage

Loan.

                           
[SIGNATURE PAGES TO FOLLOW]

                                       
22

            
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.

                     
                   
SELLER

                                        
------

                                        
MERRILL LYNCH MORTGAGE INVESTORS, INC.

                                        
By:

                                            
--------------------

                                            
Name: David M. Rodgers

                                            
Title: Executive Vice President

                                        
PURCHASER

                                        
---------

     
                                   
MERRILL LYNCH MORTGAGE INVESTORS,

                                         
INC.

                                        
By:

                                            
--------------------

                               
             
Name: David M. Rodgers

                                            
Title: Executive Vice President

                      
MLML MORTGAGE LOAN PURCHASE AGREEMENT

                                    
EXHIBIT A

Seller:

Address for Notices:

Merrill Lynch Mortgage Lending, Inc.,

c/o Global Commercial Real Estate

4 World Financial Center, 16th Floor

250 Vesey Street

New York, New York 10080

Attention: David Rodgers

with a copy to:

Merrill Lynch Mortgage Lending, Inc.

c/o Global Commercial Real Estate

4 World Financial Center, 16th Floor

250 Vesey Street

New York, New York 10080

Attention: Director of CMBS Securitizations

with a copy to:

Merrill Lynch Mortgage Lending, Inc.

4 World Financial Center, 12th Floor

250 Vesey Street

New York, New York 10080

Attention: General Counsel for Global Commercial Real Estate in the
Office

           
of the General Counsel

Purchaser:

Address for Notices:

Merrill Lynch Mortgage Investors, Inc.

c/o Global Commercial Real Estate

4 World Financial Center, 16th Floor

250 Vesey Street

New York, New York 10080

Attention:
  
David M. Rodgers

with a copy to:

Merrill Lynch Mortgage Investors, Inc.

c/o Global Commercial Real Estate

4 World Financial Center, 16th Floor

250 Vesey Street

New York, New York 10080

Attn: Director of CMBS Securitizations

and

Merrill Lynch Mortgage Investors, Inc.

4 World Financial Center, 12th Floor

250 Vesey Street

New York, New York 10080

Attention: General Counsel for Global

           
Commercial Real Estate in the Office

           
of the General Counsel

                                   
SCHEDULE I

                  
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

            
For purposes of this Schedule I, the "Value" of a Mortgaged
Property

shall mean the value of such Mortgaged Property as determined by
the appraisal

(and subject to the assumptions set forth in the appraisal)
performed in

connection with the origination of the related Mortgage Loan.

            
1.
      
Mortgage Loan Schedule. The information set forth in the

Mortgage Loan Schedule with respect to the Mortgage Loans is true
and correct in

all material respects (and contains all the items listed in the
definition of

"Mortgage Loan Schedule") as of the dates of the information set
forth therein

or, if not set forth therein, and in all events no earlier than, as
of the

respective Cut-off Dates for the Mortgage Loans.

            
2.
      
Ownership of Mortgage Loans. Immediately prior to the

transfer of the Mortgage Loans to the Purchaser, the Seller had
good title to,

and was the sole owner of, each Mortgage Loan. The Seller has full
right, power

and authority to transfer and assign each Mortgage Loan to or at
the direction

of the Purchaser free and clear of any and all pledges, liens,
charges, security

interests, participation interests and/or other interests and
encumbrances

(except for certain servicing rights as provided in the Pooling and
Servicing

Agreement, any permitted subservicing agreements and servicing
rights purchase

agreements pertaining thereto and the rights of a holder of a
related Non-Trust

Loan pursuant to a Loan Combination Intercreditor Agreement). The
Seller has

validly and effectively conveyed to the Purchaser all legal and
beneficial

interest in and to each Mortgage Loan free and clear of any pledge,
lien,

charge, security interest or other encumbrance (except for certain
servicing

rights as provided in the Pooling and Servicing Agreement, any
permitted

subservicing agreements and servicing rights purchase agreements
pertaining

thereto); provided that recording and/or filing of various transfer
documents

are to be completed after the Closing Date as contemplated hereby
and by the

Pooling and Servicing Agreement; and provided further that, if the
related

Mortgage and/or Assignment of Leases has been recorded in the name
of MERS or

its designee, no assignment of Mortgage and/or Assignment of Leases
in favor of

the Trustee is required to be prepared or delivered and instead,
the Seller

shall take all actions as are necessary to cause the Trust to be
shown as the

owner of the Mortgage Loan on the records of MERS for purposes of
the system of

recording transfers of beneficial ownership of mortgages maintained
by MERS. The

sale of the Mortgage Loans to the Purchaser or its designee does
not require the

Seller to obtain any governmental or regulatory approval or consent
that has not

been obtained. Each Mortgage Note is, or shall be as of the Closing
Date,

properly endorsed to the Purchaser or its designee and each such
endorsement is,

or shall be as of the Closing Date, genuine.

            
3.
      
Payment Record. No scheduled payment of principal and/or

interest under any Mortgage Loan was 30 days or more past due as of
the Due Date

for such Mortgage Loan in December 2006, without giving effect to
any applicable

grace period, nor was any such payment

30 days or more delinquent since the date of origination of any
Mortgage Loan,

without giving effect to any applicable grace period.

            
4.
      
Lien; Valid Assignment. Each Mortgage related to and

delivered in connection with each Mortgage Loan constitutes a valid
and, subject

to the limitations and exceptions set forth in representation 13
below,

enforceable first priority lien upon the related Mortgaged
Property, prior to

all other liens and encumbrances, and there are no liens and/or
encumbrances

that are pari passu with the lien of such Mortgage, in any event
subject,

however, to the following (collectively, the "Permitted
Encumbrances"): (a) the

lien for current real estate taxes, ground rents, water charges,
sewer rents and

assessments not yet delinquent or accruing interest or penalties;
(b) covenants,

conditions and restrictions, rights of way, easements and other
matters that are

of public record and/or are referred to in the related lender's
title insurance

policy (or, if not yet issued, referred to in a pro forma title
policy or a

"marked-up" commitment binding upon the title insurer); (c)
exceptions and

exclusions specifically referred to in such lender's title
insurance policy (or,

if not yet issued, referred to in a pro forma title policy or
"marked-up"

commitment binding upon the title insurer); (d) other matters to
which like

properties are commonly subject; (e) the rights of tenants (as
tenants only)

under leases (including subleases) pertaining to the related
Mortgaged Property;

(f) if such Mortgage Loan constitutes a Cross-Collateralized
Mortgage Loan, the

lien of the Mortgage for another Mortgage Loan contained in the
same Crossed

Group; (g) if the related Mortgaged Property consists of one or
more units in a

condominium, the related condominium declaration; and (h) the
rights of the

holder of any Non-Trust Loan that is part of a related Loan
Combination to which

any such Mortgage Loan belongs. The Permitted Encumbrances do not,
individually

or in the aggregate, materially interfere with the security
intended to be

provided by the related Mortgage, the current principal use of the
related

Mortgaged Property, the Value of the Mortgaged Property or the
current ability

of the related Mortgaged Property to generate income sufficient to
service such

Mortgage Loan. The related assignment of such Mortgage executed and
delivered in

favor of the Trustee is in recordable form (but for insertion of
the name and

address of the assignee and any related recording information which
is not yet

available to the Seller) and constitutes a legal, valid, binding
and, subject to

the limitations and exceptions set forth in representation 13
below, enforceable

assignment of such Mortgage from the relevant assignor to the
Trustee provided

that, if the related Mortgage and/or Assignment of Leases has been
recorded in

the name of MERS or its designee, no assignment of Mortgage and/or
Assignment of

Leases in favor of the Trustee is required to be prepared or
delivered and

instead, the Seller shall take all actions as are necessary to
cause the Trust

to be shown as the owner of the Mortgage Loan on the records of
MERS for

purposes of the system of recording transfers of beneficial
ownership of

mortgages maintained by MERS.

            
5.
      
Assignment of Leases and Rents. There exists, as part of

the related Mortgage File, an Assignment of Leases (either as a
separate

instrument or as part of the Mortgage) that relates to and was
delivered in

connection with each Mortgage Loan and that establishes and creates
a valid,

subsisting and, subject to the limitations and exceptions set forth
in

representation 13 below, enforceable first priority lien on and
security

interest in, subject to applicable law, the property, rights and
interests of

the related Mortgagor described therein, except for Permitted
Encumbrances and

except for the holder of any Non-Trust Loan that is part of a
related Loan

Combination to which any such Mortgage Loan belongs, and except
that a license

may have been granted to the related Mortgagor to exercise certain
rights and

perform

                                       
I-2

certain obligations of the lessor under the relevant lease or
leases, including,

without limitation, the right to operate the related leased
property so long as

no event of default has occurred under such Mortgage Loan; and each
assignor

thereunder has the full right to assign the same. The related
assignment of any

Assignment of Leases not included in a Mortgage, executed and
delivered in favor

of the Trustee is in recordable form (but for insertion of the name
and address

of the assignee and any related recording information which is not
yet available

to the Seller), and constitutes a legal, valid, binding and,
subject to the

limitations and exceptions set forth in representation 13 below,
enforceable

assignment of such Assignment of Leases from the relevant assignor
to the

Trustee; provided that, if the related Mortgage and/or Assignment
of Leases has

been recorded in the name of MERS or its designee, no assignment of
Mortgage

and/or Assignment of Leases in favor of the Trustee is required to
be prepared

or delivered and instead, the Seller shall take all actions as are
necessary to

cause the Trust to be shown as the owner of the Mortgage Loan on
the records of

MERS for purposes of the system of recording transfers of
beneficial ownership

of mortgages maintained by MERS. The related Mortgage or related
Assignment of

Leases, subject to applicable law, provides for the appointment of
a receiver

for the collection of rents or for the related mortgagee to enter
into

possession of the related Mortgaged Property to collect the rents
or provides

for rents to be paid directly to the related mortgagee, if there is
an event of

default beyond applicable notice and grace periods. Except for the
holder of the

related Non-Trust Loan with respect to any Mortgage Loan that is
part of a Loan

Combination, no person other than the related Mortgagor owns any
interest in any

payments due under the related leases on which the Mortgagor is the
landlord,

covered by the related Assignment of Leases.

            
6.
      
Mortgage Status; Waivers and Modifications. In the case of

each Mortgage Loan, except by a written instrument which has been
delivered to

the Purchaser or its designee as a part of the related Mortgage
File, (a) the

related Mortgage (including any amendments or supplements thereto
included in

the related Mortgage File) has not been impaired, waived, modified,
altered,

satisfied, canceled, subordinated or rescinded, (b) neither the
related

Mortgaged Property nor any material portion thereof has been
released from the

lien of such Mortgage and (c) the related Mortgagor has not been
released from

its obligations under such Mortgage, in whole or in material part.
With respect

to each Mortgage Loan, since the later of (a) November 20, 2006 and
(b) the

closing date of such Mortgage Loan, the Seller has not executed any
written

instrument that (i) impaired, satisfied, canceled, subordinated or
rescinded

such Mortgage Loan, (ii) waived, modified or altered any material
term of such

Mortgage Loan, (iii) released the Mortgaged Property or any
material portion

thereof from the lien of the related Mortgage, or (iv) released the
related

Mortgagor from its obligations under such Mortgage Loan in whole or
material

part. For avoidance of doubt, the preceding sentence does not
relate to any

release of escrows by the Seller or a servicer on its behalf.

            
7.
      
Condition of Property; Condemnation. In the case of each

Mortgage Loan, except as set forth in an engineering report
prepared by an

independent engineering consultant in connection with the
origination of such

Mortgage Loan, the related Mortgaged Property is, to the Seller's
knowledge, in

good repair and free and clear of any damage that would materially
and adversely

affect its value as security for such Mortgage Loan (except in any
such case

where an escrow of funds, letter of credit or insurance coverage
exists

sufficient to effect the necessary repairs and maintenance). As of
the date of

origination of the Mortgage Loan, there was no proceeding pending
for the

condemnation of all or any material part of the

                                       
I-3

related Mortgaged Property. As of the Closing Date, the Seller has
not received

notice and has no knowledge of any proceeding pending for the
condemnation of

all or any material portion of the Mortgaged Property securing any
Mortgage

Loan. As of the date of origination of each Mortgage Loan and, to
the Seller's

knowledge, as of the date hereof, (a) none of the material
improvements on the

related Mortgaged Property encroach upon the boundaries and, to the
extent in

effect at the time of construction, do not encroach upon the
building

restriction lines of such property, and none of the material
improvements on the

related Mortgaged Property encroached over any easements, except,
in each case,

for encroachments that are insured against by the lender's title
insurance

policy referred to in representation 8 below or that do not
materially and

adversely affect the Value or current use of such Mortgaged
Property and (b) no

improvements on adjoining properties encroached upon such Mortgaged
Property so

as to materially and adversely affect the Value of such Mortgaged
Property,

except those encroachments that are insured against by the lender's
title

insurance policy referred to in representation 8 below.

            
8.
      
Title Insurance. Each Mortgaged Property securing a

Mortgage Loan is covered by an American Land Title Association (or
an equivalent

form of) lender's title insurance policy (the "Title Policy") (or,
if such

policy has yet to be issued, by a pro forma policy or a "marked up"
commitment

binding on the title insurer) in the original principal amount of
such Mortgage

Loan after all advances of principal, insuring that the related
Mortgage is a

valid first priority lien on such Mortgaged Property, subject only
to the

Permitted Encumbrances, except that in the case of a Mortgage Loan
as to which

the related Mortgaged Property is made up of more than one parcel
of property,

each of which is secured by a separate Mortgage, such Mortgage (and
therefore

the related Title Policy) may be in an amount less than the
original principal

amount of the Mortgage Loan, but is not less than the allocated
amount of

subject parcel constituting a portion of the related Mortgaged
Property. Such

Title Policy (or, if it has yet to be issued, the coverage to be
provided

thereby) is in full force and effect, all premiums thereon have
been paid, no

material claims have been made thereunder and no claims have been
paid

thereunder. No holder of the related Mortgage has done, by act or
omission,

anything that would materially impair the coverage under such Title
Policy.

Immediately following the transfer and assignment of the related
Mortgage Loan

to the Trustee, such Title Policy (or, if it has yet to be issued,
the coverage

to be provided thereby) inures to the benefit of the Trustee as
sole insured

without the consent of or notice to the insurer. Such Title Policy
contains no

exclusion for whether, or it affirmatively insures (unless the
related Mortgaged

Property is located in a jurisdiction where such affirmative
insurance is not

available) that, (a) the related Mortgaged Property has access to a
public road,

and (b) the area shown on the survey, if any, reviewed or prepared
in connection

with the origination of the related Mortgage Loan is the same as
the property

legally described in the related Mortgage.

          
  
9.
      
No Holdback. The proceeds of each Mortgage Loan have been

fully disbursed (except in those cases where the full amount of the
Mortgage

Loan has been disbursed but a portion thereof is being held in
escrow or reserve

accounts documented as part of the Mortgage Loan documents and the
rights to

which are transferred to the Trustee (in the case of the Park La
Brea Apartments

Trust Mortgage Loan, subject to the rights of the JP Series
2006-LDP8 Trustee),

pending the satisfaction of certain conditions relating to leasing,
repairs or

other matters with respect to the related Mortgaged Property), and
there is no

obligation for future advances with respect thereto.

                                       
I-4

            
10.
     
Mortgage Provisions. The Mortgage Loan documents for each

Mortgage Loan, together with applicable state law, contain
customary and,

subject to the limitations and exceptions set forth in
representation 13 below,

enforceable provisions such as to render the rights and remedies of
the holder

thereof adequate for the practical realization against the related
Mortgaged

Property of the principal benefits of the security intended to be
provided

thereby, including, without limitation, judicial or non-judicial
foreclosure or

similar proceedings (as applicable for the jurisdiction where the
related

Mortgaged Property is located). None of the Mortgage Loan documents
contains any

provision that expressly excuses the related Mortgagor from
obtaining and

maintaining insurance coverage for acts of terrorism.

            
11.
     
Trustee under Deed of Trust. If the Mortgage for any

Mortgage Loan is a deed of trust, then (a) a trustee, duly
qualified under

applicable law to serve as such, has either been properly
designated and

currently so serves or may be substituted in accordance with the
Mortgage and

applicable law, and (b) no fees or expenses are or will become
payable to such

trustee by the Seller, the Purchaser or any transferee thereof
except in

connection with a trustee's sale after default by the related
Mortgagor or in

connection with any full or partial release of the related
Mortgaged Property or

related security for such Mortgage Loan.

            
12.
     
Environmental Conditions. Except in the case of the

Mortgaged Properties identified on Annex B hereto (as to which
properties the

only environmental investigation conducted in connection with the
origination of

the related Mortgage Loan related to asbestos-containing materials
and

lead-based paint), (a) an environmental site assessment meeting
ASTM standards

and covering all environmental hazards typically assessed for
similar properties

including use, type and tenants of the related Mortgaged Property,
a transaction

screen meeting ASTM standards or an update of a previously
conducted

environmental site assessment (which update may have been performed
pursuant to

a database update), was performed by an independent third-party
environmental

consultant (licensed to the extent required by applicable state
law) with

respect to each Mortgaged Property securing a Mortgage Loan in
connection with

the origination of such Mortgage Loan, (b) the report of each such
assessment,

update or screen, if any (an "Environmental Report"), is dated no
earlier than

(or, alternatively, has been updated within) twelve (12) months
prior to the

date hereof, (c) a copy of each such Environmental Report has been
delivered to

the Purchaser, and (d) either: (i) no such Environmental Report, if
any, reveals

that as of the date of the report there is a material violation of
applicable

environmental laws with respect to any known circumstances or
conditions

relating to the related Mortgaged Property; or (ii) if any such
Environmental

Report does reveal any such circumstances or conditions with
respect to the

related Mortgaged Property and the same have not been subsequently
remediated in

all material respects, then one or more of the following are
true--(A) one or

more parties not related to the related Mortgagor and collectively
having

financial resources reasonably estimated to be adequate to cure the
violation

was identified as the responsible party or parties for such
conditions or

circumstances, and such conditions or circumstances do not
materially impair the

Value of the related Mortgaged Property, (B) the related Mortgagor
was required

to provide additional security reasonably estimated to be adequate
to cure the

violations and/or to obtain and, for the period contemplated by the
related

Mortgage Loan documents, maintain an operations and maintenance
plan, (C) the

related Mortgagor, or other responsible party, provided a "no
further action"

letter or other evidence that would be acceptable to a reasonably
prudent

commercial mortgage lender, that applicable federal, state or local
governmental

authorities had no current intention of taking any action, and

                                       
I-5

are not requiring any action, in respect of such conditions or
circumstances,

(D) such conditions or circumstances were investigated further and
based upon

such additional investigation, a qualified environmental consultant
recommended

no further investigation or remediation, (E) the expenditure of
funds reasonably

estimated to be necessary to effect such remediation is not greater
than 2% of

the outstanding principal balance of the related Mortgage Loan, (F)
there exists

an escrow of funds reasonably estimated to be sufficient for
purposes of

effecting such remediation, (G) the related Mortgaged Property is
insured under

a policy of insurance, subject to certain per occurrence and
aggregate limits

and a deductible, against certain losses arising from such
circumstances and

conditions or (H) a responsible party provided a guaranty or
indemnity to the

related Mortgagor to cover the costs of any required investigation,
testing,

monitoring or remediation and, as of the date of origination of the
related

Mortgage Loan, such responsible party had financial resources
reasonably

estimated to be adequate to cure the subject violation in all
material respects.

To the Seller's actual knowledge and without inquiry beyond the
related

Environmental Report, there are no significant or material
circumstances or

conditions with respect to such Mortgaged Property not revealed in
any such

Environmental Report, where obtained, or in any Mortgagor
questionnaire

delivered to the Seller in connection with the issue of any related

environmental insurance policy, if applicable, that would require
investigation

or remediation by the related Mortgagor under, or otherwise be a
material

violation of, any applicable environmental law. The Mortgage Loan
documents for

each Mortgage Loan require the related Mortgagor to comply in all
material

respects with all applicable federal, state and local environmental
laws and

regulations. Each of the Mortgage Loans identified on Annex C
hereto is covered

by a secured creditor environmental insurance policy and each such
policy is

noncancellable during its term, is in the amount at least equal to
125% of the

principal balance of the Mortgage Loan, has a term ending no sooner
than the

date which is five years after the maturity date of the Mortgage
Loan to which

it relates and either does not provide for a deductible or the
deductible amount

is held in escrow and all premiums have been paid in full. Each
Mortgagor

represents and warrants in the related Mortgage Loan documents that
except as

set forth in certain environmental reports and to its knowledge it
has not used,

caused or permitted to exist and will not use, cause or permit to
exist on the

related Mortgaged Property any hazardous materials in any manner
which violates

federal, state or local laws, ordinances, regulations, orders,
directives or

policies governing the use, storage, treatment, transportation,
manufacture,

refinement, handling, production or disposal of hazardous
materials. The related

Mortgagor (or affiliate thereof) has agreed to indemnify, defend
and hold the

Seller and its successors and assigns harmless from and against any
and all

losses, liabilities, damages, injuries, penalties, fines,
out-of-pocket expenses

and claims of any kind whatsoever (including attorneys' fees and
costs) paid,

incurred or suffered by or asserted against, any such party
resulting from a

breach of environmental representations, warranties or covenants
given by the

Mortgagor in connection with such Mortgage Loan.

            
13.
     
Loan Document Status. Each Mortgage Note, Mortgage, and each

other agreement executed by or on behalf of the related Mortgagor
with respect

to each Mortgage Loan is