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 IXIS Real Estate Capital 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

$512,500,000 (the "IXIS 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 IXIS 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) 105.7678% of the

IXIS Mortgage Loan Balance as of the Cut-off Date, plus (ii) $937,993, which

amount represents the amount of interest accrued on the IXIS 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

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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

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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

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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.

The Mortgage File with respect to the Park La Brea Apartments Trust

Mortgage Loan shall contain the following documents:

(i) the original executed Mortgage Note for such 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;

(ii) an executed copy of the Park La Brea Apartments

Intercreditor Agreement; and

(iii) an executed copy of the JP Series 2006-LDP8 Pooling and

Servicing Agreement.

The foregoing Mortgage File delivery requirement shall be subject to

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

The Seller hereby further represents and warrants that with respect

to the Park La Brea Apartments Trust Mortgage Loan, it has delivered to the JP

Series 2006-LDP8 Trustee the documents constituting the "Mortgage File" within

the meaning of the JP Series 2006-LDP8

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Pooling and Servicing Agreement in connection with its sale of the Park La Brea

Apartments Pari Passu Non-Trust Loan to the Depositor.

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 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)

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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

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 New York and the

Seller has taken all necessary

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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 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 certificate of incorporation, 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

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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 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,

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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 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

10

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 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

11

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 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

12

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 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.

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(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 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

14

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.

(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;

15

(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, Merrill Lynch Mortgage Lending, Inc., Countrywide Commercial

Real Estate Finance, 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.

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;

16

(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 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 B to such

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 the servicing and administration of the Park La Brea

Apartments Loan Combination under the JP Morgan Series 2006-LDP8 Pooling and

Servicing Agreement 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", "Servicing of the

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

and Certain Relationships and Related Transactions".

17

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-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 the servicing and administration of the Park La Brea Apartments

Loan Combination under the JP Morgan Series 2006-LDP8 Pooling and Servicing

Agreement 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 Properties", "Risk Factors--Risks Related

to the Mortgage Loans", "Description of the Mortgage Pool", "Servicing of the

Mortgage Loans" 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,