MORTGAGE LOAN PURCHASE AGREEMENT

                                                                    EXHIBIT 99.4

                           MORTGAGE LOAN PURCHASE AGREEMENT

            This Mortgage Loan Purchase Agreement (this "Agreement"), is dated
and effective December 21, 2006, between General Electric Capital Corporation as
seller (the "Seller"), and Deutsche Mortgage & Asset Receiving Corporation, as
purchaser (the "Purchaser").

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

            It is expected that the Mortgage Loans will be transferred, together
with other commercial, multifamily and manufactured housing mortgage loans (such
mortgage loans, the "Other Mortgage Loans"), to COMM 2006-C8 Mortgage Trust, a
trust fund (the "Trust Fund") to be formed by the Purchaser, the beneficial
ownership of which will be evidenced by a series of mortgage pass-through
certificates (the "Certificates"). Certain classes of the Certificates will be
rated by Moody's Investors Service, Inc., and Fitch, Inc. (together, the "Rating
Agencies"). Certain classes of the Certificates (the "Registered Certificates")
will be registered under the Securities Act of 1933, as amended (the "Securities
Act"). The Trust Fund will be created and the Certificates will be issued
pursuant to a pooling and servicing agreement to be dated as of December 1, 2006
(the "Pooling and Servicing Agreement"), among the Purchaser, as depositor,
Midland Loan Services, Inc., as the master servicer with respect to all of the
Mortgage Loans other than the EZ Storage Portfolio Loan (the "Master Servicer"),
LNR Partners, Inc., as special servicer with respect to all of the Mortgage
Loans other than the EZ Storage Portfolio Loan (in such capacity, the "Special
Servicer"), and LaSalle Bank National Association, as trustee (the "Trustee")
and paying agent.

            The Purchaser intends to sell certain of the Certificates to
Deutsche Bank Securities Inc. ("DBS"), Banc of America Securities LLC ("BAS"),
Barclays Capital Inc. ("BCI") and Morgan Stanley & Co. Incorporated ("Morgan
Stanley") and collectively with DBS, BAS and BCI, in such capacity the
"Underwriters") pursuant to an underwriting agreement dated December 13, 2006
(the "Underwriting Agreement"). The Purchaser intends to sell certain other
Certificates (the "Non-Registered Certificates") pursuant to a certificate
purchase agreement dated December 13, 2006 (the "Certificate Purchase
Agreement") to Deutsche Bank Securities Inc. and Banc of America Securities LLC
(together, in such capacity the "Initial Purchasers"). Capitalized terms not
otherwise defined herein have the meanings assigned to them in the Pooling and
Servicing Agreement (as of the Closing Date) or in the GECC Indemnification
Agreement which was entered into by the Seller, the Purchaser and the
Underwriters on December 13, 2006 (the "GECC Indemnification Agreement").

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

            SECTION 1. Agreement to Purchase.

            Subject to the terms and conditions set forth in this Agreement, the
Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser
upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1,
and the Purchaser agrees to purchase, the Mortgage Loans. The purchase and sale
of the Mortgage Loans shall take place on December 21, 2006 or such other date
as shall be mutually acceptable to the parties hereto (the "Closing Date"). As
of the close of business on December 1, 2006 (the "Cut-off Date"), the Mortgage
Loans will have an aggregate principal balance (the "Aggregate Cut-off Date
Balance"), after application of all payments of principal due thereon on or
before the Cut-off Date, whether or not received, of $567,401,793, subject to a
variance of plus or minus 5%. The purchase price of the Mortgage Loans
(inclusive of accrued interest and exclusive of the Seller's pro rata share of
the costs set forth in Section 9 hereof) (the "Mortgage Loan Purchase Price")
shall be equal to the amount set forth on the cross receipt between the Seller
and the Purchaser dated the date hereof.

            SECTION 2. Conveyance of Mortgage Loans.

            (a) On the Closing Date, subject only to receipt by the Seller of
the Mortgage Loan Purchase Price, the satisfaction of the other closing
conditions required to be satisfied on the part of Purchaser pursuant to Section
7 and the issuance of the Certificates, the Seller agrees to (i) sell, transfer,
assign, set over and otherwise convey to the Purchaser, without recourse, all
the right, title and interest of the Seller in and to the Mortgage Loans
identified on the Mortgage Loan Schedule, including all rights to payment in
respect thereof, which includes all interest and principal received or
receivable by the Seller on or with respect to the Mortgage Loans after the
Cut-off Date (subject to the proviso in the next sentence), together with all of
the Seller's right, title and interest in and to the proceeds of any related
title, hazard, or other insurance policies and any escrow, reserve or other
comparable accounts related to the Mortgage Loans, subject to (i) that certain
Servicing Rights Purchase Agreement dated as of December 21, 2006 between the
Master Servicer and the Seller, (ii) the rights of the 777 Sunrise Highway B
Loan Noteholder under the 777 Sunrise Highway Intercreditor Agreement, (iii) the
rights of the Sabre Office Centre B Loan Noteholder under the Sabre Office
Centre Intercreditor Agreement, (iv) the rights of the Shoppes at Savannah B
Loan Noteholder under the Shoppes at Savannah Intercreditor Agreement and (v)
the rights of the Summit Park Apartments B Loan Noteholders under the Summit
Park Apartments Intercreditor Agreement. The Purchaser shall be entitled to
(and, to the extent received by or on behalf of the Seller, the Seller shall
deliver or cause to be delivered to or at the direction of the Purchaser) all
scheduled payments of principal and interest due on the Mortgage Loans after the
Cut-off Date, and all other recoveries of principal and interest collected
thereon after the Cut-off Date; provided, however, that all scheduled payments
of principal and interest accrued but not paid thereon, due on or before the
Cut-off Date and collected after the Cut-off Date shall belong to the Seller,
and the Purchaser or its successors or assigns shall promptly remit any such
payments to the Seller.

            On or prior to the Closing Date, the Seller shall retain a third
party vendor reasonably satisfactory to the Controlling Class Representative to
complete the assignment and recordation of the related Loan Documents, as
contemplated by the next sentence. On or promptly following the Closing Date,
the Seller shall cause such third party vendor, to the extent possession of
recorded copies of each Mortgage and the documents described in clauses (iii),
(iv), (v), (viii), (xiii) and (xiv) of Exhibit B have been delivered to it, at
the expense of the Seller, (1) to prepare and record (a) each Assignment of
Mortgage referred to in clause (iii) of Exhibit B which has not yet been
submitted for recording and (b) each Reassignment of Assignment of Leases, Rents
and Profits referred to in clause (viii)(B) of Exhibit B (if not otherwise
included in the related Assignment of Mortgage) which has not yet been submitted
for recordation; and (2) to prepare and file each UCC assignment of financing
statement referred to in clause (v)(B) or (xiii) of Exhibit B which has not yet
been submitted for filing or recording. The Seller shall direct the related
third party vendor to promptly prepare and submit (and in no event later than 30
Business Days following the receipt of the related documents in the case of
clause 1(a) of the prior sentence and 60 days following the receipt of the
applicable documents in the case of clauses 1(b) and 2 of the prior sentence)
for recording or filing, as the case may be, in the appropriate public recording
or filing office, each such document. In the event that any such document is
lost or returned unrecorded because of a defect therein, the Seller, at its
expense, shall promptly prepare a substitute document for signature by the
Purchaser or itself, as applicable, and thereafter the Seller shall cause each
such document to be duly recorded or filed. The Seller shall, promptly upon
receipt of the original recorded or filed copy (and in no event later than five
Business Days following such receipt) deliver such original to the Custodian (in
the case of each UCC financing statement or UCC assignment of financing
statement, with evidence of filing or recording thereon). Notwithstanding
anything to the contrary contained in this Section 2, in those instances where
the public recording office retains the original Mortgage, Assignment of
Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if
applicable, after any has been recorded, the obligations hereunder of the Seller
shall be deemed to have been satisfied upon delivery to the Custodian of a copy
of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of
Leases, Rents and Profits, if applicable, certified by the public recording
office to be a true and complete copy of the recorded original thereof or
otherwise with evidence of recording indicated thereon.

            (b) In connection with the Seller's assignment pursuant to
subsection (a) above, the Seller shall deliver to and deposit with, or cause to
be delivered to and deposited with, the Custodian, on or before the Closing
Date, the documents and/or instruments referred to in clauses (i), (ii), (vii),
(xi) and (xvii) of Exhibit B for each Mortgage Loan so assigned (with originals
with respect to clauses (i) and (xvii) and copies with respect to clauses (ii),
(vii) and (xi)) and, within 30 days following the Closing Date, the remaining
applicable documents in Exhibit B for each such Mortgage Loan with copies to the
Master Servicer.

            (c) If the Seller cannot deliver, or cause to be delivered, as to
any Mortgage Loan, the original Note, the Seller shall deliver a copy or
duplicate original of such Note, together with an affidavit certifying that the
original thereof has been lost or destroyed and an indemnification in connection
therewith in favor of the Trustee.

             If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, the original or a copy of any of the documents and/or instruments
referred to in clauses (ii), (iv)(A), (v)(A), (viii)(A), (xiv) and (xvi) of
Exhibit B and the UCC financing statements and UCC assignments of financing
statements referred to in clause (xiii) of Exhibit B, with evidence of recording
or filing thereon, solely because of a delay caused by the public recording or
filing office where such document or instrument has been delivered for
recordation or filing, or because such original recorded or filed document has
been lost or returned from the recording or filing office and subsequently lost,
as the case may be, the delivery requirements of this Section 2(b) shall be
deemed to have been satisfied as to such missing item, and such missing item
shall be deemed to have been included in the related Mortgage File, provided
that a copy of such document or instrument (without evidence of recording or
filing thereon, but certified (which certificate may relate to multiple
documents and/or instruments) by the applicable public recording or filing
office, the applicable title insurance company or by the Seller to be a true and
complete copy of the original thereof submitted for recording or filing, as the
case may be) has been delivered to the Trustee within 45 days after the Closing
Date, and either the original of such missing document or instrument, or a copy
thereof, with evidence of recording or filing, as the case may be, thereon, is
delivered to or at the direction of the Purchaser (or any subsequent owner of
the affected Mortgage Loan, including without limitation the Trustee) within 180
days after the Closing Date (or within such longer period after the Closing Date
as the Purchaser (or such subsequent owner) may consent to, which consent shall
not be unreasonably withheld so long as the Seller has provided the Purchaser
(or such subsequent owner) with evidence of such recording or filing, as the
case may be, or has certified to the Purchaser (or such subsequent owner) as to
the occurrence of such recording or filing, as the case may be, and is, as
certified to the Purchaser (or such subsequent owner) no less often than
quarterly, in good faith attempting to obtain from the appropriate public
recording or filing office such original or copy).

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, the original or a copy of the related lender's title insurance
policy referred to in clause (vii) of Exhibit B solely because such policy has
not yet been issued, the delivery requirements of this Section 2(b) shall be
deemed to be satisfied as to such missing item, and such missing item shall be
deemed to have been included in the related Mortgage File, provided that the
Seller has delivered to the Trustee a binder marked as binding and countersigned
by the title insurer or its authorized agent (which may be a pro forma or
specimen title insurance policy which has been accepted or approved in writing
as binding by the related title insurance company) or an acknowledged closing
instruction or escrow letter, and the Seller shall deliver to or at the
direction of the Purchaser (or any subsequent owner of the affected Mortgage
Loan, including without limitation the Trustee), promptly following the receipt
thereof, the original related lender's title insurance policy (or a copy
thereof). In addition, notwithstanding anything to the contrary contained
herein, if there exists with respect to any group of related
cross-collateralized Mortgage Loans only one original of any document referred
to in Exhibit B covering all the Mortgage Loans in such group, then the
inclusion of the original of such document in the Mortgage File for any of the
Mortgage Loans in such group shall be deemed an inclusion of such original in
the Mortgage File for each such Mortgage Loan. On the Closing Date, upon (i)
notification from the Seller that the purchase price referred to in Section 1
has been received by the Seller and (ii) the issuance of the Certificates, the
Purchaser shall be authorized to release to the Trustee or its designee all of
the Mortgage Files in the Purchaser's possession relating to the Mortgage Loans.

            Notwithstanding anything herein to the contrary, with respect to the
documents referred to in clause (xvii) and clause (xviii) on Exhibit B, the
Master Servicer shall hold the original of each such document in trust on behalf
of the Trustee in order to draw on such letter of credit on behalf of the Trust
and the Seller shall be deemed to have satisfied the delivery requirements of
this Agreement by delivering the original of each such document to the Master
Servicer. The Seller shall pay any costs of assignment or amendment of such
letter of credit required (which assignment or amendment shall change the
beneficiary of the letter of credit to the Trust in care of the Master Servicer)
in order for the Master Servicer to draw on such letter of credit on behalf of
the Trust. In the event that the documents specified in clause (xviii) on
Exhibit B are missing because the related assignment or amendment documents have
not been completed, the Seller shall take all reasonably necessary steps to
enable the Master Servicer to draw on the related letter of credit on behalf of
the Trust including, if necessary, drawing on the letter of credit in its own
name pursuant to written instructions from the Master Servicer and immediately
remitting such funds (or causing such funds to be remitted) to the Master
Servicer.

            Contemporaneously with the execution of this Agreement by the
Purchaser and the Seller, the Seller shall deliver a power of attorney to each
of the Master Servicer and the Special Servicer at the direction of the
Controlling Class Representative or its assignees, to take such other action as
is necessary to effect the delivery, assignment and/or recordation of any
documents and/or instruments relating to any Mortgage Loan which have not been
delivered, assigned or recorded at the time required for enforcement by the
Trust Fund. The Seller will be required to effect at its expense the assignment
and recordation of its Loan Documents until the assignment and recordation of
all such Loan Documents has been completed.

            (d) As to each Mortgage Loan, the Seller shall be responsible for
all costs associated with the recording or filing, as the case may be, of each
assignment referred to in clauses (iii) and (viii)(B) of Exhibit B and each
UCC-2 and UCC-3 assignment of financing statement, if any, referred to in clause
(v)(B) of Exhibit B. If any such document or instrument is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, the
Seller shall promptly prepare or cause the preparation of a substitute therefor
or cure or cause the curing of such defect, as the case may be, and shall
thereafter deliver the substitute or corrected document to or at the direction
of the Purchaser (or any subsequent owner of the affected Mortgage Loan,
including without limitation the Trustee) for recording or filing, as
appropriate, at the Seller's expense.

            (e) Except as provided below, all documents and records in the
Seller's possession (or under its control) relating to the Mortgage Loans that
are not required to be a part of a Mortgage File in accordance with Exhibit B
but that are reasonably required to service the Mortgage Loans (all such other
documents and records, including Environmental Reports, as to any Mortgage Loan,
the "Servicing File"), together with all escrow payments, reserve funds and
other comparable funds in the possession of the Seller (or under its control)
with respect to the Mortgage Loans, shall (unless they are held by a
sub-servicer that shall, as of the Closing Date, begin acting on behalf of the
Master Servicer pursuant to a written agreement between such parties) be
delivered by the Seller (or its agent) to the Purchaser (or its designee) no
later than the Closing Date; provided, however, the Seller shall not be required
to deliver, and the Servicing File shall not be deemed to include drafts of Loan
Documents, attorney-client or internal communications of the Seller or its
affiliates or Seller's credit underwriting or due diligence analyses or related
data (as distinguished from Environmental Reports, financial statements, credit
reports, title reports, structural and engineering reports, appraisals and other
reports, analyses or data provided by the Borrowers or third parties other than
the Seller's attorneys). If a sub-servicer shall, as of the Closing Date, begin
acting on behalf of the Master Servicer with respect to any Mortgage Loan
pursuant to a written agreement between such parties, the Seller or its agent
shall deliver a copy of the related Servicing File to the Master Servicer.

            (f) Each of the Seller's and the Purchaser's records will reflect
the transfer of the Mortgage Loans to the Purchaser as a sale, including for
accounting purposes. Following the transfer of the Mortgage Loans to the
Purchaser, the Seller will not take any action inconsistent with the ownership
of the Mortgage Loans by the Purchaser or its assignees.

            (g) Furthermore, it is the express intent of the parties hereto that
the conveyance of the Mortgage Loans by Seller to Purchaser as provided in this
Agreement be, and be construed as, a sale of the Mortgage Loans by Seller to
Purchaser and not a pledge of the Mortgage Loans by Seller to Purchaser to
secure a debt or other obligation of Seller.

            (h) It is further acknowledged and agreed by the Seller that the
Purchaser intends to convey all right, title and interest of the Purchaser in
and to the Mortgage Loans and all rights and remedies under this Agreement
(excluding the Purchaser's rights and remedies under Section 9 below and the
GECC Indemnification Agreement) to the Trustee on behalf of the
Certificateholders, including, without limitation, all rights and remedies as
may be available under Section 6 to the Purchaser in the event of a Material
Breach or a Material Defect; provided, that the Trustee on behalf of the
Certificateholders shall be a third-party beneficiary of this Agreement and
shall be entitled to enforce any obligations of the Seller hereunder in
connection with a Material Breach or a Material Defect as if the Trustee on
behalf of the Certificateholders had been an original party to this Agreement.

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


            The Seller shall reasonably cooperate with any examination of the
Mortgage Files and Servicing Files that may be undertaken by or on behalf of the
Purchaser. The fact that the Purchaser has conducted or has failed to conduct
any partial or complete examination of the Mortgage Files and/or Servicing Files
shall not affect the Purchaser's right to pursue any remedy available in equity
or at law under Section 6 for a breach of the Seller's representations,
warranties and covenants set forth in or contemplated by Section 4.

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

            (a) The Seller hereby makes, as of the date hereof (or as of such
other date specifically provided in the particular representation or warranty),
to and for the benefit of the Purchaser, the Trustee on behalf of the
Certificateholders and the respective successors-in-interest of the Purchaser
and the Trustee (in each case, subject to the limitations on assignment
described in Section 17 hereof), each of the representations and warranties set
forth in Exhibit C subject to the exceptions set forth in Schedule C-1 to
Exhibit C.

            (b) In addition, the Seller, as of the date hereof, hereby
represents and warrants to, and covenants with, the Purchaser that:

            (i) The Seller is a corporation, duly organized, validly existing
      and in good standing under the laws of the State of Delaware, and is in
      compliance with the laws of each State in which any Mortgaged Property is
      located to the extent necessary to ensure the enforceability of each
      Mortgage Loan and to perform its obligations under this Agreement.

            (ii) The execution and delivery of this Agreement by the Seller, and
      the performance of, and compliance with, the terms of this Agreement by
      the Seller, do not violate the Seller's organizational documents or
      constitute a default (or an event which, with notice or lapse of time, or
      both, would constitute a default) under, or result in the breach of, any
      material agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets, in each case which materially and
      adversely affects the ability of the Seller to carry out the transactions
      contemplated by this Agreement.

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

            (iv) This Agreement, assuming due authorization, execution and
      delivery by the Purchaser, constitutes a valid, legal and binding
      obligation of the Seller, enforceable against the Seller in accordance
      with the terms hereof, subject to (A) applicable bankruptcy, insolvency,
      reorganization, receivership, moratorium and other laws affecting the
      enforcement of creditors' rights generally, (B) general principles of
      equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law, and (C) public policy considerations
      underlying the securities laws, to the extent that such public policy
      considerations limit the enforceability of the provisions of this
       Agreement that purport to provide indemnification or contribution for
      securities laws liabilities.

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

            (vi) No litigation is pending or, to the best of the Seller's
      knowledge, threatened against the Seller the outcome of which, in the
      Seller's good faith and reasonable judgment, is likely to materially and
      adversely affect the ability of the Seller to perform its obligations
      under this Agreement or the financial condition of the Seller.

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

            (viii) Insofar as it relates to the Mortgage Loans, the information
      set forth in Annex A-1 and Annex A-2 to the Prospectus Supplement (as
      defined in the GECC Indemnification Agreement) (the "Loan Detail") and, to
      the extent consistent therewith, the information set forth on the diskette
      attached to the Prospectus Supplement and the accompanying prospectus (the
      "Diskette"), is true and correct in all material respects. Insofar as it
      relates to the description of the Mortgage Loans and/or the Seller and
      does not represent a restatement or aggregation of the information on the
      Loan Detail, the information set forth in Time of Sale Information (as
      defined in the GECC Indemnification Agreement), the Memorandum (as defined
      in the GECC Indemnification Agreement) (insofar as the Prospectus
      Supplement is an exhibit thereto) and in the Prospectus Supplement under
      the headings "Summary of the Prospectus Supplement--Relevant Parties and
      Dates--Sponsors," "--Mortgage Loan Sellers," "--Originators," "--The
      Mortgage Pool," "Risk Factors--Risks Related to the Mortgage Loans,"
      "Transaction Parties--The Sponsors" and "Description of the Mortgage Pool"
       and the information set forth on Annex A-1 and Annex A-2 and Annex B to
      the Prospectus Supplement, and to the extent it contains information
      consistent with that on such Annex A-1 and Annex A-2 set forth on the
      Diskette, does not (or, in the case of the Time of Sale Information, did
      not as of the Time of Sale (as defined in the GECC Indemnification
      Agreement) contain any untrue statement of a material fact or (in the case
      of the Memorandum, when read together with the other information specified
      therein as being available for review by investors) omit to state any
      material fact necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading.

             (ix) 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 (including, with respect to any bulk
      sale laws), for the execution, delivery and performance of, or compliance
      by, the Seller with this Agreement, or the consummation by the Seller of
      any transaction contemplated hereby, other than (1) the filing or
      recording of financing statements, instruments of assignment and other
      similar documents necessary in connection with the Seller's sale of the
      Mortgage Loans to the Purchaser, (2) such consents, approvals,
      authorizations, qualifications, registrations, filings or notices as have
      been obtained, made or given and (3) where the lack of such consent,
      approval, authorization, qualification, registration, filing or notice
      would not have a material adverse effect on the performance by the Seller
      under this Agreement.

             (c) Upon discovery by any of the Seller or the parties to the
Pooling and Servicing Agreement of a breach of any of the representations and
warranties made pursuant to and set forth in subsection (b) above which
materially and adversely affects the interests of the Purchaser or a breach of
any of the representations and warranties made pursuant to subsection (a) above
and set forth in Exhibit C which materially and adversely affects the value of
any Mortgage Loan, the value of the related Mortgaged Property or the interests
therein of the Purchaser, the Trustee on behalf of the Certificateholders or any
Certificateholder, the party discovering such breach shall give prompt written
notice to the Seller and/or the other parties, as applicable.

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

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

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

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

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

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

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

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

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

            (viii) 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 Purchaser's execution,
      delivery and performance of or compliance by the Purchaser with this
       Agreement, or the consummation by the Purchaser of any transaction
      contemplated hereby, other than (1) such consents, approvals,
      authorizations, qualifications, registrations, filings or notices as have
      been obtained, made or given and (2) where the lack of such consent,
      approval, authorization, qualification, registration, filing or notice
      would not have a material adverse effect on the performance by the
      Purchaser under this Agreement.

            (b) Upon discovery by any of the parties hereto of a breach of any
of the representations and warranties set forth above which materially and
adversely affects the interests of the Seller, the party discovering such breach
shall give prompt written notice to the other party hereto.

            SECTION 6. Repurchases; Substitutions.

            (a) If any of the parties to this Agreement discovers that any
document constituting a part of a Mortgage File has not been delivered within
the time periods provided for herein, has not been properly executed, is
missing, does not appear to be regular on its face or contains information that
does not conform in any material respect with the corresponding information set
forth in the Mortgage Loan Schedule (each, a "Defect"), or discovers or receives
notice of a breach of any representation or warranty of the Seller made pursuant
to Section 4(a) of this Agreement with respect to any Mortgage Loan (a
"Breach"), such party shall give prompt written notice thereof to each of the
Rating Agencies, the Seller, the parties to the Pooling and Servicing Agreement
and the Controlling Class Representative. If any such Defect or Breach
materially and adversely affects the value of any Mortgage Loan, the value of
the related Mortgaged Property or the interests therein of the Purchaser, the
Trustee or any Certificateholders, then such Defect shall constitute a "Material
Defect" or such Breach shall constitute a "Material Breach," as the case may be;
provided, however, that if any of the documents specified in clauses (i), (ii),
(vii), (xi) and (xvii) of the definition of "Mortgage File" is not delivered,
and is certified as missing, pursuant to the first paragraph of Section 2.01(b)
of the Pooling and Servicing Agreement, it shall be deemed a Material Defect.
Promptly upon receiving written notice of any such Material Defect or Material
Breach with respect to a Mortgage Loan (including through a written notice given
by any party hereto, as provided above), the Seller shall, not later than 90
days from the Seller's receipt of notice from the Master Servicer, the Special
Servicer, the Trustee or the Custodian of such Material Defect or Material
Breach, as the case may be (or, in the case of a Material Defect or Material
Breach relating to a Mortgage Loan not being a "qualified mortgage" within the
meaning of the REMIC Provisions, not later than 90 days after the Seller or any
party to the Pooling and Servicing Agreement discovering such Material Defect or
Material Breach) (any such 90-day period, the "Initial Resolution Period"), (i)
cure the same in all material respects, (ii) repurchase the affected Mortgage
Loan at the applicable Repurchase Price or (iii) substitute a Qualifying
Substitute Mortgage Loan for such affected Mortgage Loan (provided that in no
event shall such substitution occur later than the second anniversary of the
Closing Date) and pay to the Master Servicer for deposit into the Collection
Account any Substitution Shortfall Amount in connection therewith; provided,
however, that with respect to any Material Defect arising from a missing
document as to which the Trustee closing date certification stated the Trustee
was not in possession of such document on the Closing Date pursuant to the first
sentence of the second paragraph of Section 2.02 of the Pooling and Servicing
Agreement, the related Mortgage Loan Seller shall have 30 days to cure such
Material Defect; provided, further, that with respect to any Material Defect
arising from a missing document as to which the Trustee inadvertently certified
its possession of such document (x) as of the Closing Date, in the form of
Exhibit S-1 to the Pooling and Servicing Agreement or (y) no later than 45 days
following the Closing Date, in the form of Exhibit S-2 to the Pooling and
Servicing Agreement, the Seller shall have 30 days to cure the Material Defect
relating to the missing document; provided, further, that if (i) such Material
Defect or Material Breach (other than one relating to the immediately preceding
proviso) is capable of being cured but not within the Initial Resolution Period,
(ii) such Material Defect or Material Breach is not related to any Mortgage
Loan's not being a "qualified mortgage" within the meaning of the REMIC
Provisions and (iii) the Seller has commenced and is diligently proceeding with
the cure of such Material Defect or Material Breach within the Initial
Resolution Period, then the Seller shall have an additional period equal to the
applicable Resolution Extension Period to complete such cure or, failing such
cure, to repurchase the Mortgage Loan or substitute a Qualifying Substitute
Mortgage Loan. The Seller shall have an additional 90 days (without duplication
of the additional 90-day period set forth in the last sentence of the definition
of Resolution Extension Period) to cure such Material Defect or Material Beach,
provided that, the Seller has commenced and is diligently proceeding with the
cure of such Material Defect or Material Breach and such failure to cure is
solely the result of a delay in the return of documents from the local filing or
recording authorities. Notwithstanding the foregoing, if a Mortgage Loan is not
secured by a hotel, restaurant (operated by a Borrower), healthcare facility,
nursing home, assisted living facility, self-storage facility, theatre,
manufactured housing or fitness center (operated by a Borrower) property, then
the failure to deliver to the Trustee copies of the UCC financing statements
with respect to such Mortgage Loan shall not be a Material Defect.

            If the Seller is notified of a Defect in any Mortgage File that
corresponds to information set forth in the Mortgage Loan Schedule, the Seller
shall promptly correct such Defect and provide a new, corrected Mortgage Loan
Schedule to the Purchaser, which corrected Mortgage Loan Schedule shall be
deemed to amend and replace the existing Mortgage Loan Schedule for all
purposes. The failure of the Master Servicer, the Special Servicer or the
Trustee to notify the Seller of a Material Defect or Material Breach shall not
constitute a waiver of any cure or repurchase obligation, provided that the
Seller must receive written notice thereof as described in this Section 6(a)
before commencement of the Initial Resolution Period.

            Notwithstanding the foregoing, if (x) there exists a Breach of any
representation or warranty on the part of the Seller as set forth in, or made
pursuant to, clause 38 of Exhibit C to this Agreement relating to fees and
expenses payable by the Borrower associated with the exercise of a defeasance
option, a waiver of a "due-on-sale" provision or a "due-on-encumbrance"
provision or the release of any Mortgaged Property, and (y) the related Mortgage
Loan documents specifically prohibit the Master Servicer or Special Servicer
from requiring the related Borrower to pay such fees and expenses, then, upon
notice by the Master Servicer or Special Servicer, the Seller shall transfer to
the Collection Account, within 90 days of the Seller's receipt of such notice,
the amount of any such fees and expenses borne by the Trust Fund that are the
basis of such Breach. Upon its making such deposit, the Seller shall be deemed
to have cured such Breach in all respects. Provided such payment is made, this
paragraph describes the sole remedy available to the Purchaser and its assignees
regarding any such Breach, regardless of whether it constitutes a Material
Breach, and the Seller shall not be obligated to repurchase or otherwise cure
such Breach.

            (b) In connection with any repurchase of, or substitution for, a
Mortgage Loan contemplated by this Section 6, (A) the Trustee, the Master
Servicer (with respect to any such Mortgage Loan other than a Specially Serviced
Loan) and the Special Servicer (with respect to any such Mortgage Loan that is a
Specially Serviced Loan) shall each tender to the Seller, and the Seller shall
be entitled to receive therefrom, upon delivery (i) to each of the Master
Servicer or the Special Servicer, as applicable, of a trust receipt and (ii) to
the Trustee by the Master Servicer or the Special Servicer, as applicable, of a
Request for Release and an acknowledgement by the Master Servicer or applicable
Special Servicer, as applicable, of its receipt of the Repurchase Price or the
Substitution Shortfall Amount from the Seller, (1) all portions of the Mortgage
File and other documents pertaining to such Mortgage Loan possessed by it and
(2) each document that constitutes a part of the Mortgage File that was endorsed
or assigned to the Trustee shall be endorsed or assigned without recourse in the
form of endorsement or assignment provided to the Trustee by the Seller, as the
case may be, to the Seller as shall be necessary to vest in the Seller the legal
and beneficial ownership of each Removed Mortgage Loan to the extent such
ownership was transferred to the Trustee, and (B) the Trustee shall release, or
cause the release of, any escrow payments and reserve funds held by or on behalf
of the Trustee, the Master Servicer or the Special Servicer, in respect of such
Removed Mortgage Loan(s) to the Seller.

            (c) This Section 6 provides the sole remedies available to the
Purchaser, and its successors and permitted assigns (i.e., the Trustee and the
holders of the Certificates) in respect of any Defect in a Mortgage File or any
Breach. If the Seller defaults on its obligations to cure, to repurchase, or to
substitute for, any Mortgage Loan in accordance with this Section 6, or disputes
its obligation to cure, to repurchase, or to substitute for, any Mortgage Loan
in accordance with Section 6, the Purchaser or the Trustee, as applicable, may
take such action as is appropriate to enforce such payment or performance,
including, without limitation, the institution and prosecution of appropriate
proceedings. To the extent the Purchaser or the Trustee, as applicable, prevails
in such proceeding, the Seller shall reimburse the Purchaser or the Trustee, as
applicable, for all necessary and reasonable costs and expenses incurred in
connection with the enforcement of such obligation of the Seller to cure, to
repurchase, or to substitute for, any Mortgage Loan in accordance with this
Section 6.

            (d) If one or more (but not all) of the Mortgage Loans constituting
a cross-collateralized group of Mortgage Loans are to be repurchased or
substituted by the Seller as contemplated by this Section 6, then, prior to the
subject repurchase or substitution, the Seller or its designee shall use its
reasonable efforts, subject to the terms of the related Mortgage Loan(s), to
prepare and, to the extent necessary and appropriate, have executed by the
related Borrower and record, such documentation as may be necessary to terminate
the cross-collateralization between the Mortgage Loan(s) in such
cross-collateralized group of Mortgage Loans that are to be repurchased or
substituted, on the one hand, and the remaining Mortgage Loan(s) therein, on the
other hand, such that those two groups of Mortgage Loans are each secured only
by the Mortgaged Properties identified in the Mortgage Loan Schedule as directly
corresponding thereto; provided that, no such termination shall be effected
unless and until the Controlling Class Representative, if one is then acting,
has consented in its sole discretion and the Trustee has received from the
Seller (i) an Opinion of Counsel to the effect that such termination would not
cause an Adverse REMIC Event to occur and (ii) written confirmation from each
Rating Agency that the then current rating assigned to any of the Certificates
that are currently being rated by such Rating Agency will not be qualified,
downgraded or withdrawn by reason of such termination; provided, further, that
the Seller, in the case of the related Mortgage Loans, may, at its option and
within the 90-day cure period described above (and any applicable extension
thereof), purchase or substitute for the entire subject cross-collateralized
group of Mortgage Loans in lieu of effecting a termination of the
cross-collateralization. All costs and expenses incurred by the Trustee or any
Person acting on its behalf pursuant to this paragraph shall be included in the
calculation of the Repurchase Price for the Mortgage Loan(s) to be repurchased
or substituted. If the cross-collateralization of any cross-collateralized group
of Mortgage Loans cannot be terminated as contemplated by this paragraph, then
the Seller shall repurchase or substitute the entire subject
cross-collateralized group of Mortgage Loans.

            Notwithstanding the foregoing, if there is a Material Breach or
Material Defect with respect to one or more Mortgaged Properties with respect to
a Mortgage Loan or cross-collateralized group of Mortgage Loans, the Seller will
not be obligated to repurchase the Mortgage Loan or cross-collateralized group
of Mortgage Loans if (i) the affected Mortgaged Property may be released
pursuant to the terms of any partial release provisions in the related Loan
Documents (and such Mortgaged Property is, in fact, released), (ii) the
remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in
the Loan Documents and the Seller provides an Opinion of Counsel to the effect
that such release would not cause an Adverse REMIC Event to occur 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, withdrawn or downgraded.

            As to any Qualifying Substitute Mortgage Loan, at the direction of
the Trustee, the Seller shall deliver to the Custodian for such Qualifying
Substitute Mortgage Loan (with a copy to the Master Servicer), the related
Mortgage File with the related Note endorsed as required by Exhibit B hereto.
Pursuant to the Pooling and Servicing Agreement, Monthly Payments due with
respect to Qualifying Substitute Mortgage Loans in or prior to the month of
substitution shall not be part of the Trust Fund and will be retained by the
Master Servicer and remitted by the Master Servicer to the related Seller on the
next succeeding Distribution Date. For the month of repurchase or substitution,
distributions to Certificateholders pursuant to the Pooling and Servicing
Agreement will include the Monthly Payment(s) due on the related Removed
Mortgage Loan and received by the Master Servicer or the Special Servicer on
behalf of the Trust on or prior to the related date of repurchase or
substitution, as applicable, and the Seller shall be entitled to retain all
amounts received thereafter in respect of such Removed Mortgage Loan.

            In any month in which the Seller substitutes one or more Qualifying
Substitute Mortgage Loans for one or more Removed Mortgage Loans, pursuant to
the Pooling and Servicing Agreement, the Master Servicer will determine the
applicable Substitution Shortfall Amount. At the direction of the Trustee, the
Seller shall deposit cash equal to such amount into the Collection Account
concurrently with the delivery of the Mortgage Files for such Qualifying
Substitute Mortgage Loans, without any reimbursement thereof. At the direction
of the Trustee, the Seller shall give written notice to the Purchaser and the
Master Servicer of such deposit.

            SECTION 7. Closing.

            The closing of the purchase and sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP,
One World Financial Center, New York, New York 10281 at 10:00 a.m., New York
City time, on the Closing Date.

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

            (i) All of the representations and warranties of the Seller and the
      Purchaser specified herein shall be true and correct as of the Closing
      Date, and the Aggregate Cut-off Date Balance shall be within the range
      permitted by Section 1 of this Agreement;

             (ii) All documents specified in Section 8 (the "Closing Documents"),
      in such forms as are agreed upon and acceptable to the Purchaser and, in
      the case of the Pooling and Servicing Agreement (insofar as such Agreement
      affects the obligations of the Seller hereunder) and other documents to be
      delivered by or on behalf of the Purchaser, to the Seller, shall be duly
      executed and delivered by all signatories as required pursuant to the
      respective terms thereof;

             (iii) The Seller shall have delivered and released to the Trustee,
      the Purchaser or the Purchaser's designee, as the case may be, all
      documents and funds required to be so delivered on or before the Closing
      Date pursuant to Section 2;

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

             (v) All other terms and conditions of this Agreement required to be
      complied with on or before the Closing Date shall have been complied with,
      and the Seller shall have the ability to comply with all terms and
      conditions and perform all duties and obligations required to be complied
      with or performed after the Closing Date;

            (vi) The Seller shall have received the Mortgage Loan Purchase
      Price, and the Seller shall have paid or agreed to pay all fees, costs and
      expenses payable by it to the Purchaser pursuant to this Agreement; and

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

            Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.

            SECTION 8. Closing Documents.

            The Closing Documents shall consist of the following:

            (a) This Agreement and a bill of sale duly executed and delivered by
the Purchaser and the Seller;

            (b) An Officer's Certificate substantially in the form of Exhibit
D-1 hereto, executed by the Secretary or an assistant secretary of the Seller,
and dated the Closing Date, and upon which the Purchaser, the Initial Purchasers
and each Underwriter may rely, attaching thereto as exhibits the Certificate of
Incorporation and the By-Laws of the Seller;

            (c) A certificate of good standing regarding the Seller from the
Secretary of State for the State of Delaware, dated not earlier than 30 days
prior to the Closing Date;

            (d) Written opinions of counsel (which may include opinions of
in-house counsel, outside counsel or a combination thereof) for the Seller, in
form reasonably acceptable to counsel for the Purchaser and subject to such
reasonable assumptions and qualifications as may be requested by counsel for the
Seller and acceptable to counsel for the Purchaser, dated the Closing Date and
addressed to the Purchaser, the Initial Purchasers and each Underwriter;

            (e) Any other opinions of counsel for the Seller reasonably
requested by the Rating Agencies in connection with the issuance of the
Certificates, each of which shall include the Purchaser, the Initial Purchasers
and each Underwriter as an addressee; and

            (f) Such further certificates, opinions and documents as the
Purchaser may reasonably request.

            SECTION 9. Costs.

            The Seller shall pay (or shall reimburse the Purchaser to the extent
that the Purchaser has paid) (a) the fees and expenses of counsel to the Seller,
(b) the expenses of filing or recording UCC assignments of financing statements,
assignments of Mortgage and Reassignments of Assignments of Leases, Rents and
Profits with respect to the Mortgage Loans as contemplated by Article 2 of the
Pooling and Servicing Agreement and (c) on the Closing Date, the Seller's pro
rata portion of the aggregate of the following amounts (the Seller's pro rata
portion to be determined according to the percentage that the aggregate
principal balance of the Mortgage Loans as of the Cut-off Date represents of the
aggregate principal balance of the Mortgage Loans and the Other Mortgage Loans
as of the Cut-off Date): (i) the costs and expenses of printing (or otherwise
reproducing) and delivering a preliminary and final Prospectus relating to the
Certificates; (ii) the up front fees, costs, and expenses of the Trustee
(including reasonable attorneys' fees) incurred in connection with the Trustee
entering into and performing certain of its obligations under the Pooling and
Servicing Agreement; (iii) the filing fee charged by the Securities and Exchange
Commission for registration of the Certificates so registered; (iv) the fees
charged by the Rating Agencies to rate the Certificates so rated; (v) the fees
and expenses of counsel to the Underwriters; (vi) the fees and expenses of
counsel to the Purchaser; (vii) the fees and expenses of counsel to the Master
Servicer; (viii) the cost of obtaining a "comfort letter" from a firm of
certified public accountants selected by the Purchaser and the Seller with
respect to numerical information in respect of the Mortgage Loans and the Other
Mortgage Loans included in the Prospectus; and (ix) other miscellaneous costs
and expenses agreed upon by the parties hereto. All other costs and expenses in
connection with the transactions contemplated hereunder shall be borne by the
party incurring such expense.

            SECTION 10. Notices.

            All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if (a) personally delivered,
(b) mailed by registered or certified mail, postage prepaid and received by the
addressee, (c) sent by overnight mail or courier service and received by the
addressee or (d) transmitted by facsimile (or any other type of electronic
transmission agreed upon by the parties) and confirmed by a writing delivered by
any of the means described in (a), (b) or (c), if (i) to the Purchaser,
addressed to Deutsche Mortgage & Asset Receiving Corporation, 60 Wall Street,
New York, New York 10005, Attention: Lainie Kaye, facsimile no. (212) 797-4487,
with a copy to Anna Glick, Esq., Cadwalader, Wickersham & Taft LLP, One World
Financial Center, New York, New York 10281, facsimile no. (212) 909-5870, or
such other address or facsimile number as may hereafter be furnished to the
Seller in writing by the Purchaser; and if (ii) to the Seller, addressed to
General Electric Capital Corporation, 280 Park Avenue, 8th Floor, New York, New
York 10017, Attention: Anuj Gupta, Managing Director, facsimile no. (212)
716-8960, with a copy to David Martindale, facsimile no. (972) 728-7650 and
Patricia A. DeLuca, Esq., facsimile no. (203) 357-6768 or to such other address
or facsimile number as the Seller may designate in writing to the Purchaser.

            SECTION 11. Notice of Exchange Act Reportable Events.

            The Seller hereby agrees to deliver to the Purchaser and the Trustee
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 Items 1117 and 1119 of Regulation AB and 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 Items 1117 and 1119 of Regulation AB and Item 1.03 to Form 8-K to the
Trustee and the Purchaser as soon as reasonably practicable after the Seller
becomes aware of such event and in no event more than two 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 will terminate upon notice or other written confirmation
from the Purchaser or the Trustee that the Trustee has filed a Form 15 with
respect to the Trust Fund as to that fiscal year i