MORTGAGE LOAN PURCHASE AGREEMENT

EXHIBIT 10.4

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J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,


PURCHASER


EUROHYPO AG, NEW YORK BRANCH,


SELLER


MORTGAGE LOAN PURCHASE AGREEMENT


Dated as of December 1, 2006


Fixed Rate Mortgage Loans


Series 2006-LDP9





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This Mortgage Loan Purchase Agreement (this "Agreement"), dated
as of December 1, 2006, is between J.P. Morgan Chase Commercial Mortgage
Securities Corp., as purchaser (the "Purchaser"), and Eurohypo AG, New York
Branch, as seller (the "Seller").

Capitalized terms used in this Agreement not defined herein shall
have the meanings ascribed to them in the Pooling and Servicing Agreement dated
as of December 1, 2006 (the "Pooling and Servicing Agreement") among the
Purchaser, as depositor (the "Depositor"), Midland Loan Services, Inc., Capmark
Finance Inc. and Wachovia Bank, National Association, as master servicers (each,
a "Master Servicer"), LNR Partners, Inc., as special servicer (the "Special
Servicer"), LaSalle Bank National Association, as trustee (the "Trustee") and
Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), pursuant to which
the Purchaser will sell the Mortgage Loans (as defined herein) to a trust fund
and certificates representing ownership interests in the Mortgage Loans will be
issued by the trust fund. For purposes of this Agreement, the term "Mortgage
Loans" refers to the mortgage loans listed on Exhibit A and the term "Mortgaged
Properties" refers to the properties securing such Mortgage Loans.

The Purchaser and the Seller wish to prescribe the manner of sale
of the Mortgage Loans from the Seller to the Purchaser and in consideration of
the premises and the mutual agreements hereinafter set forth, agree as follows:

SECTION 1. Sale and Conveyance of Mortgages; Possession of
Mortgage File. Effective as of the Closing Date and upon receipt of the purchase
price set forth in the immediately succeeding paragraph, the Seller does hereby
sell, transfer, assign, set over and convey to the Purchaser, without recourse
(subject to certain agreements regarding servicing as provided in the Pooling
and Servicing Agreement, subservicing agreements permitted thereunder and that
certain Servicing Rights Purchase Agreement, dated as of the Closing Date
between the applicable Master Servicer and the Seller) all of its right, title,
and interest in and to the Mortgage Loans including all interest and principal
received on or with respect to the Mortgage Loans after the Cut-off Date (other
than payments of principal and interest first due on the Mortgage Loans on or
before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of
each related Mortgage Note, the Mortgage and the other contents of the related
Mortgage File will be vested in the Purchaser and immediately thereafter the
Trustee and the ownership of records and documents with respect to the related
Mortgage Loan prepared by or which come into the possession of the Seller (other
than the records and documents described in the proviso to Section 3(a) hereof)
shall immediately vest in the Purchaser and immediately thereafter the Trustee.
The Seller's records will accurately reflect the sale of each Mortgage Loan to
the Purchaser. The Depositor will sell the Class A-1, Class A-1S, Class A-2,
Class A-2S, Class A-2SFL, Class A-3, Class A-3SFL, Class A-1A, Class X, Class
A-M, Class A-MS, Class A-J, Class A-JS, Class B, Class B-S, Class C, Class C-S,
Class D and Class D-S Certificates (the "Offered Certificates") to the
underwriters (the "Underwriters") specified in the underwriting agreement dated
December 15, 2006 (the "Underwriting Agreement") between the Depositor and J.P.
Morgan Securities Inc. ("JPMSI") for itself and as representative of the several
underwriters identified therein, and the Depositor will sell the Class E, Class
E-S, Class F, Class F-S, Class G, Class G-S, Class H, Class H-S, Class J, Class
K, Class L, Class M, Class N, Class P and Class NR Certificates (the "Private
Certificates") to JPMSI, the initial purchaser (together with the Underwriters,
the "Dealers") specified in the certificate purchase agreement dated December
15, 2006 (the "Certificate Purchase Agreement"), between the Depositor and JPMSI
for itself and as representative of the initial purchasers identified therein.

The sale and conveyance of the Mortgage Loans is being conducted
on an arms length basis and upon commercially reasonable terms. As the purchase
price for the Mortgage Loans, the Purchaser shall pay to the Seller or at the
Seller's direction in immediately available funds the sum of $608,205,574 (which
amount is inclusive of accrued interest and exclusive of the Seller's pro rata
share of the costs set forth in Section 9 hereof). The purchase and sale of the
Mortgage Loans shall take place on the Closing Date.

SECTION 2. Books and Records; Certain Funds Received After the
Cut-off Date. From and after the sale of the Mortgage Loans to the Purchaser,
record title to each Mortgage and the related Mortgage Note shall be transferred
to the Trustee in accordance with this Agreement. Any funds due after the
Cut-off Date in connection with a Mortgage Loan received by the Seller shall be
held in trust for the benefit of the Trustee as the owner of such Mortgage Loan
and shall be transferred promptly to the applicable Master Servicer. 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 shall be promptly remitted to, the
Seller.

The transfer of each Mortgage Loan shall be reflected on the
Seller's balance sheets and other financial statements as a sale of the Mortgage
Loans by the Seller to the Purchaser. The Seller intends to treat the transfer
of each Mortgage Loan to the Purchaser as a sale for tax purposes.

The transfer of each Mortgage Loan shall be reflected on the
Purchaser's balance sheets and other financial statements as a purchase of the
Mortgage Loans by the Purchaser from the Seller. The Purchaser intends to treat
the transfer of each Mortgage Loan from the Seller as a purchase for tax
purposes.

SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs
and Expenses. (a) The Purchaser hereby directs the Seller, and the Seller hereby
agrees, upon the transfer of the Mortgage Loans contemplated herein, to deliver
on the Closing Date to the Trustee or a Custodian appointed thereby, all
documents, instruments and agreements required to be delivered by the Purchaser
to the Trustee with respect to the Mortgage Loans under Sections 2.01(b) and
2.01(c) of the Pooling and Servicing Agreement, and meeting all the requirements
of such Sections 2.01(b) and 2.01(c), and such other documents, instruments and
agreements as the Purchaser or the Trustee shall reasonably request. In
addition, the Seller agrees to deliver or cause to be delivered to the
applicable Master Servicer, the Servicing File for each Mortgage Loan
transferred pursuant to this Agreement; provided that the Seller shall not be
required to deliver any draft documents, or any attorney client communications
which are privileged communications or constitute legal or other due diligence
analyses, or internal communications of the Seller or its affiliates, or credit
underwriting or other analyses or data.

(b) With respect to the transfer described in Section 1 hereof,
if the Mortgage Loan documents do not require the related Mortgagor to pay any
costs and expenses relating to any modifications to a related letter of credit
which modifications are required to effectuate such transfer (the "Transfer
Modification Costs"), then the Seller shall pay the Transfer Modification Costs
required to transfer the letter of credit to the Trustee as described in such
Section 1; provided that if the Mortgage Loan documents require the related
Mortgagor to pay any Transfer Modification Costs, such Transfer Modification
Costs shall be an expense of the Mortgagor unless such Mortgagor fails to pay
such Transfer Modification Costs after the applicable Master Servicer has
exercised all remedies available under the applicable Mortgage Loan documents to
collect such Transfer Modification Costs from such Mortgagor, in which case the
applicable Master Servicer shall give the Seller notice of such failure and the
amount of such Transfer Modification costs and the Seller shall pay such
Transfer Modification Costs.

SECTION 4. Treatment as a Security Agreement. The Seller,
concurrently with the execution and delivery hereof, has conveyed to the
Purchaser, all of its right, title and interest in and to the Mortgage Loans.
The parties intend that such conveyance of the Seller's right, title and
interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a purchase and sale and not a loan. If such conveyance is deemed to
be a pledge and not a sale, then the parties also intend and agree that the
Seller shall be deemed to have granted, and in such event does hereby grant, to
the Purchaser, a first priority security interest in all of its right, title and
interest in, to and under the Mortgage Loans, all payments of principal or
interest on such Mortgage Loans due after the Cut-off Date, all other payments
made in respect of such Mortgage Loans after the Cut-off Date (except to the
extent such payments were due on or before the Cut-off Date) and all proceeds
thereof and that this Agreement shall constitute a security agreement under
applicable law. If such conveyance is deemed to be a pledge and not a sale, the
Seller consents to the Purchaser hypothecating and transferring such security
interest in favor of the Trustee and transferring the obligation secured thereby
to the Trustee.

SECTION 5. Covenants of the Seller. The Seller covenants with the
Purchaser as follows:

(a) it shall record or cause a third party to record in the
appropriate public recording office for real property the intermediate
assignments of the Mortgage Loans and the Assignments of Mortgage from the
Seller to the Trustee in connection with the Pooling and Servicing Agreement.
All recording fees relating to the initial recordation of such intermediate
assignments and Assignments of Mortgage shall be paid by the Seller;

(b) it shall take any action reasonably required by the
Purchaser, the Trustee or the applicable Master Servicer, in order to assist and
facilitate in the transfer of the servicing of the Mortgage Loans to the
applicable Master Servicer, including effectuating the transfer of any letters
of credit with respect to any Mortgage Loan to the Trustee (in care of the
applicable Master Servicer) for the benefit of Certificateholders. Prior to the
date that a letter of credit, if any, with respect to any Mortgage Loan is
transferred to the Trustee (in care of the applicable Master Servicer), the
Seller will cooperate with the reasonable requests of the applicable Master
Servicer or Special Servicer, as applicable, in connection with effectuating a
draw under such letter of credit as required under the terms of the related
Mortgage Loan documents;

(c) if, during such period of time after the first date of the
public offering of the Offered Certificates as in the opinion of counsel for the
Underwriters, a prospectus relating to the Offered Certificates is required by
applicable law to be delivered in connection with sales thereof by an
Underwriter or a Dealer, any event shall occur as a result of which it is
necessary to amend or supplement the Prospectus Supplement, including Annexes
A-1, A-2, A-3 and B thereto and the Diskette included therewith, with respect to
any information relating to the Mortgage Loans or the Seller, in order to make
the statements therein, in the light of the circumstances when the Prospectus
Supplement is delivered to a purchaser, not misleading, or if it is necessary to
amend or supplement the Prospectus Supplement, including Annexes A-1, A-2, A-3
and B thereto and the Diskette included therewith, with respect to any
information relating to the Mortgage Loans or the Seller, to comply with
applicable law, the Seller shall do all things necessary to assist the Depositor
to prepare and furnish, at the expense of the Seller (to the extent that such
amendment or supplement relates to the Seller, the Mortgage Loans listed on
Exhibit A and/or any information relating to the same, as provided by the
Seller), to the Underwriters such amendments or supplements to the Prospectus
Supplement as may be necessary, so that the statements in the Prospectus
Supplement as so amended or supplemented, including Annexes A-1, A-2, A-3 and B
thereto and the Diskette included therewith, with respect to any information
relating to the Mortgage Loans or the Seller, will not, in the light of the
circumstances when the Prospectus is so amended or supplemented, be misleading
or so that the Prospectus Supplement, including Annexes A-1, A-2, A-3 and B
thereto and the Diskette included therewith, with respect to any information
relating to the Mortgage Loans or the Seller, will comply with applicable law.
All terms used in this clause (c) and not otherwise defined herein shall have
the meaning set forth in the Indemnification Agreement, dated as of December 15,
2006 between the Purchaser and the Seller (the "Indemnification Agreement"); and

(d) for so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the Purchaser (or
with respect to any Companion Loan related to a Serviced Whole Loan or any
Serviced Securitized Companion Loan that is deposited into an Other
Securitization or a Regulation AB Companion Loan Securitization, the depositor
in such Other Securitization or Regulation AB Companion Loan Securitization) and
the Trustee with any Additional Form 10-D Disclosure and any Additional Form
10-K Disclosure set forth next to the Purchaser's name on Schedule X and
Schedule Y of the Pooling and Servicing Agreement within the time periods set
forth in the Pooling and Servicing Agreement.

SECTION 6. Representations and Warranties.

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

(i) it is duly licensed and authorized to transact business in
the State of New York as a branch of a foreign bank under Article V of
the Banking Law of the United States;

(ii) it has the power and authority to own its property and to
carry on its business as now conducted;

(iii) it has the power to execute, deliver and perform this
Agreement;

(iv) it is legally authorized to transact business in the State
of New York. The Seller is in compliance with the laws of each state in
which any Mortgaged Property is located to the extent necessary so that
a subsequent holder of the related Mortgage Loan (including, without
limitation, the Purchaser) that is in compliance with the laws of such
state would not be prohibited from enforcing such Mortgage Loan solely
by reason of any non-compliance by the Seller;

(v) the execution, delivery and performance of this Agreement by
the Seller have been duly authorized by all requisite action by the
Seller's board of directors and will not violate or breach any provision
of its organizational documents;

(vi) this Agreement has been duly executed and delivered by the
Seller and constitutes a legal, valid and binding obligation of the
Seller, enforceable against it in accordance with its terms (except as
enforcement thereof may be limited by bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other laws
affecting the enforcement of creditors' rights generally and by general
equitable principles regardless of whether enforcement is considered in
a proceeding in equity or at law);

(vii) there are no legal or governmental proceedings pending to
which the Seller is a party or of which any property of the Seller is
the subject which, if determined adversely to the Seller, would
reasonably be expected to adversely affect (A) the transfer of the
Mortgage Loans and the Mortgage Loan documents as contemplated herein,
(B) the execution and delivery by the Seller or enforceability against
the Seller of the Mortgage Loans or this Agreement, or (C) the
performance of the Seller's obligations hereunder;

(viii) it has no actual knowledge that any statement, report,
officer's certificate or other document prepared and furnished or to be
furnished by the Seller in connection with the transactions contemplated
hereby (including, without limitation, any financial cash flow models
and underwriting file abstracts furnished by the Seller) contains any
untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements contained therein, in the
light of the circumstances under which they were made, not misleading;

(ix) it is not, nor with the giving of notice or lapse of time or
both would be, in violation of or in default under any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument
to which it is a party or by which it or any of its properties is bound,
except for violations and defaults which individually and in the
aggregate would not have a material adverse effect on the transactions
contemplated herein; the sale of the Mortgage Loans and the performance
by the Seller of all of its obligations under this Agreement and the
consummation by the Seller of the transactions herein contemplated do
not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, any material indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument
to which the Seller is a party or by which the Seller is bound or to
which any of the property or assets of the Seller is subject, nor will
any such action result in any violation of the provisions of any
applicable law or statute or any order, rule or regulation of any court
or governmental agency or body having jurisdiction over the Seller, or
any of its properties, except for conflicts, breaches, defaults and
violations which individually and in the aggregate would not have a
material adverse effect on the transactions contemplated herein; and no
consent, approval, authorization, order, license, registration or
qualification of or with any such court or governmental agency or body
is required for the consummation by the Seller of the transactions
contemplated by this Agreement, other than any consent, approval,
authorization, order, license, registration or qualification that has
been obtained or made;

(x) it has either (A) not dealt with any Person (other than the
Purchaser or the Dealers or their respective affiliates or any servicer
of a Mortgage Loan) that may be entitled to any commission or
compensation in connection with the sale or purchase of the Mortgage
Loans or entering into this Agreement or (B) paid in full any such
commission or compensation (except with respect to any servicer of a
Mortgage Loan, any commission or compensation that may be due and
payable to such servicer if such servicer is terminated and does not
continue to act as a servicer); and

(xi) it is solvent and the sale of the Mortgage Loans hereunder
will not cause it to become insolvent; and the sale of the Mortgage
Loans is not undertaken with the intent to hinder, delay or defraud any
of the Seller's creditors.

(b) The Purchaser represents and warrants to the Seller as of the
Closing Date that:

(i) it is a corporation duly organized, validly existing, and in
good standing in the State of Delaware;

(ii) it is duly qualified as a foreign corporation in good
standing in all jurisdictions in which ownership or lease of its
property or the conduct of its business requires such qualification,
except where the failure to be so qualified would not have a material
adverse effect on the Purchaser, and the Purchaser is conducting its
business so as to comply in all material respects with the applicable
statutes, ordinances, rules and regulations of each jurisdiction in
which it is conducting business;

(iii) it has the power and authority to own its property and to
carry on its business as now conducted;

(iv) it has the power to execute, deliver and perform this
Agreement, and neither the execution and delivery by the Purchaser of
this Agreement, nor the consummation by the Purchaser of the
transactions herein contemplated, nor the compliance by the Purchaser
with the provisions hereof, will (A) conflict with or result in a breach
of, or constitute a default under, any of the provisions of the
certificate of incorporation or by-laws of the Purchaser or any of the
provisions of any law, governmental rule, regulation, judgment, decree
or order binding on the Purchaser or any of its properties, or any
indenture, mortgage, contract or other instrument or agreement to which
the Purchaser is a party or by which it is bound, or (B) result in the
creation or imposition of any lien, charge or encumbrance upon any of
the Purchaser's property pursuant to the terms of any such indenture,
mortgage, contract or other instrument or agreement;

(v) this Agreement constitutes a legal, valid and binding
obligation of the Purchaser enforceable against it in accordance with
its terms (except as enforcement thereof may be limited by (a)
bankruptcy, receivership, conservatorship, reorganization, insolvency,
moratorium or other laws affecting the enforcement of creditors' rights
generally and (b) general equitable principles (regardless of whether
enforcement is considered in a proceeding in equity or law));

(vi) there are no legal or governmental proceedings pending to
which the Purchaser is a party or of which any property of the Purchaser
is the subject which, if determined adversely to the Purchaser, might
interfere with or adversely affect the consummation of the transactions
contemplated herein and in the Pooling and Servicing Agreement; to the
best of the Purchaser's knowledge, no such proceedings are threatened or
contemplated by any governmental authorities or threatened by others;

(vii) it 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 governmental agency, which default might have consequences
that would 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;

(viii) it has not dealt with any broker, investment banker, agent
or other person, other than the Seller, the Dealers and their respective
affiliates, that may be entitled to any commission or compensation in
connection with the purchase and sale of the Mortgage Loans or the
consummation of any of the transactions contemplated hereby;

(ix) all consents, approvals, authorizations, orders or filings
of or with any court or governmental agency or body, if any, required
for the execution, delivery and performance of this Agreement by the
Purchaser have been obtained or made; and

(x) it has not intentionally violated any provisions of the
United States Secrecy Act, the United States Money Laundering Control
Act of 1986 or the United States International Money Laundering
Abatement and Anti-Terrorism Financing Act of 2001.

(c) The Seller further makes the representations and warranties
as to the Mortgage Loans set forth in Exhibit B as of the Closing Date (or as of
such other date if specifically provided in the particular representation or
warranty), which representations and warranties are subject to the exceptions
thereto set forth in Exhibit C. Neither the delivery by the Seller of the
Mortgage Files, Servicing Files, or any other documents required to be delivered
under Section 2.01 of the Pooling and Servicing Agreement, nor the review
thereof or any other due diligence by the Trustee, any Master Servicer, the
Special Servicer, a Certificate Owner or any other Person shall relieve the
Seller of any liability or obligation with respect to any representation or
warranty or otherwise under this Agreement or constitute notice to any Person of
a Breach or Defect.

(d) Pursuant to this Agreement or Section 2.03(b) of the Pooling
and Servicing Agreement, the Seller and the Purchaser shall be given notice of
any Breach or Defect that materially and adversely affects the value of any
Mortgage Loan, the value of the related Mortgaged Property or the interests of
the Trustee or any Certificateholder therein.

(e) Upon notice pursuant to Section 6(d) above, the Seller shall,
not later than 90 days from the earlier of the Seller's receipt of the notice
or, in the case of a Defect or Breach relating to a Mortgage Loan not being a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, but
without regard to the rule of Treasury Regulation Section 1.860G-2(f)(2) that
causes a defective mortgage loan to be treated as a qualified mortgage, the
Seller's discovery of such Breach or Defect (the "Initial Resolution Period"),
(i) cure such Defect or Breach, as the case may be, in all material respects,
(ii) repurchase the affected Mortgage Loan at the applicable Repurchase Price
(as defined below) or (iii) substitute a Qualified Substitute Mortgage Loan (as
defined below) for such affected Mortgage Loan (provided that in no event shall
any such substitution occur later than the second anniversary of the Closing
Date) and pay the applicable Master Servicer for deposit into the Certificate
Account, any Substitution Shortfall Amount (as defined below) in connection
therewith; provided, however, that except with respect to a Defect resulting
solely from the failure by the Seller to deliver to the Trustee or Custodian the
actual policy of lender's title insurance required pursuant to clause (ix) of
the definition of Mortgage File by a date not later than 18 months following the
Closing Date, if such Breach or Defect is capable of being cured but is not
cured within the Initial Resolution Period, and the Seller has commenced and is
diligently proceeding with the cure of such Breach or Defect within the Initial
Resolution Period, the Seller shall have an additional 90 days commencing
immediately upon the expiration of the Initial Resolution Period (the "Extended
Resolution Period") to complete such cure (or, failing such cure, to repurchase
the related Mortgage Loan or substitute a Qualified Substitute Mortgage Loan as
described above); and provided, further, that with respect to the Extended
Resolution Period the Seller shall have delivered an officer's certificate to
the Rating Agencies, the applicable Master Servicer, the Special Servicer, the
Trustee and the Directing Certificateholder setting forth the reason such Breach
or Defect is not capable of being cured within the Initial Resolution Period and
what actions the Seller is pursuing in connection with the cure thereof and
stating that the Seller anticipates that such Breach or Defect will be cured
within the Extended Resolution Period. Notwithstanding the foregoing, any Defect
or Breach which causes any Mortgage Loan not to be a "qualified mortgage"
(within the meaning of Section 860G(a)(3) of the Code, without regard to the
rule of Treasury Regulations Section 1.860G-2(f)(2) which causes a defective
mortgage loan to be treated as a qualified mortgage) shall be deemed to
materially and adversely affect the interests of the holders of the Certificates
therein, and such Mortgage Loan shall be repurchased or a Qualified Substitute
Mortgage Loan substituted in lieu thereof without regard to the extended cure
period described in the preceding sentence. If the affected Mortgage Loan is to
be repurchased, the Seller shall remit the Repurchase Price (defined below) in
immediately available funds to the Trustee.

If any Breach pertains to a representation or warranty that the
related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with
any particular action or matter under such Mortgage Loan document(s), then
Seller shall cure such Breach within the applicable cure period (as the same may
be extended) by reimbursing the Trust Fund (by wire transfer of immediately
available funds) the reasonable amount of any such costs and expenses incurred
by the applicable Master Servicer, the Special Servicer, the Trustee or the
Trust Fund that are the basis of such Breach and have not been reimbursed by the
related Mortgagor; provided, however, that in the event any such costs and
expenses exceed $10,000, the Seller shall have the option to either repurchase
or substitute for the related Mortgage Loan as provided above or pay such costs
and expenses. Except as provided in the proviso to the immediately preceding
sentence, the Seller shall remit the amount of such costs and expenses and upon
its making such remittance, the Seller shall be deemed to have cured such Breach
in all respects. To the extent any fees or expenses that are the subject of a
cure by the Seller are subsequently obtained from the related Mortgagor, the
portion of the cure payment equal to such fees or expenses obtained from the
Mortgagor shall be returned to the Seller pursuant to Section 2.03(f) of the
Pooling and Servicing Agreement. Notwithstanding the foregoing, the sole remedy
with respect to any breach of the representation set forth in the second to last
sentence of clause (32) of Exhibit B hereto shall be payment by the Seller of
such costs and expenses without respect to the materiality of such breach.

Any of the following will cause a document in the Mortgage File
to be deemed to have a Defect and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in a Mortgage Loan and to
be deemed to materially and adversely affect the interests of the
Certificateholders in and the value of a Mortgage Loan: (a) the absence from the
Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage
Note that appears to be regular on its face; (b) the absence from the Mortgage
File of the original signed Mortgage that appears to be regular on its face,
unless there is included in the Mortgage File a certified copy of the Mortgage
and a certificate stating that the original signed Mortgage was sent for
recordation; (c) the absence from the Mortgage File of the lender's title
insurance policy (or if the policy has not yet been issued, an original or copy
of a "marked up" written commitment or the pro-forma or specimen title insurance
policy or a commitment to issue the same pursuant to written escrow instructions
signed by the title insurance company) called for by clause (ix) of the
definition of "Mortgage File" in the Pooling and Servicing Agreement; (d) the
absence from the Mortgage File of any required letter of credit; (e) with
respect to any leasehold mortgage loan, the absence from the related Mortgage
File of a copy (or an original, if available) of the related Ground Lease; or
(f) the absence from the Mortgage File of any intervening assignments required
to create a complete chain of assignments to the Trustee on behalf of the Trust,
unless there is included in the Mortgage File a certified copy of the
intervening assignment and a certificate stating that the original intervening
assignments were sent for recordation; provided, however, that no Defect (except
the Defects previously described in clauses (a) through (f)) shall be considered
to materially and adversely affect the value of any Mortgage Loan, the value of
the related Mortgaged Property or the interests of the Trustee or any
Certificateholder therein unless the document with respect to which the Defect
exists is required in connection with an imminent enforcement of the Mortgagee's
rights or remedies under the related Mortgage Loan, defending any claim asserted
by any borrower or third party with respect to the Mortgage Loan, establishing
the validity or priority of any lien on any collateral securing the Mortgage
Loan or for any immediate significant servicing obligation. Notwithstanding the
foregoing, the delivery of executed escrow instructions or a commitment to issue
a lender's title insurance policy, as provided in clause (ix) of the definition
of "Mortgage File" in the Pooling and Servicing Agreement, in lieu of the
delivery of the actual policy of lender's title insurance, shall not be
considered a Defect or Breach with respect to any Mortgage File if such actual
policy is delivered to the Trustee or its Custodian within 18 months after the
Closing Date.

If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the first paragraph of this Section
6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable Defect
or Breach does not constitute a Defect or Breach, as the case may be, as to any
other Crossed Loan in such Crossed Group (without regard to this paragraph),
then the applicable Defect or Breach, as the case may be, will be deemed to
constitute a Defect or Breach, as the case may be, as to each other Crossed Loan
in the Crossed Group for purposes of this paragraph, and the Seller will be
required to repurchase or substitute for all of the remaining Crossed Loans in
the related Crossed Group as provided in the first paragraph of this Section
6(e) unless such other Crossed Loans in such Crossed Group satisfy the Crossed
Loan Repurchase Criteria, and the Mortgage Loan affected by the applicable
Defect or Breach and the Qualified Substitute Mortgage Loan, if any, satisfy all
other criteria for repurchase or substitution, as applicable, of Mortgage Loans
set forth herein. In the event that the remaining 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 Breach or Defect
exists or to repurchase or substitute for all of the Crossed Loans in the
related Crossed Group. The Seller shall be responsible for the cost of any
Appraisal required to be obtained by the applicable Master Servicer to determine
if the Crossed Loan Repurchase Criteria have been satisfied, so long as the
scope and cost of such Appraisal has been approved by the Seller (such approval
not to be unreasonably withheld).

To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed above while the
Trustee continues to hold any other Crossed Loans in such Crossed Group, neither
the Seller nor the Trustee shall enforce any remedies against the other's
Primary Collateral, but each is permitted to exercise remedies against the
Primary Collateral securing its respective Crossed Loans, including with respect
to the Trustee, the Primary Collateral securing Crossed Loans still held by the
Trustee.

If the exercise of remedies 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 Loans held by such party, then the
Seller and the Trustee shall forbear from exercising such remedies until the
Mortgage Loan documents evidencing and securing the relevant Crossed Loans can
be modified in a manner that removes the threat of material impairment as a
result of the exercise of remedies or some other 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 otherwise on a pro rata basis based upon their
outstanding Stated Principal Balances. Notwithstanding the foregoing, if a
Crossed Loan that remains in the Trust Fund is modified to terminate the related
cross collateralization and/or cross default provisions, as a condition to such
modification, the Seller shall furnish to the Trustee an Opinion of Counsel that
any modification shall not cause an Adverse REMIC Event. Any expenses incurred
by the Purchaser in connection with such modification or accommodation
(including but not limited to recoverable attorney fees) shall be paid by the
Seller.

The "Repurchase Price" with respect to any Mortgage Loan or REO
Loan to be repurchased pursuant to this Agreement and Section 2.03 of the
Pooling and Servicing Agreement, shall have the meaning given to the term
"Purchase Price" in the Pooling and Servicing Agreement.

A "Qualified Substitute Mortgage Loan" with respect to any
Mortgage Loan or REO Loan to be substituted pursuant to this Agreement and
Section 2.03 of the Pooling and Servicing Agreement, shall have the meaning
given to such term in the Pooling and Servicing Agreement.

A "Substitution Shortfall Amount" with respect to any Mortgage
Loan or REO Loan to be substituted pursuant to this Agreement and Section 2.03
of the Pooling and Servicing Agreement, shall have the meaning given to such
term in the Pooling and Servicing Agreement.

In connection with any repurchase or substitution of one or more
Mortgage Loans contemplated hereby, (i) the Purchaser shall execute and deliver,
or cause the execution and delivery of, such endorsements and assignments,
without recourse, as shall be necessary to vest in the Seller the legal and
beneficial ownership of each repurchased Mortgage Loan or replaced Mortgage
Loan, as applicable, (ii) the Purchaser shall deliver, or cause the delivery, to
the Seller of all portions of the Mortgage File and other documents (including
the Servicing File) pertaining to such Mortgage Loan possessed by the Trustee,
or on the Trustee's behalf, and (iii) the Purchaser shall release, or cause to
be released, to the Seller any escrow payments and reserve funds held by the
Trustee, or on the Trustee's behalf, in respect of such repurchased or replaced
Mortgage Loans.

(f) The representations and warranties of the parties hereto
shall survive the execution and delivery and any termination of this Agreement
and shall inure to the benefit of the respective parties, notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes or Assignment of
Mortgage or the examination of the Mortgage Files.

(g) Each party hereby agrees to promptly notify the other party
of any Breach of a representation or warranty contained in this Section 6. The
Seller's obligation to cure any Breach or Defect or repurchase or substitute for
the affected Mortgage Loan pursuant to Section 6(e) herein shall constitute the
sole remedy available to the Purchaser in connection with a Breach or Defect
(subject to the last sentence of the second paragraph of Section 6(e)). It is
acknowledged and agreed that the representations and warranties are being made
for risk allocation purposes only; provided, however, that no limitation of
remedy is implied with respect to the Seller's breach of its obligation to cure,
repurchase or substitute in accordance with the terms and conditions of this
Agreement.

SECTION 7. Conditions to Closing. The obligations of the
Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction,
on or prior to the Closing Date, of the following conditions:

(a) Each of the obligations of the Seller required to be
performed by it at or prior to the Closing Date pursuant to the terms of this
Agreement shall have been duly performed and complied with and all of the
representations and warranties of the Seller under this Agreement shall be true
and correct in all material respects as of the Closing Date, and no event shall
have occurred as of the Closing Date which, with notice or passage of time,
would constitute a default under this Agreement, and the Purchaser shall have
received a certificate to the foregoing effect signed by an authorized officer
of the Seller substantially in the form of Exhibit D.

(b) The Purchaser shall have received the following additional
closing documents:

(i) copies of the Seller's articles of association and memorandum
of association, certified as of a recent date by the General Counsel of
the Seller;

(ii) an original or copy of a certificate of corporate existence
of the Seller issued by the State of New York Banking Department dated
not earlier than sixty days prior to the Closing Date;

(iii) an opinion of counsel of the Seller, in form and substance
satisfactory to the Purchaser and its counsel, substantially to the
effect that:

(A) the Seller is duly licensed and authorized to transact
business in the State of New York as a branch of a foreign bank
under Article V of the Banking Law of the United States;

(B) the Seller has the power to conduct its business as now
conducted and to incur and perform its obligations under this
Agreement and the Indemnification Agreement;

(C) all necessary corporate or other action has been taken
by the Seller to authorize the execution, delivery and
performance of this Agreement and the Indemnification Agreement
by the Seller and this Agreement is a legal, valid and binding
agreement of the Seller enforceable against the Seller, whether
such enforcement is sought in a procedure at law or in equity,
except to the extent such enforcement may be limited by
bankruptcy or other similar creditors' laws or principles of
equity and public policy considerations underlying the securities
laws, to the extent that such public policy considerations limit
the enforceability of the provisions of the Agreement which
purport to provide indemnification with respect to securities law
violations;

(D) the Seller's execution and delivery of, and the
Seller's performance of its obligations under, each of this
Agreement and the Indemnification Agreement do not and will not
conflict with the Seller's articles of association or by-laws or
conflict with or result in the breach of any of the terms or
provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other material
agreement or instrument to which the Seller is a party or by
which the Seller is bound, or to which any of the property or
assets of the Seller is subject or violate any provisions of law
or conflict with or result in the breach of any order of any
court or any governmental body binding on the Seller;

(E) there is no litigation, arbitration or mediation
pending before any court, arbitrator, mediator or administrative
body, or to such counsel's actual knowledge, threatened, against
the Seller which (i) questions, directly or indirectly, the
validity or enforceability of this Agreement or the
Indemnification Agreement or (ii) would, if decided adversely to
the Seller, either individually or in the aggregate, reasonably
be expected to have a material adverse effect on the ability of
the Seller to perform its obligations under this Agreement or the
Indemnification Agreement; and

(F) no consent, approval, authorization, order, license,
registration or qualification of or with federal court or
governmental agency or body is required for the consummation by
the Seller of the transactions contemplated by this Agreement and
the Indemnification Agreement, except such consents, approvals,
authorizations, orders, licenses, registrations or qualifications
as have been obtained; and

(iv) a letter from counsel of the Seller to the effect that
nothing has come to such counsel's attention that would lead such
counsel to believe that the Prospectus Supplement as of the date thereof
or as of the Closing Date contains, with respect to the Seller or the
Mortgage Loans, any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements therein
relating to the Seller or the Mortgage Loans, in the light of the
circumstances under which they were made, not misleading.

(c) The Offered Certificates shall have been concurrently issued
and sold pursuant to the terms of the Underwriting Agreement. The Private
Certificates shall have been concurrently issued and sold pursuant to the terms
of the Certificate Purchase Agreement.

(d) The Seller shall have executed and delivered concurrently
herewith the Indemnification Agreement.

(e) The Seller shall furnish the Purchaser with such other
certificates of its officers or others and such other documents and opinions to
evidence fulfillment of the conditions set forth in this Agreement as the
Purchaser and its counsel may reasonably request.

SECTION 8. Closing. The closing for the purchase and sale of the
Mortgage Loans shall take place at the office of Cadwalader, Wickersham & Taft
LLP, Charlotte, North Carolina, at 10:00 a.m., on the Closing Date or such other
place and time as the parties shall agree. The parties hereto agree that time is
of the essence with respect to this Agreement.

SECTION 9. Expenses. The Seller will pay its pro rata share (the
Seller's pro rata share to be determined according to the percentage that the
aggregate principal balance as of the Cut-off Date of all the Mortgage Loans
represents in proportion to the aggregate principal balance as of the Cut-off
Date of all the mortgage loans to be included in the Trust Fund) of all costs
and expenses of the Purchaser in connection with the transactions contemplated
herein, including (without duplication thereof), but not limited to: (i) the
costs and expenses of the Purchaser in connection with the purchase of the
Mortgage Loans and other mortgage loans; (ii) the costs and expenses of
reproducing and delivering the Pooling and Servicing Agreement and printing (or
otherwise reproducing) and delivering the Certificates; (iii) the reasonable and
documented fees, costs and expenses of the Trustee and its counsel incurred in
connection with the Trustee entering into the Pooling and Servicing Agreement;
(iv) the fees and disbursements of a firm of certified public accountants
selected by the Purchaser and the Seller with respect to numerical information
in respect of the Mortgage Loans, other mortgage loans and the Certificates
included in the Prospectus, the Memoranda (as defined in the Indemnification
Agreement) and any related 8-K Information (as defined in the Underwriting
Agreement), or items similar to the 8-K Information, including the cost of
obtaining any "comfort letters" with respect to such items; (v) the costs and
expenses in connection with the qualification or exemption of the Certificates
under state securities or blue sky laws, including filing fees and reasonable
fees and disbursements of counsel in connection therewith; (vi) the costs and
expenses in connection with any determination of the eligibility of the
Certificates for investment by institutional investors in any jurisdiction and
the preparation of any legal investment survey, including reasonable fees and
disbursements of counsel in connection therewith; (vii) the costs and expenses
in connection with printing (or otherwise reproducing) and delivering the
Registration Statement, Prospectus and Memoranda, and the reproduction and
delivery of this Agreement and the furnishing to the Underwriters of such copies
of the Registration Statement, Prospectus, Memoranda and this Agreement as the
Underwriters may reasonably request; (viii) the fees of the rating agency or
agencies requested to rate the Certificates and (ix) the reasonable fees and
expenses of Thacher Proffitt & Wood LLP, counsel to the Underwriters, and
Cadwalader, Wickersham & Taft LLP, counsel to the Depositor.

SECTION 10. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement. Furthermore, the
parties shall in good faith endeavor to replace any provision held to be invalid
or unenforceable with a valid and enforceable provision which most closely
resembles, and which has the same economic effect as, the provision held to be
invalid or unenforceable.

SECTION 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to conflicts of
law principles and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.

SECTION 12. No Third Party Beneficiaries. The parties do not
intend the benefits of this Agreement to inure to any third party except as
expressly set forth in Section 13.

SECTION 13. Assignment. The Seller hereby acknowledges that the
Purchaser has, concurrently with the execution hereof, executed and delivered
the Pooling and Servicing Agreement and that, in connection therewith, it has
assigned its rights hereunder to the Trustee for the benefit of the
Certificateholders to the extent set forth in the Pooling and Servicing
Agreement and that the rights so assigned may be further assigned to, and shall
inure to the benefit of, any successor trustee under the Pooling and Servicing
Agreement. The Seller hereby acknowledges its obligations (subject to the
provisions hereof), including that of expense reimbursement, pursuant to
Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing Agreement. Except as
set forth hereinabove and in Sections 2.01, 2.02 and 2.03 of the Pooling and
Servicing Agreement, the representations and warranties of the Seller made
hereunder and the remedies provided hereunder with respect to Breaches or
Defects may not be further assigned by the Purchaser, the Trustee or any
successor trustee. No owner of a Certificate issued pursuant to the Pooling and
Servicing Agreement shall be deemed a successor or permitted assign because of
such ownership. This Agreement shall bind and inure to the benefit of, and be
enforceable by, the Seller, the Purchaser and their permitted successors and
permitted assigns. The warranties and representations and the agreements made by
the Seller herein shall survive delivery of the Mortgage Loans to the Trustee
until the termination of the Pooling and Servicing Agreement.

SECTION 14. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given upon
receipt by the intended recipient if personally delivered at or couriered, sent
by facsimile transmission or mailed by first class or registered mail, postage
prepaid, to (i) in the case of the Purchaser, J.P. Morgan Chase Commercial
Mortgage Securities Corp., 270 Park Avenue, New York, New York 10017, Attention:
Dennis Schuh, fax number (212) 834-6593 with a copy to Bianca Russo, fax number
(212) 834-6593, (ii) in the case of the Seller, Eurohypo AG, New York Branch,
1114 Avenue of the Americas, 29th Floor, New York, New York 10036, Attention:
Daniel Vinson, fax number: (212) 479-5800 and (iii) in the case of any of the
preceding parties, such other address or fax number as may hereafter be
furnished to the other party in writing by such party.

SECTION 15. Amendment. This Agreement may be amended only by a
written instrument which specifically refers to this Agreement and is executed
by the Purchaser and the Seller; provided, however, that unless such amendment
is to cure an ambiguity, mistake or inconsistency in this Agreement, no
amendment shall be permitted unless each Rating Agency has delivered a written
confirmation that such amendment will not result in a downgrade, withdrawal or
qualification of the then current ratings of the Certificates and the cost of
obtaining any Rating Agency confirmation shall be borne by the party requesting
such amendment. This Agreement shall not be deemed to be amended orally or by
virtue of any continuing custom or practice. No amendment to the Pooling and
Servicing Agreement which relates to defined terms contained therein or any
obligations of the Seller whatsoever shall be effective against the Seller
unless the Seller shall have agreed to such amendment in writing.

SECTION 16. Counterparts. This Agreement may be executed in any
number of counterparts, and by the parties hereto in separate counterparts, each
of which when executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same instrument.

SECTION 17. Exercise of Rights. No failure or delay on the part
of any party to exercise any right, power or privilege under this Agreement and
no course of dealing between the Seller and the Purchaser shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, power or
privilege under this Agreement preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. Except as set forth in
Section 6 herein, the rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which any party would
otherwise have pursuant to law or equity. Except as set forth in Section 6
herein, no notice to or demand on any party in any case shall entitle such party
to any other or further notice or demand in similar or other circumstances, or
constitute a waiver of the right of either party to any other or further action
in any circumstances without notice or demand.

SECTION 18. No Partnership. Nothing herein contained shall be
deemed or construed to create a partnership or joint venture between the parties
hereto. Nothing herein contained shall be deemed or construed as creating an
agency relationship between the Purchaser and the Seller and neither party shall
take any action which could reasonably lead a third party to assume that it has
the authority to bind the other party or make commitments on such party's
behalf.

SECTION 19. Miscellaneous. This Agreement supersedes all prior
agreements and understandings relating to the subject matter hereof. Neither
this Agreement nor any term hereof may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of the change, waiver, discharge or termination is
sought.

* * * * * *



<PAGE>



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


J.P. MORGAN CHASE COMMERCIAL
MORTGAGE SECURITIES CORP., as
Purchaser



By: /s/ Charles Y. Lee
-----------------------------------
Name: Charles Y. Lee
Title: Vice President


EUROHYPO AG, NEW YORK BRANCH, as Seller



By: /s/ Daniel Vinson
-------------------------------------
Name: Daniel Vinson
Title: Managing Director



By: /s/ Nicholas Manolas
-------------------------------------
Name: Nicholas Manolas
Title: Director


<PAGE>

EXHIBIT A

MORTGAGE LOAN SCHEDULE


JPMCC 2006-LDP9
Mortgage Loan Schedule (EHY)
<TABLE>
c
Loan # Mortgagor Name Property Address
------ ----------------------------------------------------------------- -------------------------------------------------
<S> <C> <C>
6 Merchandise Mart L.L.C, MTS-MM LLC 200 World Trade Center
33 Sugarloaf Mills Limited Partnership 5900 Sugarloaf Parkway
47 TWC II-Prescott Mall, LLC 3250 Gateway Boulevard
51 Tysons Galleria L.L.C. 2001 International Drive
69 APF EDR, LP 6525 El Colegio Road and 811 Camino Pescadero
73 Universe at Sunrise Mountain, LLC 5250 Stewart Avenue
74 Direct Invest - 2 & 3 University, LLC, Direct Invest - 51 & 95 Sawyer Street
2 & 3 University 1, LLC, Direct Invest -
2 & 3 University 2, LLC, Direct Invest -
2 & 3 University 3, LLC, Direct Invest - 2 & 3 University 5, LLC
90 SPI Property Interests, LLC One & Two Nelson Parkway
94 CLK-HP 330-350 Motor Parkway, LLC 330, 350 & 352 Motor Parkway
111 STOIL 605, LLC, FORCE-FES, LLC, MLCO, LLC 605 West Olympic Boulevard
146 Jeffrey Madison, LLC 100, 102, 111, 121, 140, and 145 Research Boulevard
187 All Seven I, LLC, Berry-Bridge I, LLC 595 South Broadway
194 North Church Acquisitions LLC 2268 North Church Street
213 Honea Path Shopping Center, LLC 500 East Greer Street
226 PVP Silver Lake, L.L.C. 3270 West Silver Lake Road
246 PVP Bluffton, LLC 1975 North Main Street
250 Savannah Studio Partnership, Ltd. 700 Savannah Avenue
258 RDG Michaels, LLC; GFF Michaels, LLC 2700 Pleasant Valley Road

<CAPTION>


Loan # City State Zip Code County Property Name Size Measure Interest Rate (%)
------ ------------- ----- -------- ------------- --------------------------- ------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 Chicago IL 60654 Cook Merchandise Mart 3448680 Square Feet 5.57250
33 Lawrenceville GA 30043 Gwinnett Discover Mills 1184544 Square Feet 6.08332
47 Prescott AZ 86303 Yavapai Prescott Gateway 319348 Square Feet 5.78300
51 McLean VA 22102 Fairfax Tysons Galleria 309112 Square Feet 5.68567
69 Isla Vista CA 93117 Santa Barbara Fontainebleu 434 Beds 5.64100
73 Las Vegas NV 89110 Clark Broadstone Sunrise Mountain 344 Units 6.03778
74 Waltham MA 02453 Middlesex University Office Park 288127 Square Feet 6.13500
90 Mundelien IL 60060 Lake One & Two Nelson Parkway 85000 Square Feet 5.68000
94 Hauppauge NY 11788 Suffolk 330 & 350 Motor Parkway 132024 Square Feet 6.03200
111 Los Angeles CA 90015 Los Angeles Standard Oil Building 102587 Square Feet 5.90000
146 Madison AL 35758 Madison Madison Research Park 133748 Square Feet 6.15000
187 Hicksville NY 11801 Nassau Berry Bridge Corp 76000 Square Feet 5.67500
194 Burlington NC 27217 Alamance Cummings Park Plaza 197509 Square Feet 6.14000
213 Honea Path SC 29654 Anderson Honea Path Shopping Center 59785 Square Feet 5.82000
226 Fenton MI 48430 Genesee Walgreen's - Fenton 14490 Square Feet 5.78900
246 Bluffton IN 46714 Wells Walgreen's - Bluffton 14560 Square Feet 5.78900
250 McAllen TX 78503 Hidalgo Studio 6 Hotel 110 Rooms 5.84000
258 York PA 17402 York Michaels - York, PA 22180 Square Feet 6.08000

<CAPTION>


Net Mortgage Original Maturity/ Amort. Rem. Monthly Debt Servicing
Loan # Interest Rate Balance Cutoff Balance Term Rem. Term ARD Date Term Amort. Service Fee Rate
------ ------------- ----------- -------------- ---- --------- --------- ------ ------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6 5.55207 175,000,000 175,000,000 120 120 12/06/16 0 0 823,943 0.02000
33 6.06289 135,000,000 135,000,000 60 60 12/11/11 0 0 693,878 0.02000
47 5.76257 60,000,000 60,000,000 60 60 12/01/11 0 0 293,166 0.02000
51 5.66524 50,000,000 50,000,000 60 57 09/11/11 0 0 240,193 0.02000
69 5.62057 29,505,000 29,505,000 84 84 12/11/13 0 0 140,624 0.02000
73 6.01735 27,000,000 27,000,000 60 57 09/11/11 0 0 137,737 0.02000
74 6.11457 27,000,000 27,000,000 120 118 10/11/16 420 420 156,407 0.02000
90 5.65957 21,400,000 21,400,000 120 120 12/11/16 360 360 123,935 0.02000
94 6.01157 19,125,000 19,125,000 120 117 09/11/16 0 0 97,470 0.02000
111 5.87957 14,500,000 14,500,000 120 120 12/11/16 360 360 86,005 0.02000
146 6.12957 7,900,000 7,900,000 120 118 10/11/16 360 360 48,129 0.02000
187 5.65457 5,500,000 5,487,631 120 119 11/11/16 240 239 38,379 0.02000
194 6.11957 5,200,000 5,200,000 60 55 07/11/11 360 360 31,646 0.02000
213 5.79957 4,300,000 4,300,000 120 119 11/11/16 360 360 25,285 0.02000
226 5.76857 3,800,000 3,800,000 120 120 12/11/16 0 0 18,586 0.02000
246 5.76857 3,000,000 3,000,000 120 120 12/11/16 0 0 14,674 0.02000
250 5.81957 2,800,000 2,800,000 120 120 12/11/16 180 180 23,387 0.02000
258 6.05957 2,400,000 2,400,000 120 119 11/11/16 360 360 14,513 0.02000


<CAPTION>


Letter
Accrual ARD ARD Step Up Crossed Originator/ of
Loan # Type (Y/N) (%) Title Type Loan Loan Seller Guarantor Credit
------ ---------- ----- ----------- ------------- ------- ----------- ------------------------------------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
6 Actual/360 No Fee EHY Vornado Realty L.P. No
33 Actual/360 No Fee EHY The Mills Limited Partnership No
47 Actual/360 No Fee EHY The Macerich Partnership, L.P. No
51 Actual/360 No Fee/Leasehold EHY GGP/Homart, Inc. No
69 Actual/360 No Fee EHY APF EDR, LP No
73 Actual/360 No Fee EHY Henry Manoucheri No
74 Actual/360 No Leasehold EHY Direct Invest, L.L.C. No
90 Actual/360 No Fee EHY Paul Reisman, Steven Reisman, Alon Abady No
94 Actual/360 No Fee EHY Howard Parnes and Craig Koenigsberg No
111 Actual/360 No Fee EHY Marc Bohbot, Michele Bohbot, Shahriyar
Akhlaghfar, Leon Landver, Michael Landver No
146 Actual/360 No Fee EHY Scott Dew, Richard Pachulski, Nathan Rubin 300,000.00
187 Actual/360 No Fee EHY Joseph Lostritto and Glenn Lostritto No
194 Actual/360 No Fee EHY Edward Ross No
213 Actual/360 No Fee EHY Michael H. Weisser 75,000.00
226 Actual/360 No Fee EHY Paul V. Profeta No
246 Actual/360 No Fee EHY Paul V. Profeta No
250 Actual/360 No Fee EHY Vannie Cook Trusts No
258 Actual/360 No Fee EHY Roy D. Gottlieb No


<CAPTION>


UPFRONT ESCROW
----------------------------------------------------------------------------------------
Upfront Upfront Upfront Upfront Upfront Upfront
CapEx Eng. Envir. TI/LC Upfront RE Ins. Other
Loan # Reserve Reserve Reserve Reserve Tax Reserve Reserve Reserve
------ ------------ ---------- ------- ------------ ------------ ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
6 0.00 0.00 0.00 0.00 0.00 0.00 0.00
33 25,080.13 0.00 0.00 100,321.00 293,068.00 0.00 0.00
47 0.00 0.00 0.00 0.00 225,216.00 0.00 0.00
51 0.00 0.00 0.00 0.00 0.00 0.00 0.00
69 1,000,000.00 19,800.00 0.00 0.00 0.00 0.00 503,000.00
73 0.00 0.00 0.00 0.00 75,443.62 11,293.34 55,000.00
74 422,636.00 16,906.00 0.00 3,160,458.00 205,569.00 11,056.00 0.00
90 1,416.67 0.00 0.00 0.00 29,448.90 3,860.84 0.00
94 0.00 19,250.00 0.00 0.00 148,732.00 16,380.00 0.00
111 0.00 48,438.00 0.00 0.00 43,434.00 15,144.00 0.00
146 150,000.00 0.00 0.00 500,000.00 0.00 7,425.36 0.00
187 0.00 0.00 0.00 151,552.00 53,003.52 0.00 0.00
194 0.00 0.00 0.00 0.00 38,585.04 5,463.00 0.00
213 964.27 37,000.00 0.00 0.00 4,484.33 8,357.22 0.00
226 0.00 0.00 0.00 0.00 0.00 0.00 0.00
246 0.00 0.00 0.00 0.00 0.00 0.00 0.00
250 5,279.60 0.00 0.00 0.00 0.00 10,400.88 0.00
258 278.00 5,808.00 0.00 2,311.00 0.00 0.00 0.00


<CAPTION>

MONTHLY ESCROW
----------------------------------------------------------------------
Monthly Monthly Monthly Monthly
Capex Envir. TI/LC Monthly RE Monthly Ins. Other Grace Lockbox
Loan # Reserve Reserve Reserve Tax Reserve Reserve Reserve Period In-place Property Type
------ -------- ------- --------- ----------- ------------ ------- ------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6 0.00 0.00 0.00 0.00 0.00 0.00 3 Yes Office
33 25080.13 0.00 100321.00 146534.00 0.00 0.00 0 Yes Retail
47 0.00 0.00 0.00 56304.00 0.00 0.00 5 Yes Retail
51 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Retail
69 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Multifamily
73 6994.67 0.00 0.00 0.00 5646.66 0.00 0 No Multifamily
74 0.00 0.00 0.00 68523.00 11056.00 0.00 0 Yes Office
90 1416.67 0.00 0.00 14724.45 1930.42 0.00 0 Yes Office
94 1638.00 0.00 0.00 37183.00 0.00 0.00 0 No Office
111 1483.29 0.00 0.00 21717.00 1893.00 0.00 0 Yes Office
146 2235.80 0.00 5416.67 6993.74 1856.34 0.00 0 No Office
187 0.00 0.00 0.00 17667.84 0.00 0.00 0 No Industrial
194 3127.00 0.00 2916.67 4823.13 1821.00 4918.42 0 No Retail
213 964.27 0.00 0.00 928.58 4484.33 0.00 0 No Retail
226 181.13 0.00 0.00 0.00 0.00 0.00 0 No Retail
246 182.00 0.00 0.00 0.00 0.00 0.00 0 No Retail
250 5279.60 0.00 0.00 10039.21 2600.22 0.00 0 No Hotel
258 278.00 0.00 2311.00 0.00 0.00 0.00 0 Yes Retail

<CAPTION>



Remaining
Interest Final Amortization
Defeasance Accrual Loan Maturity Term for
Loan # Permitted Period Group Date Balloon Loans
------ ---------- ---------- ----- -------- -------------
<S> <C> <C> <C> <C> <C>
6 Yes Actual/360 1
33 Yes Actual/360 3
47 Yes Actual/360 3
51 Yes Actual/360 3
69 Yes Actual/360 3
73 Yes Actual/360 3
74 Yes Actual/360 1 420
90 Yes Actual/360 1 360
94 Yes Actual/360 1
111 Yes Actual/360 1 360
146 No Actual/360 1 360
187 Yes Actual/360 1 240
194 Yes Actual/360 3 360
213 Yes Actual/360 1 360
226 No Actual/360 1
246 No Actual/360 1
250 No Actual/360 1 180
258 No Actual/360 1 360


</TABLE>

<PAGE>

EXHIBIT B

MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

(1) No Mortgage Loan is 30 days or more delinquent in payment of
principal and interest (without giving effect to any applicable grace period in
the related Mortgage Note) and no Mortgage Loan has been 30 days or more
(without giving effect to any applicable grace period in the related Mortgage
Note) past due.

(2) Except with respect to the ARD Loans, which provide that the
rate at which interest accrues thereon increases after the Anticipated Repayment
Date, the Mortgage Loans (exclusive of any default interest, late charges or
prepayment premiums) are fixed rate mortgage loans with terms to maturity, at
origination or as of the most recent modification, as set forth in the Mortgage
Loan Schedule.

(3) The information pertaining to each Mortgage Loan set forth on
the Mortgage Loan Schedule is true and correct in all material respects as of
the Cut-off Date.

(4) At the time of the assignment of the Mortgage Loans to the
Purchaser, the Seller had good and marketable title to and was the sole owner
and holder of, each Mortgage Loan, free and clear of any pledge, lien,
encumbrance or security interest (subject to certain agreements regarding
servicing as provided in the Pooling and Servicing Agreement, subservicing
agreements permitted thereunder and that certain Servicing Rights Purchase
Agreement, dated as of the Closing Date between the applicable Master Servicer
and Seller) and such assignment validly and effectively transfers and conveys
all legal and beneficial ownership of the Mortgage Loans to the Purchaser free
and clear of any pledge, lien, encumbrance or security interest (subject to
certain agreements regarding servicing as provided in the Pooling and Servicing
Agreement, subservicing agreements permitted thereunder and that certain
Servicing Rights Purchase Agreement, dated as of the Closing Date between the
applicable Master Servicer and Seller).

(5) In respect of each Mortgage Loan, (A) in reliance on public
documents or certified copies of the incorporation or partnership or other
entity documents, as applicable, delivered in connection with the origination of
such Mortgage Loan, the related Mortgagor is an entity organized under the laws
of a state of the United States of America, the District of Columbia or the
Commonwealth of Puerto Rico and (B) as of the origination date, the Seller
(based on customary due diligence) had no knowledge, and since the origination
date, the Seller has no actual knowledge, that the related Mortgagor is a debtor
in any bankruptcy, receivership, conservatorship, reorganization, insolvency,
moratorium or similar proceeding.

(6) Each Mortgage Loan is secured by the related Mortgage which
establishes and creates a valid and subsisting first priority lien on the
related Mortgaged Property, or leasehold interest therein, comprising real
estate, free and clear of any liens, claims, encumbrances, participation
interests, pledges, charges or security interests subject only to Permitted
Encumbrances. Such Mortgage, together with any separate security agreement, UCC
Financing Statement or similar agreement, if any, establishes and creates a
first priority security interest in favor of the Seller in all personal property
owned by the Mortgagor that is used in, and is reasonably necessary to, the
operation of the related Mortgaged Property and, to the extent a security
interest may be created therein and perfected by the filing of a UCC Financing
Statement under the Uniform Commercial Code as in effect in the relevant
jurisdiction, the proceeds arising from the Mortgaged Property and other
collateral securing such Mortgage Loan, subject only to Permitted Encumbrances.
There exists with respect to such Mortgaged Property an assignment of leases and
rents provision, either as part of the related Mortgage or as a separate
document or instrument, which establishes and creates a first priority security
interest in and to leases and rents arising in respect of the related Mortgaged
Property, subject only to Permitted Encumbrances. Except for the holder of the
Companion Loan with respect to the AB Mortgage Loans, to the Seller's knowledge,
no person other than the related Mortgagor and the mortgagee own any interest in
any payments due under the related leases. The related Mortgage or such
assignment of leases and rents provision provides for the appointment of a
receiver for rents or allows the holder of the related Mortgage to enter into
possession of the related Mortgaged Property to collect rent or provides for
rents to be paid directly to the holder of the related Mortgage in the event of
a default beyond applicable notice and grace periods, if any, under the related
Mortgage Loan documents. As of the origination date, there were, and, to the
Seller's actual knowledge as of the Closing Date, there are, no mechanics' or
other similar liens or claims which have been filed for work, labor or materials
affecting the related Mortgaged Property which are or may be prior or equal to
the lien of the Mortgage, except those that are bonded or escrowed for or which
are insured against pursuant to the applicable Title Insurance Policy (as
defined below) and except for Permitted Encumbrances. No (a) Mortgaged Property
secures any mortgage loan not represented on the Mortgage Loan Schedule other
than a Companion Loan, (b) Mortgage Loan is cross-collateralized or
cross-defaulted with any other mortgage loan, other than a Mortgage Loan listed
on the Mortgage Loan Schedule or a Companion Loan, or (c) Mortgage Loan is
secured by property that is not a Mortgaged Property. Notwithstanding the
foregoing, no representation is made as to the perfection of any security
interest in rent, operating revenues or other personal property to the extent
that possession or control of such items or actions other than the recordation
of the Mortgage or the Assignment of Leases and Rents or the filing of UCC
Financing Statements are required in order to effect such perfection.

(7) The related Mortgagor under each Mortgage Loan has good and
indefeasible fee simple or, with respect to those Mortgage Loans described in
clause (20) hereof, leasehold title to the related Mortgaged Property comprising
real estate subject to any Permitted Encumbrances.

(8) The Seller has received an American Land Title Association
(ALTA) lender's title insurance policy or a comparable form of lender's title
insurance policy (o