EXECUTION VERSION

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                        MORTGAGE LOAN PURCHASE AGREEMENT

                                     between

                        LASALLE BANK NATIONAL ASSOCIATION
                                    as Seller

                                       and

                          MORGAN STANLEY CAPITAL I INC.
                                  as Purchaser

                           Dated as of August 8, 2006

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                                TABLE OF CONTENTS

1.    AGREEMENT TO PURCHASE................................................    3
2.    CONVEYANCE OF MORTGAGE LOANS.........................................    3
3.    EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW...............   11
4.    REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER...............   12
5.    REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE
      BY SELLER............................................................   16
6.    CLOSING..............................................................   20
7.    CLOSING DOCUMENTS....................................................   21
8.    COSTS................................................................   24
9.    NOTICES..............................................................   24
10.   SEVERABILITY OF PROVISIONS...........................................   24
11.   FURTHER ASSURANCES...................................................   24
12.   SURVIVAL.............................................................   24
13.   GOVERNING LAW........................................................   25
14.   BENEFITS OF MORTGAGE LOAN PURCHASE AGREEMENT.........................   25
15.   MISCELLANEOUS........................................................   25
16.   ENTIRE AGREEMENT.....................................................   25

Exhibit 1   Mortgage Loan Schedule
Exhibit 2   Representations and Warranties
Exhibit 3   Pricing Formulation
Exhibit 4   Bill of Sale
Exhibit 5   Power of Attorney

                             Index of Defined Terms

Affected Loan(s)...........................................................   17
Agreement..................................................................    2
Certificate Purchase Agreement.............................................    2
Certificates...............................................................    2
Closing Date...............................................................    3
Collateral Information.....................................................   11
Crossed Mortgage Loans.....................................................   17
Defective Mortgage Loan....................................................   17
Final Judicial Determination...............................................   19
Indemnification Agreement..................................................   14
Initial Purchaser..........................................................    2
Master Servicer............................................................    2
Material Breach............................................................   16
Material Document Defect...................................................   16
Memorandum.................................................................    2
MERS.......................................................................    5
Mortgage File..............................................................    4
Mortgage Loan Schedule.....................................................    3
Mortgage Loans.............................................................    2
Officer's Certificate......................................................    7
Other Mortgage Loans.......................................................    2
Pooling and Servicing Agreement............................................    2
Private Certificates.......................................................    2
Prospectus Supplement......................................................    2
Public Certificates........................................................    2
Purchaser..................................................................    2
Repurchased Loan...........................................................   18
Seller.....................................................................    2
Servicing File.............................................................    9
Special Servicer...........................................................    2
Trust......................................................................    2
Trustee....................................................................    2
Underwriters...............................................................    2
Underwriting Agreement.....................................................    2


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                        MORTGAGE LOAN PURCHASE AGREEMENT

                                 (LASALLE LOANS)

Mortgage Loan Purchase Agreement (this "Agreement"), dated as of August 8, 2006,
between LaSalle Bank National Association (the "Seller"), and Morgan Stanley
Capital I Inc. (the "Purchaser").

Seller agrees to sell and Purchaser agrees to purchase certain mortgage loans
listed on Exhibit 1 hereto (the "Mortgage Loans") as described herein. Purchaser
will convey the Mortgage Loans to a trust (the "Trust") created pursuant to a
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), to be
dated as of August 1, 2006, between Purchaser, as depositor, Wells Fargo Bank,
National Association, as master servicer, J.E. Robert Company, Inc., as special
servicer ("Special Servicer"), HSBC Bank USA, National Association, as trustee
("Trustee") and LaSalle Bank National Association, as paying agent, custodian,
certificate registrar and authenticating agent. In exchange for the Mortgage
Loans and certain other mortgage loans (the "Other Mortgage Loans") to be
purchased by Purchaser, the Trust will issue to the Depositor pass-through
certificates to be known as Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2006-HQ9 (the "Certificates"). The
Certificates will be issued pursuant to the Pooling and Servicing Agreement.

Capitalized terms used herein but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement. The term "Master
Servicer" as used herein shall mean Wells Fargo Bank, National Association in
its capacity as a master servicer under the Pooling and Servicing Agreement
unless otherwise specified.

The Class A-1, Class A-1A, Class A-2, Class A-3, Class A-AB, Class A-4, Class
A-4FL, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F
Certificates (the "Public Certificates") will be sold by Purchaser to Morgan
Stanley & Co. Incorporated, LaSalle Financial Services, Inc., Greenwich Capital
Markets, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Underwriters"), pursuant to an Underwriting Agreement, between Purchaser and
the Underwriters, dated August 8, 2006 (the "Underwriting Agreement"), and the
Class X, Class X-MP, Class X-RC, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class S, Class T, Class DP, Class
ST, Class R-I, Class R-II and Class R-III Certificates (the "Private
Certificates") will be sold by Purchaser to Morgan Stanley & Co. Incorporated
(the "Initial Purchaser") pursuant to a Certificate Purchase Agreement, between
Purchaser and the Initial Purchaser, dated August 8, 2006 (the "Certificate
Purchase Agreement"). The Underwriters will offer the Public Certificates for
sale publicly pursuant to a Prospectus dated March 14, 2006, as supplemented by
a Prospectus Supplement dated August 8, 2006 (together with the Prospectus, the
"Prospectus Supplement"), and the Initial Purchaser will offer the Private
Certificates for sale in transactions exempt from the registration requirements
of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated
August 8, 2006 (the "Memorandum").

In consideration of the mutual agreements contained herein, Seller and Purchaser
hereby agree as follows:



1. AGREEMENT TO PURCHASE.

1.1 Seller agrees to sell, and Purchaser agrees to purchase, on a servicing
released basis, the Mortgage Loans identified on the schedule (the "Mortgage
Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to
reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms
hereof. The Cut-Off Date with respect to the Mortgage Loans is August 1, 2006.
The Mortgage Loans will have an aggregate principal balance as of the close of
business on the Cut-Off Date, after giving effect to any payments due on or
before such date, whether or not received, of $805,810,091. The sale of the
Mortgage Loans shall take place on August 17, 2006 or such other date as shall
be mutually acceptable to the parties hereto (the "Closing Date"). The purchase
price to be paid by Purchaser for the Mortgage Loans shall equal the amount set
forth as such purchase price on Exhibit 3 hereto. The purchase price shall be
paid to Seller by wire transfer in immediately available funds on the Closing
Date.

1.2 On the Closing Date, Purchaser will assign to Trustee pursuant to the
Pooling and Servicing Agreement all of its right, title and interest in and to
the Mortgage Loans and its rights under this Agreement (to the extent set forth
in Section 14), and Trustee shall succeed to such right, title and interest in
and to the Mortgage Loans and Purchaser's rights under this Agreement (to the
extent set forth in Section 14).

2. CONVEYANCE OF MORTGAGE LOANS.

2.1 Effective as of the Closing Date, subject only to receipt of the
consideration referred to in Section 1 hereof and the satisfaction of the
conditions specified in Sections 6 and 7 hereof, Seller does hereby transfer,
assign, set over and otherwise convey to Purchaser, without recourse, except as
specifically provided herein, all the right, title and interest of Seller, with
the understanding that a Servicing Rights Purchase and Sale Agreement, dated
August 1, 2006, will be executed by Seller and Master Servicer, in and to the
Mortgage Loans identified on the Mortgage Loan Schedule as of the Closing Date.
The Mortgage Loan Schedule, as it may be amended from time to time on or prior
to the Closing Date, shall conform to the requirements of this Agreement and the
Pooling and Servicing Agreement. In connection with such transfer and
assignment, Seller shall deliver to or on behalf of Trustee, on behalf of
Purchaser, on or prior to the Closing Date, the Mortgage Note (as described in
clause 2.2.1 hereof) for each Mortgage Loan and on or prior to the fifth
Business Day after the Closing Date, five limited powers of attorney
substantially in the form attached hereto as Exhibit 5 in favor of Trustee,
Master Servicer and Special Servicer to empower Trustee, Master Servicer and, in
the event of the failure or incapacity of Trustee and Master Servicer, Special
Servicer, to submit for recording, at the expense of Seller, any Mortgage Loan
documents required to be recorded as described in the Pooling and Servicing
Agreement and any intervening assignments with evidence of recording thereon
that are required to be included in the Mortgage Files (so long as original
counterparts have previously been delivered to Trustee). Seller agrees to
reasonably cooperate with Trustee, Master Servicer and Special Servicer in
connection with any additional powers of attorney or revisions thereto that are
requested by such parties for purposes of such recordation. The parties hereto
agree that no such power of attorney shall be used with respect to any Mortgage
Loan by or under authorization by any party hereto except to the extent that the
absence of a document described in the second preceding sentence with respect to
such Mortgage Loan remains


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unremedied as of the earlier of (i) the date that is 180 days following the
delivery of notice of such absence to Seller, but in no event earlier than 18
months from the Closing Date, and (ii) the date (if any) on which such Mortgage
Loan becomes a Specially Serviced Mortgage Loan. Custodian shall submit such
documents for recording, at Seller's expense, after the periods set forth above,
provided, however, Custodian shall not submit such assignments for recording if
Seller produces evidence that it has sent any such assignment for recording and
certifies that Seller is awaiting its return from the applicable recording
office. In addition, not later than the 30th day following the Closing Date,
Seller shall deliver to or on behalf of Trustee each of the remaining documents
or instruments specified in Section 2.2 hereof (with such exceptions and
additional time periods as are permitted by this Section 2) with respect to each
Mortgage Loan (each, a "Mortgage File"). (Seller acknowledges that the term
"without recourse" does not modify the duties of Seller under Section 5 hereof.)

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

     2.2.1 The original Mortgage Note bearing all intervening endorsements,
endorsed "Pay to the order of HSBC Bank USA, National Association, as Trustee
for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2006-HQ9, without recourse, representation or warranty" or
if the original Mortgage Note is not included therein, then a lost note
affidavit, with a copy of the Mortgage Note attached thereto;

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

     2.2.3 The originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon, or if any such original modification,
consolidation or extension agreement has been delivered to the appropriate
recording office for recordation and either has not yet been returned on or
prior to the 90th day following the Closing Date with evidence of recordation
thereon or has been lost after recordation, a true copy of such modification,
consolidation or extension


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certified by Seller together with (i) in the case of a delay caused by the
public recording office, an Officer's Certificate of Seller stating that such
original modification, consolidation or extension agreement has been dispatched
or sent to the appropriate public recording official for recordation or (ii) in
the case of an original modification, consolidation or extension agreement that
has been lost after recordation, a certification by the appropriate county
recording office where such document is recorded that such copy is a true and
complete copy of the original recorded modification, consolidation or extension
agreement, and the originals of all assumption agreements, if any;

     2.2.4 An original Assignment of Mortgage for each Mortgage Loan, in form
and substance acceptable for recording (except for recording information not yet
available if the instrument being recorded has not been returned from the
applicable recording office), signed by the holder of record in blank or in
favor of "HSBC Bank USA, National Association, as Trustee for Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-HQ9,"
provided, if the related Mortgage has been recorded in the name of Mortgage
Electronic Registration Systems, Inc. ("MERS") or its designee, no such
assignments will be required to be submitted for recording or filing and
instead, Seller shall take all actions as are necessary to cause Trustee to be
shown as the owner of the related Mortgage on the record of MERS for purposes of
the system of recording transfers of beneficial ownership of mortgages
maintained by MERS and shall deliver to Special Servicer evidence confirming
that Trustee is shown as the owner on the record of MERS;

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

     2.2.6 If the related Assignment of Leases is separate from the Mortgage,
the original of such Assignment of Leases with evidence of recording thereon or,
if such Assignment of Leases has not been returned on or prior to the 90th day
following the Closing Date from the applicable public recording office, a copy
of such Assignment of Leases certified by Seller to be a true and complete copy
of the original Assignment of Leases submitted for recording, together with (i)
an original of each assignment of such Assignment of Leases with evidence of
recording thereon and showing a complete recorded chain of assignment from the
named assignee to the holder of record, and if any such assignment of such
Assignment of Leases has not been returned from the applicable public recording
office, a copy of such assignment certified by Seller to be a true and complete
copy of the original assignment submitted for recording, and (ii) an original
assignment


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of such Assignment of Leases, in recordable form, signed by the holder of record
in favor of "HSBC Bank USA, National Association, as Trustee for Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-HQ9,"
which assignment may be effected in the related Assignment of Mortgage,
provided, if the related Mortgage has been recorded in the name of MERS or its
designee, no assignment of Assignment of Leases in favor of Trustee will be
required to be recorded or delivered and instead, Seller shall take all actions
as are necessary to cause Trustee to be shown as the owner of the related
Mortgage on the record of MERS for purposes of the system of recording transfers
of beneficial ownership of mortgages maintained by MERS and shall deliver to
Special Servicer evidence confirming that Trustee is shown as the owner on the
record of MERS;

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

     2.2.8 The original Title Insurance Policy, or in the event such original
Title Insurance Policy has not been issued, an original binder or actual title
commitment or a copy thereof certified by the title company with the original
Title Insurance Policy to follow within 180 days of the Closing Date or a
preliminary title report with an original Title Insurance Policy to follow
within 180 days of the Closing Date;

     2.2.9 (A) Copies of UCC financing statements (together with all assignments
thereof) and (B) UCC-2 or UCC-3 financing statements assigning such UCC
financing statements to Trustee executed and delivered in connection with the
Mortgage Loan, provided, if the related Mortgage has been recorded in the name
of MERS or its designee, no such financing statements will be required to be
recorded or delivered and instead, Seller shall take all actions as are
necessary to cause Trustee to be shown as the owner of the related Mortgage on
the record of MERS for purposes of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS and shall deliver to
Special Servicer evidence confirming that Trustee is shown as the owner on the
record of MERS;

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

     2.2.11 Copies of any loan agreements, lock-box agreements and intercreditor
agreements (including, without limitation, any Intercreditor Agreement, any
Non-Serviced Mortgage Loan Intercreditor Agreement and any Loan Pair
Intercreditor Agreement, and a copy (that is, not the original) of the mortgage
note evidencing the related B Note), if any, related to any Mortgage Loan;

     2.2.12 Either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan (other than letters of
credit representing tenant security deposits which have been collaterally
assigned to the lender), which shall be assigned and delivered to Trustee on
behalf of the Trust with a copy to be held by Primary Servicer (or Master
Servicer), and applied, drawn, reduced or released in accordance with documents
evidencing or securing the applicable Mortgage Loan, the Pooling and Servicing
Agreement and the Primary Servicing Agreement or (B) the original of each letter
of credit, if any, constituting additional


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

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

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

     2.2.15 The original or a copy of any Environmental Insurance Policy; and

     2.2.16 Any affidavit and indemnification agreement.

The original of each letter of credit referred to in clause 2.2.12 above shall
be delivered to Primary Servicer, Master Servicer or Trustee (as the case may
be) within 45 days of the Closing Date. In addition, a copy of any ground lease
shall be delivered to Primary Servicer within 30 days of the Closing Date.

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

2.3 The Assignments of Mortgage and assignment of Assignment of Leases referred
to in Sections 2.2.4 and 2.2.6 may be in the form of a single instrument
assigning the Mortgage and the Assignment of Leases to the extent permitted by
applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the


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mortgages) and assignments of UCC financing statements, Seller shall execute, in
accordance with the third succeeding paragraph, the assignments of mortgages,
the assignments of leases (to the extent separate from the mortgages) and the
assignments of UCC financing statements relating to the Mortgage Loans naming
Trustee on behalf of the Certificateholders as assignee. Notwithstanding the
fact that such assignments of mortgages, assignments of leases (to the extent
separate from the assignments of mortgages) and assignments of UCC financing
statements shall name Trustee on behalf of the Certificateholders as the
assignee, the parties hereto acknowledge and agree that the Mortgage Loans shall
for all purposes be deemed to have been transferred from Seller to Purchaser and
from Purchaser to Trustee on behalf of the Certificateholders.

2.4 If Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan,
any of the documents and/or instruments referred to in Sections 2.2.2, 2.2.3,
2.2.5 or 2.2.6, with evidence of recording thereon, solely because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but Seller delivers a
photocopy thereof (certified by the appropriate county recorder's office to be a
true and complete copy of the original thereof submitted for recording), to
Trustee within such 90 day period, Seller shall then deliver within 180 days
after the Closing Date the recorded document (or within such longer period after
the Closing Date as Trustee may consent to, which consent shall not be
unreasonably withheld so long as Seller is, as certified in writing to Trustee
no less often than monthly, in good faith attempting to obtain from the
appropriate county recorder's office such original or photocopy).

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

2.6 Within 45 days following the Closing Date, Seller shall deliver, and
Purchaser, Trustee or the agents of either may submit or cause to be submitted
for recordation at the expense of Seller, in the appropriate public office for
real property records, each assignment referred to in clauses 2.2.4, 2.2.6(ii)
and 2.2.9(B) above (with recording information in blank if such information is
not yet available). If any such document or instrument is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, Seller
shall prepare a substitute therefor or cure such defect, and Seller shall, at
its own expense (except in the case of a document or instrument that is lost by
Trustee), record or file, as the case may be, and deliver such document or
instrument in accordance with this Section 2.

2.7 As to each Mortgage Loan secured by a Mortgaged Property with respect to
which the related Mortgagor has entered into a franchise agreement and each
Mortgage Loan secured by a Mortgaged Property with respect to which a letter of
credit is in place, Seller shall provide a notice on or prior to the date that
is 30 days after the Closing Date to the franchisor or the issuing financial
institution, as applicable, of the transfer of such Mortgage Loan to the Trust
pursuant to the Pooling and Servicing Agreement, and inform such parties that
any notices to the Mortgagor's lender pursuant to such franchise agreement or
letter of credit should thereafter be forwarded to Master Servicer and, with
respect to each franchise agreement, provide a franchise


                                       8



comfort letter to the franchisor on or prior to the date that is 30 days after
the Closing Date. After the Closing Date, with respect to any letter of credit
that has not yet been assigned to the Trust, upon the written request of Master
Servicer or the applicable Primary Servicer, Seller will draw on such letter of
credit as directed by Master Servicer or such Primary Servicer in such notice to
the extent Seller has the right to do so.

2.8 Documents that are in the possession of Seller, its agents or its
subcontractors that relate to the servicing of any Mortgage Loans and that are
not required to be a part of the Mortgage File and are reasonably necessary for
the ongoing administration and/or servicing of the applicable Mortgage Loan (the
"Servicing File") shall be delivered to Trustee shall be shipped by Seller to or
at the direction of Master Servicer, on behalf of Purchaser, on or prior to the
75th day after the Closing Date, in accordance with Section 3.1 of the Primary
Servicing Agreement, if applicable.

2.9 The documents required to be delivered to Master Servicer (or in the
alternative, Primary Servicer) shall include, to the extent required to be (and
actually) delivered to Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Borrower/sponsor and any guarantors, any letters of credit, any intercreditor
agreement and any Environmental Insurance Policies. Notwithstanding the
foregoing, Seller shall not be required to deliver any draft documents, or any
attorney-client communications that are privileged communications or constitute
legal or other due diligence analyses, or internal communications of Seller or
its affiliates, or credit underwriting or other analyses or data. Delivery of
any of the foregoing documents to Primary Servicer shall be deemed a delivery to
Master Servicer and satisfy Seller's obligations under this subparagraph. Each
of the foregoing items may be delivered by Seller in electronic form, to the
extent such document is available in such form and such form is reasonably
acceptable to Master Servicer.

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

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


                                       9



be the property of Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

     2.11.1 this Agreement shall be deemed to be a security agreement; and

     2.11.2 the conveyance provided for in this Section 2 shall be deemed to be
a grant by Seller to Purchaser of a security interest in all of Seller's right,
title, and interest, whether now owned or hereafter acquired, in and to:

          A. All accounts, general intangibles, chattel paper, instruments,
     documents, money, deposit accounts, certificates of deposit, goods, letters
     of credit, advices of credit and investment property consisting of, arising
     from or relating to any of the following property: the Mortgage Loans
     identified on the Mortgage Loan Schedule, including the related Mortgage
     Notes, Mortgages, security agreements, and title, hazard and other
     insurance policies, all distributions with respect thereto payable after
     the Cut-Off Date, all substitute or replacement Mortgage Loans and all
     distributions with respect thereto, and the Mortgage Files;

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

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

2.12 The possession by Purchaser or its designee of the Mortgage Notes, the
Mortgages, and such other goods, letters of credit, advices of credit,
instruments, money, documents, chattel paper or certificated securities shall be
deemed to be possession by the secured party or possession by a purchaser for
purposes of perfecting the security interest pursuant to the Uniform Commercial
Code (including, without limitation, Sections 9-313 thereof) as in force in the
relevant jurisdiction. Notwithstanding the foregoing, Seller makes no
representation or warranty as to the perfection of any such security interest.

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

2.14 Seller shall, to the extent consistent with this Agreement and upon request
by or on behalf of Purchaser, take such reasonable actions as may be necessary
to ensure that, if this Agreement were deemed to create a security interest in
the property described above, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will


                                       10



be maintained as such throughout the term of the Agreement. In such case, Seller
hereby authorizes Master Servicer to file all filings necessary to maintain the
effectiveness of any original filings necessary under the Uniform Commercial
Code as in effect in any jurisdiction to perfect such security interest in such
property. In connection herewith, Purchaser shall have all of the rights and
remedies of a secured party and creditor under the Uniform Commercial Code as in
force in the relevant jurisdiction.

2.15 Notwithstanding anything to the contrary contained herein, and subject to
Section 2.1, Purchaser shall not be required to purchase any Mortgage Loan as to
which any Mortgage Note (endorsed as described in clause 2.2.1) required to be
delivered to or on behalf of Trustee or Master Servicer pursuant to this Section
2 on or before the Closing Date is not so delivered, or is not properly executed
or is defective on its face, and Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

3. EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW.

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

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


                                       11



condition, financial statements as provided to Purchaser or other developments
affecting Seller's ability to consummate the transactions contemplated hereby or
otherwise affecting Seller in any material respect. Within 45 days after the
Closing Date, Seller shall provide Master Servicer or Primary Servicer, if
applicable, with any additional information identified by Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

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

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

4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER.

4.1 To induce Purchaser to enter into this Agreement, Seller hereby makes for
the benefit of Purchaser and its assigns with respect to each Mortgage Loan
(subject to the last paragraph of this Section 4.1) as of the date hereof (or as
of such other date specifically set forth in the particular representation and
warranty) each of the representations and warranties set forth on Exhibit 2
hereto, except as otherwise set forth on Schedule A attached thereto, and hereby
further represents and warrants to Purchaser as of the date hereof that:

     4.1.1 Seller is duly organized and is validly existing as a national
banking association in good standing under the laws of the United States. Seller
has the requisite power and authority and legal right to own the Mortgage Loans
and to transfer and convey the Mortgage Loans to


                                       12



Purchaser and has the requisite power and authority to execute and deliver,
engage in the transactions contemplated by, and perform and observe the terms
and conditions of, this Agreement.

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

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

     4.1.4 Neither the transfer of the Mortgage Loans to Purchaser, nor the
execution, delivery or performance of this Agreement by Seller, conflicts or
will conflict with, results or will result in a breach of, or constitutes or
will constitute a default under (A) any term or provision of Seller's articles
of organization or by-laws, (B) any term or provision of any material agreement,
contract, instrument or indenture to which Seller is a party or by which it or
any of its assets is bound or results in the creation or imposition of any lien,
charge or encumbrance upon any of its property pursuant to the terms of any such
indenture, mortgage, contract or other instrument, other than pursuant to this
Agreement, or (C) after giving effect to the consents or taking of the actions
contemplated in subsection 4.1.3, any law, rule, regulation, order, judgment,
writ, injunction or decree of any court or governmental authority having
jurisdiction over Seller or its assets, except where in any of the instances
contemplated by clauses (B) or (C) above, any conflict, breach or default, or
creation or imposition of any lien, charge or encumbrance, will not have a
material adverse effect on the consummation of the transactions contemplated
hereby by Seller or materially and adversely affect its ability to perform its
obligations and duties hereunder or result in any material adverse change in the
business, operations, financial condition, properties or assets of Seller, or in
any material impairment of the right or ability of Seller to carry on its
business substantially as now conducted.


                                       13



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

     4.1.6 On the Closing Date, the sale of the Mortgage Loans pursuant to this
Agreement will effect a transfer by Seller of all of its right, title and
interest in and to the Mortgage Loans to Purchaser.

     4.1.7 To Seller's knowledge, Seller's Information (as defined in that
certain indemnification agreement, dated August 8, 2006, between Seller,
Purchaser, the Underwriters and the Initial Purchaser (the "Indemnification
Agreement")) relating to the Mortgage Loans does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading (when read together with the Final Prospectus Supplement,
in the case of Public Certificates, or when read together with the Memorandum,
in the case of the Private Certificates). Notwithstanding anything contained
herein to the contrary, this subparagraph 4.1.7 shall run exclusively to the
benefit of Purchaser and no other party.

To induce Purchaser to enter into this Agreement, Seller hereby covenants that
the foregoing representations and warranties and those set forth on Exhibit 2
hereto, subject to the exceptions set forth in Schedule A to Exhibit 2, will be
true and correct in all material respects on and as of the Closing Date with the
same effect as if made on the Closing Date, provided that any representations
and warranties made as of a specified date shall be true and correct in all
material respects as of such specified date.

     4.1.8 Seller has complied with the disclosure requirements of Regulation AB
that arise from its role as "seller" and "sponsor" in connection with the
issuance of the Certificates.

     4.1.9 For so long as the Trust is subject to the reporting requirements of
the Exchange Act, Seller shall provide Purchaser (or with respect to any
Serviced Companion Mortgage Loan that is deposited into an Other Securitization,
the depositor in such Other Securitization) and the Paying Agent with any
Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure set
forth next to Seller's name on Schedule XV and Schedule XVI of the Pooling and
Servicing Agreement within the time periods set forth in the Pooling and
Servicing Agreement.

Each of the representations, warranties and covenants made by Seller pursuant to
this Section 4.1 shall survive the sale of the Mortgage Loans and shall continue
in full force and effect notwithstanding any restrictive or qualified
endorsement on the Mortgage Notes.

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


                                       14



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

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

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

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

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

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

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


                                       15



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

Each of the representations and warranties made by Purchaser pursuant to this
Section 4.2 shall survive the purchase of the Mortgage Loans.

5. REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER.

5.1 It is hereby acknowledged that Seller shall make for the benefit of Trustee
on behalf of the holders of the Certificates, whether directly or by way of
Purchaser's assignment of its rights hereunder to Trustee, the representations
and warranties set forth on Exhibit 2 hereto (each as of the date hereof unless
otherwise specified).

5.2 It is hereby further acknowledged that if any document required to be
delivered to Trustee pursuant to Section 2 is not delivered as and when required
(and including the expiration of any grace or cure period), is not properly
executed or is defective on its face, or if there is a breach of any of the
representations and warranties required to be made by Seller regarding the
characteristics of the Mortgage Loans and/or the related Mortgaged Properties as
set forth in Exhibit 2 hereto, and in either case such defect or breach, either
(i) materially and adversely affects the interests of the holders of the
Certificates in the related Mortgage Loan, or (ii) both (A) the document defect
or breach materially and adversely affects the value of the Mortgage Loan and
(B) the Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated
Mortgage Loan (such a document defect described in the preceding clause (i) or
(ii), a "Material Document Defect" and such a breach described in the preceding
clause (i) or (ii) a "Material Breach"), the party discovering such Material
Document Defect or Material Breach shall promptly notify, in writing, the other
parties; provided that any breach of the representation and warranty contained
in paragraph 42 of such Exhibit 2 shall constitute a Material Breach only if
such prepayment premium or yield maintenance charge is not deemed "customary"
for commercial mortgage loans as evidenced by (i) an opinion of tax counsel to
such effect or (ii) a determination by the Internal Revenue Service that such
provision is not customary. Promptly (but in any event within three Business
Days) upon becoming aware of any such Material Document Defect or Material
Breach, Master Servicer shall, and Special Servicer may, request that Seller,
not later than 90 days from Seller's receipt of the notice of such Material
Document Defect or Material Breach, cure such Material Document Defect or
Material Breach, as the case may be, in all material respects; provided,
however, that if such Material Document Defect or Material Breach, as the case
may be, cannot be corrected or cured in all material respects within such 90 day
period, and such Material Document Defect or Material Breach would not cause the
Mortgage Loan to be other than a "qualified mortgage"(as defined in the Code)
but Seller is diligently attempting to effect such correction or cure, as
certified by Seller in an Officer's Certificate delivered to Trustee, then the
cure period will be extended for an additional 90 days unless, solely in the
case of a Material Document Defect, (x) the Mortgage Loan is, at the end of the
initial 90 day period, then a Specially Serviced Mortgage Loan and a Servicing
Transfer Event has occurred as a result of a monetary default or as described in
clause (ii) or clause (v) of the definition of "Servicing Transfer Event" in the
Pooling and Servicing Agreement and (y) the


                                       16



Material Document Defect was identified in a certification delivered to Seller
by Trustee pursuant to Section 2.2 of the Pooling and Servicing Agreement not
less than 90 days prior to the delivery of the notice of such Material Document
Defect. The parties acknowledge that neither delivery of a certification or
schedule of exceptions to Seller pursuant to Section 2.2 of the Pooling and
Servicing Agreement or otherwise nor possession of such certification or
schedule by Seller shall, in and of itself, constitute delivery of notice of any
Material Document Defect or knowledge or awareness by Seller of any Material
Document Defect listed therein.

5.3 Seller hereby covenants and agrees that, if any such Material Document
Defect or Material Breach cannot be corrected or cured in all material respects
within the above cure periods, Seller shall, on or before the termination of
such cure periods, either (i) repurchase the affected Mortgage Loan or REO
Mortgage Loan from Purchaser or its assignee at the Purchase Price as defined in
the Pooling and Servicing Agreement, or (ii) if within the three-month period
commencing on the Closing Date (or within the two-year period commencing on the
Closing Date if the related Mortgage Loan is a "defective obligation" within the
meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section
1.860G-2(f)), at its option replace, without recourse, any Mortgage Loan or REO
Mortgage Loan to which such defect relates with a Qualifying Substitute Mortgage
Loan. If such Material Document Defect or Material Breach would cause the
Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code),
then notwithstanding the previous sentence or the previous paragraph, repurchase
or substitution must occur within 90 days from the date Seller was notified of
the breach or defect. Seller agrees that any substitution shall be completed in
accordance with the terms and conditions of the Pooling and Servicing Agreement.

5.4 If (x) a Mortgage Loan is to be repurchased or replaced as contemplated
above (a "Defective Mortgage Loan"), (y) such Defective Mortgage Loan is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
("Crossed Mortgage Loans") and (z) the applicable document defect or breach does
not constitute a Material Document Defect or Material Breach, as the case may
be, as to such Crossed Mortgage Loans (without regard to this paragraph), then
the applicable document defect or breach (as the case may be) shall be deemed to
constitute a Material Document Defect or Material Breach, as the case may be, as
to each such Crossed Mortgage Loan for purposes of the above provisions, and
Seller shall be obligated to repurchase or replace each such Crossed Mortgage
Loan in accordance with the provisions above, unless, in the case of such breach
or document defect, (A) Seller provides a Nondisqualification Opinion to Trustee
at the expense of Seller if Trustee acting at the direction of the Controlling
Class determines that it would be usual and customary in accordance with
industry practice to obtain a Nondisqualification Opinion and (B) both of the
following conditions would be satisfied if Seller were to repurchase or replace
only those Mortgage Loans as to which a Material Breach or Material Document
Defect had occurred without regard to this paragraph (the "Affected Loan(s)"):
(i) the debt service coverage ratio for all such other Mortgage Loans (excluding
the Affected Loan(s)) for the four calendar quarters immediately preceding the
repurchase or replacement is not less than the greater of (A) the debt service
coverage ratio for all such Crossed Mortgage Loans (including the Affected
Loan(s)) set forth under the heading "NCF DSCR" in Appendix II to the Final
Prospectus Supplement and (B) 1.25x, and (ii) the loan-to-value ratio for all
such Crossed Mortgage Loans (excluding the Affected Loan(s)) is not greater than
the lesser of (A) the current loan-to-value ratio for all such Mortgage Loans
(including the Affected Loan(s)) set forth under the heading "Cut-Off Date


                                       17



LTV" in Appendix II to the Final Prospectus Supplement and (B) 75%. The
determination of Master Servicer as to whether the conditions set forth above
have been satisfied shall be conclusive and binding in the absence of manifest
error. Master Servicer will be entitled to cause to be delivered, or direct
Seller to (in which case Seller shall) cause to be delivered to Master Servicer:
(A) an Appraisal of any or all of the related Mortgaged Properties for purposes
of determining whether the condition set forth in clause (ii) above has been
satisfied, in each case at the expense of Seller if the scope and cost of the
Appraisal is approved by Seller (such approval not to be unreasonably withheld)
and (B) an opinion of counsel that not requiring the repurchase of each such
other Mortgage Loan will not result in an Adverse REMIC Event.

5.5 With respect to any Defective Mortgage Loan, to the extent that Seller is
required to repurchase or substitute for such Defective Mortgage Loan (each, a
"Repurchased Loan") in the manner prescribed above while Trustee (as assignee of
Purchaser) continues to hold any Crossed Mortgage Loan that is
cross-collateralized and/or cross-defaulted (each, a "Cross-Collateralized
Loan") with such Repurchased Loan, Seller and Purchaser hereby agree to modify,
prior to such repurchase or substitution, the related Mortgage Loan documents in
a manner such that such affected Repurchased Loan, on the one hand, and any
related Cross-Collateralized Loans held by Trustee, on the other, would no
longer be cross-defaulted or cross-collateralized with one another; provided
that Seller shall have furnished Trustee, at the expense of Seller, a
nondisqualification opinion that such modification shall not cause an Adverse
REMIC Event; provided, further, that if such nondisqualification opinion cannot
be furnished, Seller and Purchaser agree that such repurchase or substitution of
only the Repurchased Loan, notwithstanding anything to the contrary herein,
shall not be permitted and Seller shall repurchase or substitute for the
Repurchased Loan and all related Cross-Collateralized Loans. Any reserve or
other cash collateral or letters of credit securing the Cross-Collateralized
Mortgage Loans shall be allocated between such Mortgage Loans in accordance with
the Mortgage Loan documents, or otherwise on a pro rata basis based upon their
outstanding Principal Balances. All other terms of the Mortgage Loans shall
remain in full force and effect, without any modification thereof. The
Mortgagors set forth on Schedule B to Exhibit 2 hereto are intended third-party
beneficiaries of the provisions set forth in this paragraph and the preceding
paragraph. The provisions of this paragraph and the preceding paragraph may not
be modified with respect to any Mortgage Loan without the related Mortgagor's
consent.

5.6 Upon occurrence (and after any applicable cure or grace period), any of the
following document defects shall be conclusively presumed materially and
adversely to affect the interests of Certificateholders in a Mortgage Loan and
be a Material Document Defect: (a) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity 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 by the local authority with which the Mortgage
was recorded; or (c) the absence from the Mortgage File of the item specified in
paragraph 2.2.8. If any of the foregoing Material Document Defects is discovered
by the Custodian (or Trustee if there is no Custodian), Trustee (or as set forth
in Section 2.3(a) of the Pooling and Servicing Agreement, Master Servicer) will
take the steps described elsewhere in this Section, including the giving of
notices to the Rating Agencies and the parties hereto and making demand upon
Seller for the cure of the Material Document Defect or repurchase or replacement
of the related Mortgage Loan.


                                       18



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

5.8 Seller shall have the right to purchase certain of the Mortgage Loans or REO
Properties, as applicable, in accordance with Section 9.36 of the Pooling and
Servicing Agreement.

5.9 The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, Master Servicer shall notify Seller of the discovery of the Material
Document Defect or Material Breach and Seller shall have 90 days to correct or
cure such Material Document Defect or Material Breach or purchase the REO
Property at the Purchase Price. After a final liquidation of the Mortgage Loan
or REO Mortgage Loan, if a court of competent jurisdiction issues a final order
after the expiration of any applicable appeal period that Seller is or was
obligated to repurchase the related Mortgage Loan or REO Mortgage Loan (a "Final
Judicial Determination") or Seller otherwise accepts liability, then, but in no
event later than the Termination of the Trust pursuant to Section 9.30 of the
Pooling and Servicing Agreement, Seller will be obligated to pay to the Trust
the difference between any Liquidation Proceeds received upon such liquidation
in accordance with the Pooling and Servicing Agreement (including those arising
from any sale to Seller) and the Purchase Price.

5.10 Notwithstanding anything to the contrary contained herein, in connection
with any sale or other liquidation of a Mortgage Loan or REO Property as
described in this Section 5, Special Servicer shall not receive a Liquidation
Fee from Seller (but may collect such Liquidation Fee from the related
Liquidation Proceeds as otherwise provided herein); provided, however, that in
the event Seller is obligated to repurchase the Mortgage Loan or REO Mortgaged
Property after a final liquidation of such Mortgage Loan or REO Property
pursuant to the immediately preceding paragraph, an amount equal to any
Liquidation Fee (calculated on the basis of Liquidation Proceeds) payable to
Special Servicer shall be included in the definition of "Purchase Price" in
respect of such Mortgage Loan or REO Mortgaged Property. Except as expressly set
forth above, no Liquidation Fee shall be payable in connection with a repurchase
of a Mortgage Loan by Seller.


                                       19



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

5.12 Notwithstanding the foregoing, in the event that there is a breach of the
representations and warranties set forth in paragraph 39 of Exhibit 2 hereto
because the underlying loan documents do not provide for the payment by the
Mortgagor of reasonable costs and expenses associated with the defeasance or
assumption of a Mortgage Loan, and the related Mortgagor's payments made for the
reasonable costs and expenses associated with the defeasance or assumption of a
Mortgage Loan are insufficient and cause the Trust to incur an Additional Trust
Expense in an amount equal to such reasonable costs and expenses not paid by
such Mortgagor, Seller hereby covenants and agrees to reimburse the Trust within
90 days of the receipt of notice of such breach in an amount sufficient to avoid
such Additional Trust Expense. The parties hereto acknowledge that such
reimbursement shall be Seller's sole obligation with respect to the breach
discussed in the previous sentence.

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

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

6. CLOSING.

6.1 The closing of the sale of the Mortgage Loans shall be held at the offices
of Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022 at 9:00 a.m., New
York time, on the Closing Date. The closing shall be subject to each of the
following conditions:

     6.1.1 All of the representations and warranties of Seller and Purchaser
specified in Section 4 hereof (including, without limitation, the
representations and warranties set forth on Exhibit 2 hereto) shall be true and
correct as of the Closing Date, provided that any representations and warranties
made as of a specified date shall be true and correct as of such specified date
(to the extent of the standard, if any, set forth in each representation and
warranty).


                                       20



     6.1.2 All Closing Documents specified in Section 7 hereof, in such forms as
are agreed upon and reasonably acceptable to Seller or Purchaser, as applicable,
shall be duly executed and delivered by all signatories as required pursuant to
the respective terms thereof.

     6.1.3 Seller shall have delivered and released to Purchaser or its designee
all documents required to be delivered to Purchaser as of the Closing Date
pursuant to Section 2 hereof.

     6.1.4 The result of the examination and audit performed by Purchaser and
its affiliates pursuant to Section 3 hereof shall be satisfactory to Purchaser
and its affiliates in their sole determination and the parties shall have agreed
to the form and contents of Seller's Information to be disclosed in the
Memorandum and the Prospectus Supplement.

     6.1.5 All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
Seller and 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.

     6.1.6 Seller shall have paid all fees and expenses payable by it to
Purchaser pursuant to Section 8 hereof.

     6.1.7 The Certificates to be so rated shall have been assigned ratings by
each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

     6.1.8 No Underwriter shall have terminated the Underwriting Agreement and
none of the Initial Purchasers shall have terminated the Certificate Purchase
Agreement, and neither the Underwriters nor the Initial Purchasers shall have
suspended, delayed or otherwise cancelled the Closing Date.

     6.1.9 Seller shall have received the purchase price for the Mortgage Loans
pursuant to Section 1 hereof.

6.2 Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable Purchaser to purchase the
Mortgage Loans on the Closing Date.

7. CLOSING DOCUMENTS. The Closing Documents shall consist of the following:

7.1 This Agreement duly executed by Purchaser and Seller.

7.2 A certificate of Seller, executed by a duly authorized officer of Seller and
dated the Closing Date, and upon which Purchaser and its successors and assigns
may rely, to the effect that: (i) the representations and warranties of Seller
in this Agreement are true and correct in all material respects on and as of the
Closing Date with the same force and effect as if made on the Closing Date,
provided that any representations and warranties made as of a specified date
shall be true and correct as of such specified date; and (ii) Seller has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied on or prior to the Closing Date.


                                       21



7.3 True, complete and correct copies of Seller's articles of organization and
by-laws or other organizational documents.

7.4 A certificate of existence for Seller from the Comptroller of the Currency
dated not earlier than 30 days prior to the Closing Date.

7.5 A certificate of the Secretary or Assistant Secretary of Seller, dated the
Closing Date, and upon which Purchaser may rely, to the effect that each
individual who, as an officer or representative of Seller, signed this Agreement
or any other document or certificate delivered on or before the Closing Date in
connection with the transactions contemplated herein, 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.

7.6 An opinion of counsel (which, other than as to the opinion described in
paragraph 7.6.6 below, may be in-house counsel) to Seller, dated the Closing
Date, substantially to the effect of the following (with such changes and
modifications as Purchaser may approve and subject to such counsel's reasonable
qualifications):

     7.6.1 Seller is validly existing under the law of the United States and has
national banking power and authority to enter into and perform its obligations
under this Agreement.

     7.6.2 This Agreement has been duly authorized, executed and delivered by
Seller.

     7.6.3 No consent, approval, authorization or order of any federal court or
governmental agency or body is required for the consummation by Seller of the
transactions contemplated by the terms of this Agreement except any approvals as
have been obtained.

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


                                       22



     7.6.5 To his or her knowledge, there are no legal or governmental actions,
investigations or proceedings pending to which Seller is a party, or threatened
against Seller, (a) asserting the invalidity of this Agreement or (b) which
materially and adversely affect the performance by Seller of its obligations
under, or the validity or enforceability of, this Agreement.

     7.6.6 This Agreement is a valid, legal and binding agreement of Seller,
enforceable against Seller in accordance with its terms, except as such
enforcement may be limited by (1) laws relating to bankruptcy, insolvency,
reorganization, receivership or moratorium, (2) other laws relating to or
affecting the rights of creditors generally, (3) general equity principles
(regardless of whether such enforcement is considered in a proceeding in equity
or at law) or (4) public policy considerations underlying the securities laws,
to the extent that such public policy considerations limit the enforceability of
the provisions of this Agreement that purport to provide indemnification from
liabilities under applicable securities laws.

Such opinion may express its reliance as to factual matters on, among other
things specified in such opinion, the representations and warranties made by,
and on certificates or other documents furnished by officers of, the parties to
this Agreement.

In rendering the opinions expressed above, such counsel may limit such opinions
to matters governed by the federal laws of the United States and the corporate
laws of the State of Delaware and the State of New York, as applicable.

7.7 A "10b-5" opinion of counsel addressed to Purchaser and the Underwriters, in
form reasonably acceptable to Purchaser and the Underwriters, as to the
disclosure provided by Seller to Purchaser in connection with the Certificates.

7.8 An opinion of counsel addressed to Purchaser and the Underwriters, in form
reasonably acceptable to Purchaser and the Underwriters, that such disclosure
complies as to form with the applicable requirements of Regulation AB with
respect to Seller's role as Sponsor (as such term is defined in Regulation AB)
in connection with the Certificates. Such other opinions of counsel as any
Rating Agency may request in connection with the sale of the Mortgage Loans by
Seller to Purchaser or Seller's execution and delivery of, or performance under,
this Agreement.

7.9 A letter from Deloitte & Touche, certified public accountants, dated the
date hereof, to the effect that they have performed certain specified procedures
as a result of which they determined that certain information of an accounting,
financial or statistical nature set forth in the Memorandum and the Prospectus
Supplement agrees with the records of Seller.

7.10 Such further certificates, opinions and documents as Purchaser may
reasonably request.

7.11 An officer's certificate of Purchaser, dated as of the Closing Date, with
the resolutions of Purchaser authorizing the transactions described herein
attached thereto, together with certified copies of the charter, by-laws and
certificate of good standing of Purchaser dated not earlier than 30 days prior
to the Closing Date.


                                       23



7.12 Such other certificates of Purchaser's officers or others and such other
documents to evidence fulfillment of the conditions set forth in this Agreement
as Seller or its counsel may reasonably request.

7.13 An executed Bill of Sale in the form attached hereto as Exhibit 4.

8. COSTS. Seller shall pay Purchaser the costs and expenses as agreed upon by
Seller and Purchaser in a separate Letter of Understanding dated August 8, 2006.

9. NOTICES. All communications provided for or permitted hereunder shall be in
writing and shall be deemed to have been duly given if (a) personally delivered,
(b) mailed by registered or certified mail, postage prepaid and received by the
addressee, (c) sent by express courier delivery service and received by the
addressee, or (d) transmitted by telex or facsimile transmission (or any other
type of electronic transmission agreed upon by the parties) and confirmed by a
writing delivered by any of the means described in (a), (b) or (c), if (i) to
Purchaser, addressed to Morgan Stanley Capital I Inc., 1585 Broadway, New York,
New York 10036, Attention: Warren Friend (or such other address as may hereafter
be furnished in writing by Purchaser), or if (ii) to Seller, addressed to Seller
at LaSalle Bank National Association, 135 South LaSalle Street, Suite 3410,
Chicago, Illinois 60603, Attention: Nate Stearns, fax number: (312) 904-0900.

10. SEVERABILITY OF PROVISIONS. Any part, provision, representation, warranty or
covenant of this Agreement that is prohibited or that is held to be void or
unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. Any part,
provision, representation, warranty or covenant of this Agreement that is
prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law that prohibits or renders void or
unenforceable any provision hereof.

11. FURTHER ASSURANCES. Seller and Purchaser each agree to execute and deliver
such instruments and take such actions as the other may, from time to time,
reasonably request in order to effectuate the purpose and to carry out the terms
of this Agreement and the Pooling and Servicing Agreement.

12. SURVIVAL. Each party hereto agrees that the representations, warranties and
agreements made by it herein and in any certificate or other instrument
delivered pursuant hereto shall be deemed to be relied upon by the other party,
notwithstanding any investigation heretofore or hereafter made by the other
party or on its behalf, and that the representations, warranties and agreements
made by such other party herein or in any such certificate or other instrument
shall survive the delivery of and payment for the Mortgage Loans and shall
continue


                                       24



in full force and effect, notwithstanding any restrictive or qualified
endorsement on the Mortgage Notes and notwithstanding subsequent termination of
this Agreement.

13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK. THE
PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

14. BENEFITS OF MORTGAGE LOAN PURCHASE AGREEMENT. This Agreement shall inure to
the benefit of and shall be binding upon Seller, Purchaser and their respective
successors, legal representatives, and permitted assigns, and nothing expressed
or mentioned in this Agreement is intended or shall be construed to give any
other person any legal or equitable right, remedy or claim under or in respect
of this Agreement, or any provisions herein contained, this Agreement and all
conditions and provisions hereof being intended to be and being for the sole and
exclusive benefit of such persons and for the benefit of no other person except
that the rights and obligations of Purchaser pursuant to Sections 2, 4.1 (other
than clause 4.1.7), 5, 9, 10, 11, 12 and 13 hereof may be assigned to Trustee as
may be required to effect the purposes of the Pooling and Servicing Agreement
and, upon such assignment, Trustee shall succeed to the rights and obligations
hereunder of Purchaser. No owner of a Certificate issued pursuant to the Pooling
and Servicing Agreement shall be deemed a successor or permitted assigns because
of such ownership.

15. MISCELLANEOUS. This Agreement may be executed in two or more counterparts,
each of which when so executed and delivered shall be an original, but all of
which together shall constitute one and the same instrument. 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. The
headings in this Agreement are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof. The rights and obligations of
Seller under this Agreement shall not be assigned by Seller without the prior
written consent of Purchaser, except that any person into which Seller may be
merged or consolidated, or any corporation resulting from any merger, conversion
or consolidation to which Seller is a party, or any person succeeding to the
entire business of Seller shall be the successor to Seller hereunder.

16. ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof (other than the Letter of Understanding (solely with respect to those
portions of this Agreement that are not assigned to Trustee), the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the


                                       25



subject matter hereof. The express terms hereof control and supersede any course
of performance or usage of the trade inconsistent with any of the terms hereof.


                                       26



IN WITNESS WHEREOF, Purchaser and Seller have caused this Agreement to be
executed by their respective duly authorized officers as of the date first above
written.

                                         LASALLE BANK NATIONAL ASSOCIATION


                                         By: /s/ Brian S. Fetterolf
                                            ------------------------------------
                                            Name:  Brian S. Fetterolf
                                            Title: VP Director of Structured
                                                   Products

                                         MORGAN STANLEY CAPITAL I INC.


                                         By: /s/ Anthony J. Sfarra
                                            ------------------------------------
                                            Name:  Anthony J. Sfarra
                                            Title: Vice President



                                    EXHIBIT 1
                             MORTGAGE LOAN SCHEDULE

MSCI 2006-HQ8
MORTGAGE SCHEDULE



                                                                                                  ORIGINAL  REMAINING  ORIGINAL
MORTGAGE  MORTGAGE                                                      CUT-OFF DATE               TERM TO   TERM TO    AMORT.
LOAN NO.  LOAN SELLER  PROPERTY NAME                                       BALANCE     NOTE DATE  MATURITY   MATURITY    TERM
-------------------------------------------------------------------------------------------------------------------------------

   2      LaSalle      225 Franklin Street                              $225,000,000  06/30/2006     120       119        IO
   18     LaSalle      DCT Industrial Portfolio - Memphis (III)         $ 16,159,686  02/21/2006      72        67        IO
   19     LaSalle      DCT Industrial Portfolio - McCook (III)          $  9,738,220  02/21/2006      72        67        IO
   20     LaSalle      DCT Industrial Portfolio - Northlake (III)       $  9,738,220  02/21/2006      72        67        IO
   21     LaSalle      DCT Industrial Portfolio - McDonough (III)       $  8,520,942  02/21/2006      72        67        IO
   22     LaSalle      DCT Industrial Portfolio - Somerset (III)        $  3,610,995  02/21/2006      72        67        IO
   23     LaSalle      DCT Industrial Portfolio - Allentown (III)       $  2,231,937  02/21/2006      72        67        IO
   67     LaSalle      Cornerstone at Norwood Office                    $ 41,000,000  06/26/2006     120       119        360
   75     LaSalle      The Center Point Complex - 401 South Hamilton    $ 15,289,466  07/12/2006     120       120        360
                       Street (VII)
   76     LaSalle      The Center Point Complex - 401 South Centennial  $  7,531,466  07/12/2006     120       120        360
                       Street (VII)
   77     LaSalle      The Center Point Complex - 401 Manning Street    $  5,501,974  07/12/2006     120       120        360
                       (VII)
   78     LaSalle      The Center Point Complex - 401 East Russell      $  2,709,094  07/12/2006     120       120        360
                       Avenue (VII)
   80     LaSalle      Market Square Center (VIII)                      $ 18,400,485  04/26/2006     120       117        360
   81     LaSalle      251 East Ohio (VIII)                             $ 10,099,515  04/26/2006     120       117        360
   82     LaSalle      Mayo Medical Building                            $ 28,100,000  05/15/2006      60        58        IO
   83     LaSalle      Triwest Plaza                                    $ 25,200,000  05/23/2006      60        58        360
   85     LaSalle      Commerce Tower                                   $ 21,500,000  04/21/2006     120       117        360
   88     LaSalle      Crossroads Shopping Center                       $ 18,482,120  06/13/2006     120       119        360
   94     LaSalle      Arboretum Village                                $ 18,200,000  06/29/2006     120       119        360


          REMAINING             MONTHLY    MONTHLY                         PREPAYMENT CODE
MORTGAGE    AMORT.   MORTGAGE   PAYMENT    PAYMENT              -------------------------------------  ADMINISTRATIVE   TRUSTEE
LOAN NO.    TERM       RATE      (P&I)      (IO)     SEASONING  LO  DEF  DEF/YM1.00  YM1.00  YM  OPEN    COST RATE     FEE RATE
--------------------------------------------------------------------------------------------------------------------------------

   2         IO       6.192%        NAP  $1,177,125      1      25   88                            7        2.088
   18        IO       6.107%        NAP  $   83,386      5      29   39                            4        2.088
   19        IO       6.107%        NAP  $   50,250      5      29   39                            4        2.088
   20        IO       6.107%        NAP  $   50,250      5      29   39                            4        2.088
   21        IO       6.107%        NAP  $   43,969      5      29   39                            4        2.088
   22        IO       6.107%        NAP  $   18,633      5      29   39                            4        2.088
   23        IO       6.107%        NAP  $   11,517      5      29   39                            4        2.088
   67        360      6.290%   $253,512  $  217,893      1      25   93                            2        2.088
   75        360      6.430%   $ 95,937  $   83,064      0      24   94                            2        7.088
   76        360      6.430%   $ 47,258  $   40,917      0      24   94                            2        7.088
   77        360      6.430%   $ 34,523  $   29,891      0      24   94                            2        7.088
   78        360      6.430%   $ 16,999  $   14,718      0      24   94                            2        7.088
   80        360      6.150%   $112,101  $   95,612      3      27   90                            3        3.088
   81        360      6.150%   $ 61,529  $   52,479      3      27   90                            3        3.088
   82        IO       5.895%        NAP  $  139,958      2      26   31                            3        7.088
   83        360      6.030%   $151,573  $  128,389      2      26   30                            4        2.088
   85        360      6.120%   $130,567  $  111,173      3      27   90                            3        3.088
   88        359      5.395%   $103,825         NAP      1      25   92                            3        2.088
   94        360      6.130%   $110,644  $   94,263      1      25   92                            3        2.088


            EXCESS
MORTGAGE  SERVICING  MORTGAGE
LOAN NO.   FEE RATE  LOAN NO.
-----------------------------

   2                      2
   18                    18
   19                    19
   20                    20
   21                    21
   22                    22
   23                    23
   67                    67
   75                    75

   76                    76

   77                    77

   78                    78

   80                    80
   81                    81
   82                    82
   83                    83
   85                    85
   88                    88
   94                    94



                                       1-1





   98     LaSalle      122 West John Carpenter                           $16,000,000  04/28/2006     120       117        360
   100    LaSalle      Aspen Pointe Apartments                           $15,000,000  05/31/2006     120       118        360
   103    LaSalle      302 West Third Street                             $14,850,000  03/31/2006     120       116        360
   104    LaSalle      Giant Food - Bucks County                         $14,847,845  06/13/2006     120       119        360
   107    LaSalle      Ozburn Hessey                                     $13,500,000  05/24/2006     120       118        360
   108    LaSalle      40 West Office Building                           $13,000,000  06/08/2006     120       119        360
   109    LaSalle      Village Squire Apartments                         $12,000,000  06/27/2006     120       119        360
   116    LaSalle      Courtyard by Marriott - High Point                $10,670,874  05/18/2006     120       118        300
   119    LaSalle      Holiday Inn Express - Rapid City (IX)             $ 5,807,874  06/01/2006     120       118        240
   120    LaSalle      Holiday Inn Express - Bismarck (IX)               $ 3,953,259  06/01/2006     120       118        240
   121    LaSalle      Holiday Inn Express - Aberdeen (X)                $ 3,651,500  05/19/2006     120       118        216
   122    LaSalle      Holiday Inn Express - Dickinson (X)               $ 3,376,088  05/19/2006     120       118        216
   123    LaSalle      Holiday Inn Express - Watertown (X)               $ 2,690,569  05/19/2006     120       118        216
   124    LaSalle      Textile Building                                  $ 9,700,000  06/27/2006     120       119        360
   125    LaSalle      Morrowood Townhomes                               $ 9,500,000  05/31/2006     120       118        360
   127    LaSalle      Holiday Inn Express - Morgantown (XI)             $ 3,197,819  06/22/2006     120       119        240
   128    LaSalle      SpringHill Suites - Morgantown (XI)               $ 3,009,184  06/22/2006     120       119        240
   129    LaSalle      Holiday Inn Express - Winfield (XI)               $ 2,775,635  06/22/2006     120       119        240
   131    LaSalle      Sexton MHP                                        $ 7,794,483  06/02/2006     120       119        360
   140    LaSalle      Comfort Suites - Greensboro                       $ 7,180,401  05/18/2006     120       118        300
   149    LaSalle      Maple Grove Commons                               $ 6,450,000  05/09/2006     120       118        360
   153    LaSalle      Comfort Suites - New Bern                         $ 6,332,715  05/18/2006     120       118        300
   154    LaSalle      Midway - Frontier                                 $ 6,000,000  05/16/2006     120       118        360
   156    LaSalle      Cortland Commons                                  $ 5,850,000  05/17/2006     120       118        360
   164    LaSalle      Fishers Corner                                    $ 4,951,656  05/15/2006     120       118        360
   167    LaSalle      Adams Office                                      $ 4,575,000  05/25/2006     120       118        360
   169    LaSalle      422 Mystic Avenue                                 $ 4,492,110  05/31/2006     120       118        360
   171    LaSalle      Central Self-Storage                              $ 4,391,361  05/24/2006     120       118        360



   98        360      5.805%    $93,931     $78,475      3      27   89                            4        2.088
   100       360      6.080%    $90,706     $77,056      2      26   92                            2        9.088
   103       360      5.570%    $84,970     $69,886      4      28   88                            4        2.088
   104       359      6.050%    $89,571         NAP      1      25   92                            3        2.088
   107       360      5.980%    $80,766     $68,209      2      26   92                            2        2.088
   108       360      6.235%    $79,916     $68,484      1      25   94                            1        7.088
   109       360      6.010%    $72,023     $60,935      1      25   94                            1        2.088
   116       298      6.010%    $69,006         NAP      2      26   92                            2        2.088
   119       238      6.390%    $43,098         NAP      2      26   91                            3        2.088
   120       238      6.390%    $29,335         NAP      2      26   91                            3        2.088
   121       214      6.380%    $28,608         NAP      2      26   91                            3        2.088
   122       214      6.380%    $26,450         NAP      2      26   91                            3        2.088
   123       214      6.380%    $21,079         NAP      2      26   91                            3        2.088
   124       360      6.360%    $60,420     $52,124      1      25   92                            3        6.088
   125       360      6.100%    $57,570     $48,962      2      26   92                            2        9.088
   127       239      6.244%    $23,408         NAP      1      25   92                            3        2.088
   128       239      6.244%    $22,027         NAP      1      25   92                            3        2.088
   129       239      6.244%    $20,317         NAP      1      25   92                            3        2.088
   131       359      6.580%    $49,712         NAP      1      25   92                            3        2.088
   140       298      6.010%    $46,434         NAP      2      26   92                            2        2.088
   149       360      5.890%    $38,216     $32,098      2      26   91                            3        2.088
   153       298      6.010%    $40,952         NAP      2      26   92                            2        2.088
   154       360      6.270%    $37,021     $31,785      2      35                     82          3        7.088
   156       360      6.040%    $35,224     $29,854      2      26   91                            3        2.088
   164       358      6.370%    $30,928         NAP      2      26   91                            3        2.088
   167       360      6.336%    $28,425     $24,492      2      26   91                            3        2.088
   169       358      6.189%    $27,529         NAP      2      26   91                            3        2.088
   171       358      5.680%    $25,482         NAP      2      26   91                            3        7.088



   98                    98
   100                  100
   103                  103
   104                  104
   107                  107
   108                  108
   109                  109
   116                  116
   119                  119
   120                  120
   121                  121
   122                  122
   123                  123
   124                  124
   125                  125
   127                  127
   128                  128
   129                  129
   131                  131
   140                  140
   149                  149
   153                  153
   154                  154
   156                  156
   164                  164
   167                  167
   169                  169
   171                  171



                                       1-2





   172    LaSalle      Weston Building                                    $4,350,000  05/26/2006     120       118        360
   173    LaSalle      Fairfield Self Storage                             $4,292,694  05/31/2006     120       118        360
   174    LaSalle      Quail Hollow Apartments                            $4,273,411  05/30/2006     120       118        360
   177    LaSalle      Fruit Cove Plaza                                   $4,240,000  06/05/2006     120       119        360
   179    LaSalle      Bienville Tower Apartments                         $4,189,674  04/27/2006     120       117        360
   181    LaSalle      Cooper Lake Apartments                             $4,100,000  04/28/2006     120       117        360
   190    LaSalle      Hunters Glen                                       $3,837,105  06/02/2006     120       119        360
   197    LaSalle      Allerton Street Office                             $3,597,259  06/06/2006     120       119        360
   199    LaSalle      Fugazy Travel                                      $3,547,489  06/16/2006     120       119        360
   205    LaSalle      One City Plaza                                     $3,413,882  06/01/2006     120       118        360
   215    LaSalle      Advanced Self Storage                              $3,146,305  06/09/2006     120       119        300
   224    LaSalle      Fairfield Apartments                               $2,995,193  05/18/2006     120       118        360
   225    LaSalle      1157 First Colonial Road                           $2,994,931  05/31/2006     120       118        360
   226    LaSalle      Holiday Inn Express - Kernersville, NC             $2,993,341  05/18/2006     120       118        300
   227    LaSalle      Houston Leisure RV Resort                          $2,960,000  05/05/2006     120       118        348
   228    LaSalle      Walgreens Phoenix                                  $2,950,000  07/17/2006     120       120        IO
   232    LaSalle      Calexico Self Storage                              $2,915,146  05/30/2006     120       118        360
   233    LaSalle      Drive-Up Self Storage                              $2,895,200  05/31/2006     120       118        360
   238    LaSalle      Friendship Professional Center                     $2,820,269  05/18/2006     120       118        360
   239    LaSalle      Durango Plaza                                      $2,800,000  07/06/2006     120       120        360
   244    LaSalle      Ontario Airport SS                                 $2,700,000  06/22/2006     120       119        360
   248    LaSalle      South Virgil Apartments                            $2,605,629  05/24/2006     120       118        360
   251    LaSalle      Eastside Self Storage                              $2,468,459  05/31/2006     120       118        300
   253    LaSalle      Lily Lake Terrace Apartments                       $2,413,203  06/20/2006     120       119        360
   254    LaSalle      Madison Building                                   $2,413,118  06/12/2006     120       119        360
   259    LaSalle      Sunset Apartments (XIV)                            $1,286,891  05/26/2006     120       118        360
   260    LaSalle      Commander Apartments (XIV)                         $  934,318  05/26/2006     120       118        360
   261    LaSalle      Pearson Shopping Center                            $2,175,000  06/02/2006     120       119        360



   172       360      5.809%    $25,549     $21,350      2      26   92                            2       10.088
   173       358      6.327%    $26,692         NAP      2      26   91                            3        7.088
   174       358      6.750%    $27,760         NAP      2      26   91                            3        2.088
   177       360      6.170%    $25,886     $22,103      1      35                     83          2        2.088
   179       357      6.340%    $26,106         NAP      3      27   90                            3        2.088
   181       360      6.110%    $24,872     $21,166      3      35                     82          3        2.088
   190       359      6.352%    $23,899         NAP      1      25   92                            3        2.088
   197       359      6.316%    $22,321         NAP      1      25   92                            3        2.088
   199       359      6.580%    $22,626         NAP      1      35                     82          3       10.088
   205       358      6.100%    $20,725         NAP      2      26   91                            3        2.088
   215       299      6.423%    $21,118         NAP      1      25   92                            3        6.088
   224       358      6.580%    $19,120         NAP      2      26   91                            3        2.088
   225       358      6.351%    $18,669         NAP      2      26   91                            3       10.088
   226       298      7.150%    $21,491         NAP      2      26   91                            3        2.088
   227       348      6.080%    $18,118     $15,206      2      26   91                            3        2.088
   228       IO       6.170%        NAP     $15,379      0      24   93                            3        2.088
   232       358      6.422%    $18,307         NAP      2      35                     82          3        2.088
   233       358      6.441%    $18,218         NAP      2      26   91                            3        2.088
   238       358      6.390%    $17,652         NAP      2      26   91                            3        2.088
   239       360      6.250%    $17,240         NAP      0      24   93                            3        2.088
   244       360      6.361%    $16,820     $14,511      1      25   92                            3        2.088
   248       358      6.390%    $16,309         NAP      2      26   91                            3        8.088
   251       298      6.180%    $16,220         NAP      2      26   91                            3        2.088
   253       359      6.400%    $15,106         NAP      1      25   92                            3        2.088
   254       359      6.230%    $14,838         NAP      1      25   92                            3        2.088
   259       358      6.315%    $ 7,992         NAP      2      35                     82          3        2.088
   260       358      6.315%    $ 5,802         NAP      2      35                     82          3        2.088
   261       360      6.360%    $13,548     $11,688      1      25   92                            3        2.088



   172                  172
   173                  173
   174                  174
   177                  177
   179                  179
   181                  181
   190                  190
   197                  197
   199                  199
   205                  205
   215                  215
   224                  224
   225                  225
   226                  226
   227                  227
   228                  228
   232                  232
   233                  233
   238                  238
   239                  239
   244                  244
   248                  248
   251                  251
   253                  253
   254                  254
   259                  259
   260                  260
   261                  261



                                       1-3





   265    LaSalle      Intertech II Office                                $2,075,000  05/26/2006     120       118        360
   266    LaSalle      Alpine Village MHP                                 $1,998,581  06/30/2006     120       119        360
   268    LaSalle      Remington Apartments                               $1,996,721  05/31/2006     120       118        360
   275    LaSalle      Barnes Building                                    $1,600,000  06/15/2006     120       119        360
   278    LaSalle      Woodlands Apartments                               $1,482,542  05/23/2006     120       118        360
   279    LaSalle      Elmwood Center                                     $1,423,979  06/23/2006     120       119        360
   280    LaSalle      Autumn Creek Crossing Center                       $1,417,580  05/31/2006     120       118        360
   281    LaSalle      Atlas Self Storage                                 $1,412,717  05/18/2006     120       118        360
   283    LaSalle      8001 Cessna Avenue                                 $1,240,000  07/14/2006     120       120        360
   284    LaSalle      Rite Aid-Jackson                                   $1,234,646  04/28/2006     120       117        276
   286    LaSalle      All American Self Storage                          $1,057,315  05/18/2006     120       118        300



   265       360      6.300%    $12,844     $11,045      2      26   91                            3        7.088
   266       359      6.570%    $12,734         NAP      1      25   92                            3        2.088
   268       358      6.482%    $12,618         NAP      2      26   91                            3       12.088
   275       360      6.375%    $ 9,982     $ 8,618      1      25   92                            3       12.088
   278       358      6.440%    $ 9,328         NAP      2      26   91                            3        2.088
   279       359      6.533%    $ 9,038         NAP      1      25   92                            3        2.088
   280       358      6.313%    $ 8,801         NAP      2      26   91                            3        9.088
   281       358      6.550%    $ 8,990         NAP      2      35                     82          3        2.088
   283       360      6.480%    $ 7,821         NAP      0      24   93                            3        2.088
   284       273      6.593%    $ 8,739         NAP      3      27   90                            3        2.088
   286       298      6.420%    $ 7,104         NAP      2      26   91                            3        7.088



   265                  265
   266                  266
   268                  268
   275                  275
   278                  278
   279                  279
   280                  280
   281                  281
   283                  283
   284                  284
   286                  286



MSCI 2006-HQ9
MORTGAGE SCHEDULE



-----------------------------------------------------------------------------------------------------------------------------------

MORTGAGE    MORTGAGE                                           CUT-OFF DATE                    ORIGINAL TERM      REMAINING TERM
LOAN NO.    LOAN SELLER    PROPERTY NAME                            BALANCE       NOTE DATE      TO MATURITY        TO MATURITY
-----------------------------------------------------------------------------------------------------------------------------------

             LaSalle       633 17th Street B Note               $18,000,000      12/09/2005         120                 113
             LaSalle       DCT Industrial Portfolio C Note      $16,159,686      02/21/2006          72                 67



-------------------------------------------------------------------------------------------------------

MORTGAGE      ORIGINAL        REMAINING      MORTGAGE          MONTHLY          MONTHLY
LOAN NO.     AMORT. TERM     AMORT. TERM         RATE     PAYMENT (P&I)     PAYMENT (IO)    SEASONING
-------------------------------------------------------------------------------------------------------

                 360             360         6.211%              $112,222        $94,464        7
                 IO               IO         6.107%                   NAP        $83,386        5




-----------------------------------------------------------------------------------------------------------------------------------
                             PREPAYMENT CODE
MORTGAGE    --------------------------------------------------    ADMINISTRATIVE    TRUSTEE             EXCESS           MORTGAGE
LOAN NO.       LO    DEF   DEF/YM1.00   YM1.00    YM     OPEN        COST RATE      FEE RATE      SERVICING FEE RATE     LOAN NO.
-----------------------------------------------------------------------------------------------------------------------------------

                31    86                                   3          3.088
                29    39                                   4          2.088





                                       1-4



                                    EXHIBIT 2
                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

1. Mortgage Loan Schedule. The information set forth in the Mortgage Loan
Schedule is true and correct in all material respects as of the Cut-Off Date.

2. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole loan
and not a participation interest in a mortgage loan. Immediately prior to the
transfer to Purchaser of the Mortgage Loans, Seller had good title to, and was
the sole owner of, each Mortgage Loan. Seller has full right, power and
authority to transfer and assign each of the Mortgage Loans to or at the
direction of Purchaser and has validly and effectively conveyed (or caused to be
conveyed) to Purchaser or its designee all of Seller's legal and beneficial
interest in and to the Mortgage Loans free and clear of any and all pledges,
liens, charges, security interests and/or other encumbrances. Upon the
consummation of the transactions contemplated by this Agreement, Seller will
have validly and effectively conveyed to Purchaser all legal and beneficial
interest in and to each Mortgage Loan free and clear of any pledge, lien,
charge, security interest or other encumbrance. The sale of the Mortgage Loans
to Purchaser or its designee does not require Seller to obtain any governmental
or regulatory approval or consent that has not been obtained.

3. Payment Record. No scheduled payment of principal and interest under any
Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and no
Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date, in each case, without giving effect to
any applicable grace period.

4. Lien; Valid Assignment. The Mortgage related to and delivered in connection
with each Mortgage Loan constitutes a valid and, subject to the exceptions set
forth in paragraph 13 below, enforceable first priority lien upon the related
Mortgaged Property, prior to all other liens and encumbrances, except for (a)
the lien for current real estate taxes and assessments not yet due and payable,
(b) covenants, conditions and restrictions, rights of way, easements and other
matters that are of public record and/or are referred to in the Title Insurance
Policy, (c) exceptions and exclusions specifically referred to in such Title
Insurance Policy, (d) other matters to which like properties are commonly
subject, none of which matters referred to in clauses (b), (c) or (d),
individually or in the aggregate, materially interferes with the security
intended to be provided by such Mortgage, the marketability or current use of
the Mortgaged Property or the current ability of the Mortgaged Property to
generate operating income sufficient to service the Mortgage Loan debt and (e)
if such Mortgage Loan is cross-collateralized with any other Mortgage Loan, the
lien of the Mortgage for such other Mortgage Loan (the foregoing items (a)
through (e) being herein referred to as the "Permitted Encumbrances"). The
related assignment of such Mortgage executed and delivered in favor of Trustee
is in recordable form and constitutes a legal, valid and binding assignment,
sufficient to convey to the assignee named therein all of the assignor's right,
title and interest in, to and under such Mortgage. Such Mortgage, together with
any separate security agreements, chattel mortgages or equivalent instruments,
establishes and creates a valid and, subject to the exceptions set forth in
paragraph 13 below, enforceable security interest in favor of the holder thereof
in all of the related Mortgagor's personal property used in, and reasonably
necessary to operate, the related Mortgaged Property. In the case of a Mortgaged
Property operated as a hotel or an assisted


                                      2-1



living facility, the Mortgagor's personal property includes all personal
property that a prudent mortgage lender making a similar Mortgage Loan would
deem reasonably necessary to operate the related Mortgaged Property as it is
currently being operated. A Uniform Commercial Code financing statement has been
filed and/or recorded in all places necessary to perfect a valid security
interest in such personal property, to the extent a security interest may be so
created therein, and such security interest is a first priority security
interest, subject to any prior purchase money security interest in such personal
property, any personal property leases applicable to such personal property and
any Permitted Encumbrances. Notwithstanding the foregoing, no representation is
made as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements are required in
order to effect such perfection.

5. Assignment of Leases and Rents. The Assignment of Leases related to and
delivered in connection with each Mortgage Loan establishes and creates a valid,
subsisting and, subject to the exceptions set forth in paragraph 13 below and
any Permitted Encumbrances, enforceable first priority lien and first priority
security interest in the related Mortgagor's interest in all leases, sub-leases,
licenses or other agreements pursuant to which any person is entitled to occupy,
use or possess all or any portion of the real property subject to the related
Mortgage, and each assignor thereunder has the full right to assign the same.
The related assignment of any Assignment of Leases not included in a Mortgage
has been executed and delivered in favor of Trustee and is in recordable form
and constitutes a legal, valid and binding assignment, sufficient to convey to
the assignee named therein all of the assignor's right, title and interest in,
to and under such Assignment of Leases. If an Assignment of Leases exists with
respect to any Mortgage Loan (whether as a part of the related Mortgage or
separately), then the related Mortgage or related Assignment of Leases, subject
to applicable law, provides for, upon an event of default under the Mortgage
Loan, the appointment of a receiver for the collection of rents or for the
related mortgagee to enter into possession to collect the rents or for rents to
be paid directly to the mortgagee.

6. Mortgage Status; Waivers and Modifications. No Mortgage has been satisfied,
cancelled, rescinded or subordinated in whole or in part, and the related
Mortgaged Property has not been released from the lien of such Mortgage, in
whole or in part (except for partial reconveyances of real property that are set
forth on Schedule A to Exhibit 2), nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission or
release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any respect, except by written instruments, all of which are included in the
related Mortgage File and none of the Mortgage Loans has been materially
modified since July 31, 2006.

7. Condition of Property; Condemnation. Except with respect to Mortgage Loans
secured primarily by unimproved land: (i) With respect to the Mortgaged
Properties securing the Mortgage Loans that were the subject of an engineering
report within 18 months prior to the Cut-Off Date as set forth on Schedule A to
this Exhibit 2, each Mortgaged Property is, to Seller's knowledge, free and
clear of any damage (or adequate reserves therefor have been established based
on the engineering report) that would materially and adversely affect its value
as security for the related Mortgage Loan, and (ii) with respect to the
Mortgaged Properties securing the


                                      2-2



Mortgage Loans that were not the subject of an engineering report within 18
months prior to the Cut-Off Date as set forth on Schedule A to this Exhibit 2,
each Mortgaged Property is in good repair and condition and all building systems
contained therein are in good working order (or adequate reserves therefor have
been established) and each Mortgaged Property is free of structural defects, in
each case, that would materially and adversely affect its value as security for
the related Mortgage Loan as of the date hereof. Seller has received no notice
of the commencement of any proceeding for the condemnation of all or any
material portion of any Mortgaged Property. To Seller's knowledge (based on
surveys and/or title insurance obtained in connection with the origination of
the Mortgage Loans), as of the date of the origination of each Mortgage Loan,
(x) all of the material improvements on the related Mortgaged Property that were
considered in determining the appraised value of the Mortgaged Property lay
wholly within the boundaries and building restriction lines of such property,
except for encroachments that are insured against by the Title Policy referred
to herein or that do not materially and adversely affect the value or
marketability of such Mortgaged Property, (y) no improvements on adjoining
properties materially encroached upon such Mortgaged Property so as to
materially and adversely affect the value or marketability of such Mortgaged
Property, except those encroachments that are insured against by the Title
Policy referred to herein, and (z) the Mortgaged Property securing each Mortgage
Loan is located on or adjacent to a public road, or has access to an easement
permitting ingress and egress.

8. Title Insurance. Each Mortgaged Property is covered by an American Land Title
Association (or an equivalent form of) lender's title insurance policy or a pro
forma or marked-up title insurance commitment (on which the required premium has
been paid) which evidences such title insurance policy (the "Title Policy") in
the original principal amount of the related Mortgage Loan after all advances of
principal. Each Title Policy insures that the related Mortgage is a valid first
priority lien on such Mortgaged Property, subject only to Permitted
Encumbrances. Each Title Policy (or, if it has yet to be issued, the coverage to
be provided thereby) is in full force and effect, all premiums thereon have been
paid and no material claims have been made thereunder and no claims have been
paid thereunder. No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to Trustee, such Title Policy (or, if it has yet to be issued, the coverage to
be provided thereby) will inure to the benefit of Trustee without the consent
of, or notice to, the insurer. To Seller's knowledge, the insurer issuing such
Title Policy is qualified to do business in the jurisdiction in which the
related Mortgaged Property is located.

9. No Holdbacks. The proceeds of each Mortgage Loan have been fully disbursed
and there is no obligation for future advances with respect thereto. With
respect to each Mortgage Loan, any and all requirements as to completion of any
on-site or off-site improvement and as to disbursements of any funds escrowed
for such purpose that were to have been complied with on or before the Closing
Date have been complied with, or any such funds so escrowed have not been
released.

10. Mortgage Provisions. The Mortgage Note or Mortgage for each Mortgage Loan,
together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in paragraph 13) such as to
render the rights and remedies of the holder


                                       2-3



thereof adequate for the practical realization against the related Mortgaged
Property of the principal benefits of the security intended to be provided
thereby.

11. Trustee under Deed of Trust. If any Mortgage is a deed of trust, (1) a
trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by Seller, Purchaser or any transferee thereof except in
connection with a trustee's sale after default by the related Mortgagor or in
connection with any full or partial release of the related Mortgaged Property or
related security for the related Mortgage Loan.

12. Environmental Conditions.

     (i)  Except as set forth on Schedule A to this Exhibit 2, with respect to
          the Mortgaged Properties securing the Mortgage Loans that were the
          subject of an environmental site assessment within 18 months prior to
          the Cut-Off Date, an environmental site assessment prepared to ASTM
          standards, or an update of a previous assessment, was performed with
          respect to each Mortgaged Property in connection with the origination
          or the sale of the related Mortgage Loan, a report of the most recent
          assessment with respect to each Mortgaged Property (an "Environmental
          Report") has been delivered to Purchaser, and Seller has no knowledge
          of any material and adverse environmental condition or circumstance
          affecting any Mortgaged Property that was not disclosed in such
          Environmental Report. Each Mortgage requires the related Mortgagor to
          comply with all applicable federal, state and local environmental laws
          and regulations. Where such Environmental Report disclosed the
          existence of a material and adverse environmental condition or
          circumstance affecting any Mortgaged Property, (i) a party not related
          to the Mortgagor was identified as the responsible party for such
          condition or circumstance or (ii) environmental insurance covering
          such condition was obtained or must be maintained until the condition
          is remediated or (iii) the related Mortgagor was required either to
          provide additional security that was deemed to be sufficient by the
          originator in light of the circumstances and/or to establish an
          operations and maintenance plan. In connection with the origination of
          each Mortgage Loan, each environmental consultant has represented in
          such Environmental Report or in a supplement letter that the
          environmental assessment of the applicable Mortgaged Property was
          conducted utilizing generally accepted Phase I industry standards
          using the American Society for Testing and Materials (ASTM) standards.
          Each Mortgage Loan set forth on Schedule C to this Exhibit 2 (each, a
          "Schedule C Loan") is the subject of a Secured Creditor Impaired
          Property Policy, issued by the issuer set forth on Schedule C (the
          "Policy Issuer") and effective as of the date thereof (the
          "Environmental Insurance Policy"). Except as set forth on Schedule A
          to this Exhibit 2, with respect to each Schedule C Loan, (i) to
          Seller's knowledge, the Environmental Insurance Policy is in full
          force and effect, (ii)(a) a property condition or engineering report
          was prepared with respect to lead based paint ("LBP") and radon gas
          ("RG") at each Mortgaged Property that is used as a multifamily
          dwelling, and with respect to asbestos containing materials ("ACM") at
          each related Mortgaged Property and (b) if such report disclosed the
          existence of a material and adverse LBP, ACM or RG


                                      2-4



          environmental condition or circumstance affecting the related
          Mortgaged Property, the related Mortgagor (A) was required to
          remediate the identified condition prior to closing the Mortgage Loan
          or provide additional security, or establish with the lender a reserve
          from loan proceeds, in an amount deemed to be sufficient by Seller for
          the remediation of the problem and/or (B) agreed in the Mortgage Loan
          documents to establish an operations and maintenance plan after the
          closing of the Mortgage Loan, (iii) on the effective date of the
          Environmental Insurance Policy, Seller as originator had no knowledge
          of any material and adverse environmental condition or circumstance
          affecting the Mortgaged Property (other than the existence of LBP, ACM
          or RG) that was not disclosed to the Policy Issuer in one or more of
          the following: (a) the application for insurance, (b) a borrower
          questionnaire that was provided to the Policy Issuer or (c) an
          engineering or other report provided to the Policy Issuer and (iv) the
          premium of any Environmental Insurance Policy has been paid through
          the maturity of the policy's term and the term of such policy extends
          at least five years beyond the maturity of the Mortgage Loan.

     (ii) With respect to the Mortgaged Properties securing the Mortgage Loans
          that were not the subject of an environmental site assessment prepared
          to ASTM standards within 18 months prior to the Cut-Off Date as set
          forth on Schedule A to this Exhibit 2, (i) no Hazardous Material is
          present on such Mortgaged Property such that (1) the value, use or
          operation of such Mortgaged Property is materially and adversely
          affected or (2) under applicable federal, state or local law, (a) such
          Hazardous Material could be required to be eliminated at a cost
          materially and adversely affecting the value of the Mortgaged Property
          before such Mortgaged Property could be altered, renovated, demolished
          or transferred or (b) the presence of such Hazardous Material could
          (upon action by the appropriate governmental authorities) subject the
          owner of such Mortgaged Property, or the holders of a security
          interest therein, to liability for the cost of eliminating such
          Hazardous Material or the hazard created thereby at a cost materially
          and adversely affecting the value of the Mortgaged Property, and (ii)
          such Mortgaged Property is in material compliance with all applicable
          federal, state and local laws pertaining to Hazardous Materials or
          environmental hazards, any noncompliance with such laws does not have
          a material adverse effect on the value of such Mortgaged Property and
          neither Seller nor, to Seller's knowledge, the related Mortgagor or
          any current tenant thereon, has received any notice of violation or
          potential violation of any such law.

          "Hazardous Materials" means gasoline, petroleum products, explosives,
          radioactive materials, polychlorinated biphenyls or related or similar
          materials, and any other substance or material as may be defined as a
          hazardous or toxic substance by any federal, state or local
          environmental law, ordinance, rule, regulation or order, including
          without limitation, the Comprehensive Environmental Response,
          Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections
          9601 et seq.), the Hazardous Materials Transportation Act as amended
          (42 U.S.C. Sections 6901 et seq.), the Resource Conservation and
          Recovery Act, as amended (42 U.S.C. Sections 6901 et seq.), the
          Federal Water Pollution Control


                                      2-5



          Act as amended (33 U.S.C. Sections 1251 et seq.), the Clean Air Act
          (42 U.S.C. Sections 1251 et seq.) and any regulations promulgated
          pursuant thereto.

13. Loan Document Status. Each Mortgage Note, Mortgage, Assignment of Leases and
other agreement that evidences or secures such Mortgage Loan and was executed by
or on behalf of the related Mortgagor or any guarantor of any non-recourse
exceptions and environmental liability is the legal, valid and binding
obligation of the maker thereof (subject to any non-recourse provisions
contained in any of the foregoing agreements and any applicable state
anti-deficiency or market value limit deficiency legislation), enforceable in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally, and by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law) and there is no valid defense, counterclaim or right of offset or
rescission available to the related Mortgagor with respect to such Mortgage
Note, Mortgage or other agreement.

14. Insurance. Each Mortgaged Property is, and is required pursuant to the
related Mortgage to be, insured by (a) a fire and extended perils insurance
policy providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Mortgage Loan consistent with its
capital markets conduit lending practices, against other risks insured against
by persons operating like properties in the locality of the Mortgaged Property
in an amount not less than the lesser of the principal balance of the related
Mortgage Loan and the replacement cost of the improvements located at the
Mortgaged Property, and not less than the amount necessary to avoid the
operation of any co-insurance provisions with respect to the Mortgaged Property,
and the policy contains no provisions for a deduction for depreciation; (b) a
business interruption or rental loss insurance policy, in an amount at least
equal to twelve months of operations of the Mortgaged Property estimated as of
the date of origination by the originator of such Mortgage Loan consistent with
its capital markets conduit lending practices; (c) a flood insurance policy (if
any portion of buildings or other structures on the Mortgaged Property are
located in an area identified by the Federal Emergency Management Agency as
having special flood hazards and the Federal Emergency Management Agency
requires flood insurance to be maintained); and (d) a comprehensive general
liability insurance policy in amounts as are generally required by commercial
mortgage lenders for properties of similar types and in any event not less than
$1 million per occurrence. Each insurance policy contains a standard mortgagee
clause that names the mortgagee as an additional insured in the case of
liability insurance policies and as a loss payee in the case of property
insurance policies and requires prior notice to the holder of the Mortgage of
termination, reduction of coverage or cancellation. No such notice has been
received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Mortgagor to maintain all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that
casualty insurance proceeds will (or at the lender's option will) be applied (a)
to the restoration or repair of the related Mortgaged Property, (b) to the
restoration or repair of the related Mortgaged Property, with any excess
insurance proceeds after restoration or repair being paid to the Mortgagor, or
(c) to the reduction of the principal amount of the Mortgage Loan. For each
Mortgaged Property located in a Zone 3 or Zone 4 seismic zone,


                                      2-6



either: (i) a seismic report which indicated a PML of less than 20% was
prepared, based on a 450 or 475-year average return period with a 10%
probability of exceedance in a 50-year period, in connection with the
origination of the Mortgage Loan secured by such Mortgaged Property or (ii) the
improvements for the Mortgaged Property are insured against earthquake damage.

15. Taxes and Assessments. As of the Closing Date, there are no delinquent or
unpaid taxes, assessments (including assessments payable in future installments)
or other outstanding charges affecting any Mortgaged Property that are or may
become a lien of priority equal to or higher than the lien of the related
Mortgage. For purposes of this representation and warranty, real property taxes
and assessments shall not be considered delinquent or unpaid until the date on
which interest or penalties would be first payable thereon.

16. Mortgagor Bankruptcy. No Mortgagor is, to Seller's knowledge, a debtor in
any state or federal bankruptcy or insolvency proceeding.

17. Leasehold Estate. Each Mortgaged Property consists of a fee simple estate in
real estate or, if the related Mortgage Loan is secured in whole or in part by
the interest of a Mortgagor as a lessee under a ground lease of a Mortgaged
Property (a "Ground Lease" which term shall include any related estoppel letter
or lender protection agreement between Seller and related lessor), by the
related Mortgagor's interest in the Ground Lease but not by the related fee
interest in such Mortgaged Property (the "Fee Interest"), and as to such Ground
Leases:

     (i)    Such Ground Lease or a memorandum thereof has been or will be duly
            recorded; such Ground Lease (or the related estoppel letter or
            lender protection agreement between Seller and related lessor) does
            not prohibit the current use of the Mortgaged Property and does not
            prohibit the interest of the lessee thereunder to be encumbered by
            the related Mortgage; and there has been no material change in the
            payment terms of such Ground Lease since the origination of the
            related Mortgage Loan, with the exception of material changes
            reflected in written instruments that are a part of the related
            Mortgage File;

     (ii)   The lessee's interest in such Ground Lease is not subject to any
            liens or encumbrances superior to, or of equal priority with, the
            related Mortgage, other than Permitted Encumbrances;

     (iii)  The Mortgagor's interest in such Ground Lease is assignable to
            Purchaser and Trustee as its assignee upon notice to, but without
            the consent of, the lessor thereunder (or, if such consent is
            required for assignment to Purchaser, it has been obtained prior to
            the Closing Date) and is further assignable by Purchaser and its
            successors and assigns upon notice to, but without the need to
            obtain the consent of, such lessor or if such lessor's consent is
            required it either has been obtained or it cannot be unreasonably
            withheld;

     (iv)   Such Ground Lease is in full force and effect, the Ground Lease
            provides that no material amendment to such Ground Lease is binding
            on a mortgagee unless the mortgagee has consented thereto, Seller
            has received no notice that an event of default has occurred
            thereunder, and, to Seller's knowledge, there exists no


                                      2-7



            condition that, but for the passage of time or the giving of notice,
            or both, would result in an event of default under the terms of such
            Ground Lease;

     (v)    Such Ground Lease (A) requires the lessor under such Ground Lease to
            give notice of any default by the lessee to the holder of the
            Mortgage; and (B) provides that no notice of termination given under
            such Ground Lease is effective against the holder of the Mortgage
            unless a copy of such notice has been delivered to such holder and
            the lessor has offered or is required to enter into a new lease with
            such holder on terms that do not materially vary from the economic
            terms of the Ground Lease.

     (vi)   A mortgagee is permitted a reasonable opportunity (including, where
            necessary, sufficient time to gain possession of the interest of the
            lessee under such Ground Lease) to cure any default under such
            Ground Lease, which is curable after the receipt of notice of any
            such default, before the lessor thereunder may terminate such Ground
            Lease;

     (vii)  Such Ground Lease has an original term (including any extension
            options set forth therein) which extends not less than twenty years
            beyond the Maturity Date of the related Mortgage Loan;

     (viii) Under the terms of such Ground Lease and the related Mortgage, taken
            together, any related insurance proceeds or condemnation award
            awarded to the holder of the ground lease interest will be applied
            either (A) to the repair or restoration of all or part of the
            related Mortgaged Property, with the mortgagee or a trustee
            appointed by the related Mortgage having the right to hold and
            disburse such proceeds as the repair or restoration progresses
            (except in such cases where a provision entitling a third party to
            hold and disburse such proceeds would not be viewed as commercially
            unreasonable by a prudent commercial mortgage lender), or (B) to the
            payment of the outstanding principal balance of the Mortgage Loan
            together with any accrued interest thereon; and

     (ix)   Such Ground Lease does not impose any restrictions on subletting
            which would be viewed as commercially unreasonable by prudent
            commercial mortgage lenders lending on a similar Mortgaged Property
            in the lending area where the Mortgaged Property is located; and
            such Ground Lease contains a covenant that the lessor thereunder is
            not permitted, in the absence of an uncured default, to disturb the
            possession, interest or quiet enjoyment of the lessee thereunder for
            any reason, or in any manner, which would materially adversely
            affect the security provided by the related Mortgage.

     (x)    Such Ground Lease requires the Lessor to enter into a new lease upon
            termination of such Ground Lease if the Ground Lease is rejected in
            a bankruptcy proceeding.

18. Escrow Deposits. All escrow deposits and payments relating to each Mortgage
Loan that are, as of the Closing Date, required to be deposited or paid have
been so deposited or paid.


                                      2-8



19. LTV Ratio. The gross proceeds of each Mortgage Loan to the related Mortgagor
at origination did not exceed the non-contingent principal amount of the
Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest in
real property having a fair market value (i) at the date the Mortgage Loan was
originated, at least equal to 80 percent of the original principal balance of
the Mortgage Loan or (ii) at the Closing Date, at least equal to 80 percent of
the principal balance of the Mortgage Loan on such date; provided that for
purposes hereof, the fair market value of the real property interest must first
be reduced by (x) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (a)(i) and (a)(ii) of this paragraph 19 shall
be made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Mortgage Loans); or (b)
substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property that served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).

20. Mortgage Loan Modifications. Any Mortgage Loan that was "significantly
modified" prior to the Closing Date so as to result in a taxable exchange under
Section 1001 of the Code either (a) was modified as a result of the default
under such Mortgage Loan or under circumstances that made a default reasonably
foreseeable or (b) satisfies the provisions of either clause (a)(i) of paragraph
19 (substituting the date of the last such modification for the date the
Mortgage Loan was originated) or clause (a)(ii) of paragraph 19, including the
proviso thereto.

21. Advancement of Funds by Seller. No holder of a Mortgage Loan has advanced
funds or induced, solicited or knowingly received any advance of funds from a
party other than the owner of the related Mortgaged Property, directly or
indirectly, for the payment of any amount required by such Mortgage Loan.

22. No Mechanics' Liens. Each Mortgaged Property is free and clear of any and
all mechanics' and materialmen's liens that are prior or equal to the lien of
the related Mortgage, except, in each case, for liens insured against by the
Title Policy referred to herein, and no rights are outstanding that under law
could give rise to any such lien that would be prior or equal to the lien of the
related Mortgage except, in each case, for liens insured against by the Title
Policy referred to herein.

23. Compliance with Usury Laws. Each Mortgage Loan complied with (or is exempt
from) all applicable usury laws and any other applicable material laws in effect
at its date of origination.

24. Cross-collateralization. No Mortgage Loan is cross-collateralized or
cross-defaulted with any loan other than one or more other Mortgage Loans.

25. Releases of Mortgaged Property. Except as described in the next sentence, no
Mortgage Note or Mortgage requires the mortgagee to release all or any material
portion of the related Mortgaged Property that was included in the appraisal for
such Mortgaged Property, and/or generates income from the lien of the related
Mortgage except upon payment in full of all


                                      2-9



amounts due under the related Mortgage Loan or in connection with the defeasance
provisions of the related Note and Mortgage. The Mortgages relating to those
Mortgage Loans identified on Schedule A hereto require the mortgagee to grant
releases of portions of the related Mortgaged Properties upon (a) the
satisfaction of certain legal and underwriting requirements and/or (b) the
payment of a predetermined or objectively determinable release price and
prepayment consideration in connection therewith. Except as described in the
first sentence hereof and for those Mortgage Loans identified on Schedule A, no
Mortgage Loan permits the full or partial release or substitution of collateral
unless the mortgagee or servicer can require the Borrower to provide an opinion
of tax counsel to the effect that such release or substitution of collateral (a)
would not constitute a "significant modification" of such Mortgage Loan within
the meaning of Treas. Reg. Sections 1.1001-3 and (b) would not cause such
Mortgage Loan to fail to be a "qualified mortgage" within the meaning of Section
860G(a)(3)(A) of the Code. The loan documents require the related Mortgagor to
bear the reasonable cost of such opinion.

26. No Equity Participation or Contingent Interest. No Mortgage Loan contains
any equity participation by the lender or shared appreciation feature or
provides for negative amortization (except that the ARD Loan may provide for the
accrual of interest at an increased rate after the Anticipated Repayment Date)
or for any contingent or additional interest in the form of participation in the
cash flow of the related Mortgaged Property. Neither Seller nor any affiliate
thereof has any obligation to make a capital contribution to the Mortgagor under
the Mortgage Loan or otherwise.

27. No Material Default. To Seller's knowledge, there exists no material
default, breach, violation or event of acceleration (and no event which, with
the passage of time or the giving of notice, or both, would constitute any of
the foregoing) under the documents evidencing or securing the Mortgage Loan, in
any such case to the extent the same materially and adversely affects the value
of the Mortgage Loan and the related Mortgaged Property; provided, however, that
this representation and warranty does not address or otherwise cover any
default, breach, violation or event of acceleration that specifically pertains
to any matter otherwise covered by any other representation and warranty made by
Seller elsewhere in this Exhibit 2 or the exceptions listed in Schedule A
attached hereto.

28. Inspections. Seller (or if Seller is not the originator, the originator of
the Mortgage Loan) has inspected or caused to be inspected each Mortgaged
Property in connection with the origination of the related Mortgage Loan.

29. Local Law Compliance. Based on due diligence considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by Seller hereunder.

30. Junior Liens. None of the Mortgage Loans permits the related Mortgaged
Property to be encumbered by any lien (other than a Permitted Encumbrance)
junior to or of equal priority with


                                      2-10



the lien of the related Mortgage without the prior written consent of the holder
thereof or the satisfaction of debt service coverage or similar criteria
specified therein. Seller has no knowledge that any of the Mortgaged Properties
is encumbered by any lien (other than a Permitted Encumbrance) junior to the
lien of the related Mortgage.

31. Actions Concerning Mortgage Loans. To the knowledge of Seller, there are no
actions, suits or proceedings before any court, administrative agency or
arbitrator concerning any Mortgage Loan, Mortgagor or related Mortgaged Property
that might adversely affect title to the Mortgaged Property or the validity or
enforceability of the related Mortgage or that might materially and adversely
affect the value of the Mortgaged Property as security for the Mortgage Loan or
the use for which the premises were intended.

32. Servicing. The servicing and collection practices used by Seller or any
prior holder or servicer of each Mortgage Loan have been in all material
respects legal, proper and prudent and have met customary industry standards.

33. Licenses and Permits. To Seller's knowledge, based on due diligence that it
customarily performs in the origination of comparable mortgage loans, as of the
date of origination of each Mortgage Loan or as of the date of the sale of the
related Mortgage Loan by Seller hereunder, the related Mortgagor was in
possession of all material licenses, permits and franchises required by
applicable law for the ownership and operation of the related Mortgaged Property
as it was then operated.

34. RESERVED [ONLY APPLICABLE IF ANY MORTGAGE LOAN IS AN ASSISTED LIVING
FACILITY].

35. Collateral in Trust. The Mortgage Note for each Mortgage Loan is not secured
by a pledge of any collateral that has not been assigned to Purchaser.

36. Due on Sale. Each Mortgage Loan contains a "due on sale" clause, which
provides for the acceleration of the payment of the unpaid principal balance of
the Mortgage Loan if, without prior written consent of the holder of the
Mortgage, the property subject to the Mortgage or any material portion thereof,
or a controlling interest in the related Mortgagor, is transferred, sold or
encumbered by a junior mortgage or deed of trust; provided, however, that
certain Mortgage Loans provide a mechanism for the assumption of the loan by a
third party upon the Mortgagor's satisfaction of certain conditions precedent,
and upon payment of a transfer fee, if any, or transfer of interests in the
Mortgagor or constituent entities of the Mortgagor to a third party or parties
related to the Mortgagor upon the Mortgagor's satisfaction of certain conditions
precedent.

37. Single Purpose Entity. The Mortgagor on each Mortgage Loan with a Cut-Off
Date Principal Balance in excess of $10 million, was, as of the origination of
the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose
Entity" shall mean an entity, other than an individual, whose organizational
documents provide substantially to the effect that it was formed or organized
solely for the purpose of owning and operating one or more of the Mortgaged
Properties securing the Mortgage Loans and prohibit it from engaging in any
business unrelated to such Mortgaged Property or Properties, and whose
organizational


                                      2-11



documents further provide, or which entity represented in the related Mortgage
Loan documents, substantially to the effect that it does not have any assets
other than those related to its interest in and operation of such Mortgaged
Property or Properties, or any indebtedness other than as permitted by the
related Mortgage(s) or the other related Mortgage Loan documents, that it has
its own books and records and accounts separate and apart from any other person
(other than a Mortgagor for a Mortgage Loan that is cross-collateralized and
cross-defaulted with the related Mortgage Loan), and that it holds itself out as
a legal entity, separate and apart from any other person.

38. Non-Recourse Exceptions. The Mortgage Loan documents for each Mortgage Loan
provide that such Mortgage Loan constitutes either (a) the recourse obligations
of at least one natural person or (b) the non-recourse obligations of the
related Mortgagor, provided that at least one natural person (and the Mortgagor
if the Mortgagor is not a natural person) is liable to the holder of the
Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds, condemnation awards and breaches of the environmental covenants in the
Mortgage Loan documents.

39. Defeasance and Assumption Costs. The related Mortgage Loan documents provide
that the related borrower is responsible for the payment of all reasonable costs
and expenses of the lender incurred in connection with the defeasance of such
Mortgage Loan and the release of the related Mortgaged Property, and the
borrower is required to pay all reasonable costs and expenses of the lender
associated with the approval of an assumption of such Mortgage Loan.

40. Defeasance. No Mortgage Loan provides that (i) it can be defeased until the
date that is at least two years after the Closing Date, (ii) that it can be
defeased with any property other than government securities (as defined in
Section 2(a)(16) of the Investment Company Act of 1940, as amended) or any
direct non-callable security issued or guaranteed as to principal or interest by
the United States that will provide interest and principal payments sufficient
to satisfy scheduled payments of interest and principal as required under the
related Mortgage Loan, or (iii) defeasance requires the payment of any
consideration other than (a) reimbursement of incidental costs and expenses
and/or (b) a specified dollar amount or an amount that is based on a formula
that uses objective financial information (as defined in Treasury Regulation
Section 1.446-3(c)(4)(ii)).

41. Authorized to do Business. To the extent required under applicable law as of
the date of origination, and necessary for the enforceability or collectability
of the Mortgage Loan, the originator of such Mortgage Loan was authorized to do
business in the jurisdiction in which the related Mortgaged Property is located
at all times when it originated and held the Mortgage Loan.

42. Prepayment Premiums. As of the applicable date of origination of each such
Mortgage Loan, any prepayment premiums and yield maintenance charges payable
under the terms of the Mortgage Loans, in respect of voluntary prepayments,
constituted "customary prepayment penalties" within the meaning of Treasury
Regulation Section 1.860G-1(b)(2).

43. Terrorism Insurance. With respect to each Mortgage Loan that has a principal
balance as of the Cut-off Date that is greater than or equal to $17,500,000, the
related all risk insurance


                                      2-12



policy and business interruption policy do not specifically exclude Acts of
Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, from
coverage, or if such coverage is excluded, is covered by a separate terrorism
insurance policy. With respect to each other Mortgage Loan, the related all risk
insurance policy and business interruption policy did not as of the date of
origination of the Mortgage Loan, and, to Seller's knowledge, do not, as of the
date hereof, specifically exclude Acts of Terrorism from coverage, or if such
coverage is excluded, it is covered by a separate terrorism insurance policy.
With respect to each of the Mortgage Loans, the related Mortgage Loan documents
do not waive or prohibit the mortgagee from requiring coverage for acts of
terrorism or damages related thereto, except to the extent that any right to
require such coverage may be limited by commercially reasonable availability, or
as otherwise indicated on Schedule A.

44. Operating Statements and Rent Rolls. In the case of each Mortgage Loan, the
related Mortgage Loan documents require the related Mortgagor, in some cases at
the request of the lender, to provide to the holder of such Mortgage Loan
operating statements and rent rolls not less frequently than annually (except in
certain cases if the Mortgage Loan has an outstanding principal balance of less
than or equal to $3,500,000 as of the Cut-off Date or the related Mortgaged
Property has only one tenant, in either of which cases, the Mortgage Loan
documents require the Mortgagor, in some cases at the request of the lender, to
provide to the holder of such Mortgage Loan operating statements and (if there
is more than one tenant) rent rolls and/or financial statements of the Mortgagor
annually), and such other information as may be required therein.

45. Qualified Mortgage. Each Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code and Treasury Regulation Section
1.860G-2(a) (but without regard to the rule in Treasury Regulation Sections
1.860G-2(a)(3) and 1.860G-2(f)(2) that treat a defective obligation as a
qualified mortgage, or any substantially similar provision).

46. No Fraud in Origination. A court of competent jurisdiction will not find, in
a final non-appealable judgment, that an employee of Seller actively
participated with the Borrower in any intentional fraud in connection with the
origination of the Mortgage Loan. To Seller's knowledge, no Borrower is guilty
of defrauding or making an intentional material misrepresentation to Seller in
connection with the origination of the Mortgage Loan.

47. An appraisal of the related Mortgaged Property was conducted in connection
with the origination of such Mortgage Loan, and such appraisal satisfied the
guidelines in Title XI of the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, as in effect on the date such Mortgage Loan was
originated.

48. Foreclosure Property. Seller is not selling any Mortgage Loan as part of a
plan to transfer the underlying Mortgaged Property to Purchaser, and Seller does
not know or, to Seller's knowledge, have reason to know that any Mortgage Loan
will default. The representations in this paragraph 48 are made solely for the
purpose of determining whether the Mortgaged Property, if acquired by the Trust,
would qualify as "foreclosure property" within the meaning of Section 860G(a)(8)
of the Code, and may not be relied upon or used for any other purpose. Such
representations shall not be construed as a guarantee to any degree that
defaults or losses will not occur.


                                      2-13



49. Tax Parcels. Each Mortgaged Property constitutes one or more complete
separate tax lots containing no other property, or is subject to an endorsement
under the related Title Policy insuring same, or an application for the creation
of separate tax lots complying in all respects with the applicable laws and
requirements of the applicable governing authority has been made and approved by
the applicable governing authority and such tax lots shall be effective for the
next tax year.


                                      2-14



                             Schedule A to Exhibit 2

                  Exceptions to Representations and Warranties

                                   SCHEDULE A
                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES*

EXCEPTIONS TO REPRESENTATION (4)

LOANS                               EXCEPTIONS
---------------------------------   --------------------------------------------
8001 CESSNA AVENUE BUILDING         The Mortgage Loan is structured as an
                                    indemnity deed of trust ("IDOT"), under
                                    which the guarantor of the Mortgage Note
                                    related to the IDOT owns the related
                                    Mortgaged Property and thus has an interest
                                    in the lease payments.

EXCEPTIONS TO REPRESENTATION (13)

LOANS                               EXCEPTIONS
---------------------------------   --------------------------------------------
8001 CESSNA AVENUE BUILDING         Mortgage Loan is structured as an IDOT, and
                                    while the related Mortgagor was the maker of
                                    the Mortgage Note, the Mortgage was given by
                                    the IDOT grantor.

EXCEPTIONS TO REPRESENTATION (14)

LOANS                               EXCEPTIONS
---------------------------------   --------------------------------------------
225 FRANKLIN                        The Mortgagor may self-insure the coverages
                                    required by the Mortgage Loan documents
                                    using any entity which is an affiliate of
                                    the guarantor and has an A.M. Best rating of
                                    at least "A-/VII" so long as guarantor
                                    maintains a credit rating of at least "BBB-"
                                    by S&P.

WALGREENS PHOENIX                   Walgreens Co. currently self-insures the
                                    Mortgaged Property.

----------
*    Seller has attempted to indicate the particular representation or warranty
     (by reference to the Section in which such representation or warranty
     appears) to which an exception primarily relates. Notwithstanding the
     foregoing, each exception is intended to qualify each representation or
     warranty to which it may relate, regardless whether such exception
     expressly refers to the Section in which the applicable representation or
     warranty appears.

     For purposes of the MLPA and Exhibit 2 - Representations and Warranties of
Seller, Seller deems the term "commercial and multifamily" to include
manufactured housing communities.

     In addition, all mortgage loan assignments and UCC financing statements
assignments were executed in favor of the Trustee and not the Purchaser.



RITE AID-JACKSON                    HARCO, Inc. currently self-insures the
                                    Mortgaged Property.

EXCEPTIONS TO REPRESENTATION (18)

LOANS                               DESCRIPTION OF EXCEPTIONS
---------------------------------   --------------------------------------------
633 17TH STREET                     The Mortgaged Property is made up of fee and
                                    leasehold interests. In total, there are
                                    four Ground Leases and one sub-Ground Lease.
                                    A portion of the building (lots 9 and 10,
                                    which lie under approximately 10% of the
                                    building) on the Mortgaged Property is
                                    subject to two Ground Leases both of which
                                    cover the same area and have the same ground
                                    landlord, the original ground lease dated as
                                    of August 30, 1924 (the "1924 Ground Lease")
                                    and a subsequent ground lease dated as of
                                    February 1, 1970 (as amended from time to
                                    time, the "Lakeside Ground Lease"). In
                                    addition, there is a ground sublease of the
                                    1924 Ground Lease dated as of August 14,
                                    1961 (as amended from time to time, the
                                    "1730 California Ground Sublease"). The
                                    parking garage is subject to two ground
                                    leases, the Quait/Garlett Ground Lease (on
                                    lots 3-8) dated as of March 29, 1974 (as
                                    amended from time to time, the
                                    "Quait/Garlett Ground Lease") and the Denham
                                    Ground Lease (on lots 1 and 2 and 9-16)
                                    dated as of March 29, 1974 (as amended from
                                    time to time, the "Denham Ground Lease"). To
                                    note, simultaneously with the closing of the
                                    Mortgage Loan, Mortgagor acquired the
                                    Mortgaged Property from the seller of the
                                    Mortgaged Property (the "633 Property
                                    Seller").

                                    (i) The ground landlord estoppel
                                    certificates for the Denham Ground Lease are
                                    silent on whether there has been a material
                                    change in the terms of the Denham Ground
                                    Lease. However, the estoppel certificate
                                    executed and delivered by 633 Property
                                    Seller in connection with the Denham Ground
                                    Lease state that the Denham Ground Lease has
                                    not been amended, modified, supplemented or
                                    superseded.

                                    (iii) Each of the 1924 Ground Lease and the
                                    1730 California Ground Sublease is silent on



                                    the transfer of Mortgagor's interest upon a
                                    foreclosure or deed in lieu of foreclosure.

                                    (iv) The estoppel certificate for each of
                                    the 1730 California Ground Sublease and the
                                    Denham Ground Lease did not address whether
                                    the respective Ground Lease is in full force
                                    and effect. The estoppel certificate for the
                                    1730 California Ground Sublease did not
                                    address whether any default has occurred
                                    under the Ground Lease. No assurances were
                                    received in the form of an estoppel
                                    certificate in connection with the 1924
                                    Ground Lease, therefore, Seller cannot
                                    confirm whether the 1924 Ground Lease is in
                                    full force and effect and whether any
                                    default has occurred under such Ground
                                    Lease. However, Mortgagor represented in the
                                    Mortgage Loan documents that each Ground
                                    Lease is in full force and effect and that
                                    no default has occurred under the respective
                                    Ground Leases and the sub-Ground Lease.
                                    Additionally, the estoppel certificates
                                    executed and delivered by 633 Property
                                    Seller in connection with the Denham Ground
                                    Lease state that the Denham Ground Lease is
                                    in full force and effect.

                                    Each of the 1924 Ground Lease, the 1730
                                    California Ground Sublease, the Lakeside
                                    Ground Lease, the Quait/Garlett Ground Lease
                                    and the Denham Ground Lease is silent on
                                    whether mortgagee consent is required in
                                    connection with an amendment, modification,
                                    cancellation or termination of the
                                    respective Ground Lease and whether any
                                    amendment, termination, modification or
                                    cancellation of the respective Ground Lease
                                    without mortgagee's consent is binding on
                                    such mortgagee. However, the Mortgage Loan
                                    documents require Mortgagor to obtain
                                    mortgagee's consent to any amendment,
                                    termination, modification or cancellation of
                                    any Ground Lease and the principal under the
                                    Mortgage Loan executed a non-recourse
                                    carveout guaranty, which included a carveout
                                    for any losses suffered by mortgagee as a
                                    result of a termination or rejection of the
                                    Ground Lease.

                                    (v) The 1924 Ground Lease is silent on



                                    whether the ground landlord has to give
                                    notice of any default by the ground tenant
                                    to mortgagee. Each of the 1924 Ground Lease,
                                    the 1730 California Ground Sublease, the
                                    Quait/Garlett Ground Lease, the Lakeside
                                    Ground Lease and the Denham Ground Lease are
                                    silent on whether a notice of default and/or
                                    a notice of termination given under the
                                    respective Ground Lease is effective against
                                    a mortgagee unless a copy has been delivered
                                    to such mortgagee in the manner described in
                                    such Ground Lease. However, under the
                                    Quait/Garlett Ground Lease, the Denham
                                    Ground Lease and the Lakeside Ground Lease,
                                    the respective ground landlord cannot
                                    terminate the respective Ground Lease unless
                                    prior notice of a default has been given to
                                    a mortgagee and mortgagee fails to cure such
                                    default and under the 1730 California Ground
                                    Sublease, the ground landlord may not
                                    terminate the Ground Sublease if mortgagee
                                    cures a default within 30 days after receipt
                                    of a default notice. Additionally, Mortgagor
                                    has covenanted under the Mortgage Loan
                                    documents to provide copies of all notices
                                    to Mortgagee.

                                    (vi) Each of the 1924 Ground Lease and the
                                    1730 California Ground Sublease is silent on
                                    whether mortgagee under the Mortgage Loan is
                                    permitted a reasonable opportunity to cure
                                    any default under the respective Ground
                                    Lease. However, under the 1730 California
                                    Ground Sublease, the ground landlord may not
                                    terminate the Ground Lease if mortgagee
                                    cures a default within 30 days after receipt
                                    of default notice. The Lakeside Ground Lease
                                    (which covers the same real property as the
                                    1924 Ground Lease) operates to address the
                                    continuation of Mortgagor's leasehold estate
                                    if the 1924 Ground Lease were to be
                                    terminated and the term of the Lakeside
                                    Ground Lease runs 49 years beyond the
                                    maturity date of the Mortgage Loan.

                                    (vii) The term of each of the 1924 Ground
                                    Lease and the 1730 California Ground
                                    Sublease (including all respective renewal



                                    terms) expires seven years after the
                                    Maturity Date of the Mortgage Loan. However,
                                    the Lakeside Ground Lease (which covers the
                                    same real property as the 1924 Ground Lease)
                                    operates to address the continuation of
                                    Mortgagor's leasehold estate after the
                                    expiration of the 1924 Ground Lease and the
                                    1730 California Ground Sublease and the term
                                    of the Lakeside Ground Lease runs 49 years
                                    beyond the maturity date of the Mortgage
                                    Loan.

                                    (x) Each of the 1924 Ground Lease, the 1730
                                    California Ground Sublease and the Lakeside
                                    Ground Lease is silent on whether, after a
                                    bankruptcy or following the termination of
                                    either Ground Lease, mortgagee may enter
                                    into a new ground lease with the ground
                                    landlord. However, the principal under the
                                    Mortgage Loan executed a non-recourse
                                    carveout guaranty, which included a carveout
                                    for any losses suffered by mortgagee as a
                                    result of a termination or rejection of any
                                    Ground Lease.

EXCEPTIONS TO REPRESENTATION (24)

LOANS                               EXCEPTIONS
---------------------------------   --------------------------------------------
DCT INDUSTRIAL PORTFOLIO            The Mortgaged Property secures an A note
                                    (which is included in the HQ9 trust fund), a
                                    B note (which is subordinate to the A note
                                    and is not included in the HQ9 trust fund)
                                    and a C note (which is subordinate to the A
                                    note and the B note and is included in the
                                    HQ9 trust fund).

GIANT FOOD - BUCKS COUNTY           The Mortgaged Property secures the Mortgage
                                    Loan and a B note in the amount of
                                    $1,743,053.10 (which is not included in the
                                    HQ9 trust fund).

EXCEPTIONS TO REPRESENTATION (25)

LOANS                               EXCEPTIONS
---------------------------------   --------------------------------------------
DCT INDUSTRIAL PORTFOLIO            The Mortgage Loan documents permit the
                                    substitution of up to two of the Mortgaged
                                    Properties in any one year subject to
                                    satisfying certain conditions.



SUNSET APARTMENTS AND COMMANDER     The Mortgage Loan documents permit the
APARTMENTS                          release of one of the two parcels which
                                    comprise the Mortgaged Property subject to
                                    satisfying certain conditions and prepayment
                                    of 125% of the allocated loan amount.

EXCEPTIONS TO REPRESENTATION (29)

LOANS                               EXCEPTIONS
-----                               ----------
OZBURN-HESSEY                       The Mortgaged Property is nonconforming due
                                    to insufficient parking. A non-recourse
                                    carveout was added to cover any loss to the
                                    mortgagee resulting from failure to comply
                                    with the zoning laws.

EXCEPTIONS TO REPRESENTATION (31)

LOANS                               EXCEPTIONS
-----                               ----------
MAYO MEDICAL BUILDING               There is a pending SEC Investigation against
633 17TH STREET                     the principal of Mortgagor. The
                                    investigation does not include the Mortgaged
                                    Property. A guaranty was executed for the
                                    Mortgage Loan by such principal to indemnify
                                    the holder of the Mortgage Loan from any
                                    losses resulting from such investigation.

EXCEPTIONS TO REPRESENTATION (33)

LOANS                               EXCEPTIONS
-----                               ----------
CENTRAL SELF STORAGE                The Mortgaged Property has been issued a
                                    temporary Certificate of Occupancy, due to
                                    ongoing work on the adjacent property which
                                    the local government desires to review at
                                    the same time as the Mortgaged Property. The
                                    local governmental authority has represented
                                    that it expects to issue the permanent
                                    Certificate of Occupancy within 60 days of
                                    origination. The Mortgagor signed a Special
                                    Guaranty making the Mortgage Loan recourse
                                    if the Mortgagor is unable or unwilling to
                                    obtain a permanent Certificate of Occupancy
                                    for the Mortgaged Property.



EASTSIDE SELF STORAGE               The Mortgaged Property has been issued a
                                    temporary Certificate of Occupancy, due to
                                    incomplete landscaping. Within 120 days
                                    after origination, the Mortgagor is required
                                    to deliver evidence that the required
                                    landscaping has been completed. Immediately
                                    upon completion, the Mortgagor shall
                                    diligently pursue the issuance of a
                                    permanent Certificate of Occupancy.

EXCEPTIONS TO REPRESENTATION (36)

LOANS                               EXCEPTIONS
-----                               ----------
225 FRANKLIN                        Future mezzanine debt is permitted in
DCT INDUSTRIAL PORTFOLIO            accordance with the terms of the Mortgage
HERTZ INDIANAPOLIS SQUARE           Loan.
TRIWEST PLAZA
OZBURN-HESSEY
SOUTH VIRGIL APARTMENTS

HERTZ INDIANAPOLIS SQUARE           There is a $5,200,000 mezzanine loan secured
                                    by a Pledge and Security Agreement from the
                                    mezzanine borrower pursuant to which the
                                    mezzanine lender is granted a first priority
                                    security interest in all of the mezzanine
                                    borrower's ownership interests in the
                                    Mortgagor and its managing members.

TRIWEST PLAZA                       Subordinate financing is permitted in
GIANT FOOD - BUCKS COUNTY           accordance with the terms of the Mortgage
CENTRAL SELF STORAGE                Loan.
HOUSTON LEISURE RV RESORT

EXCEPTIONS TO REPRESENTATION (37)

LOANS                               EXCEPTIONS
-----                               ----------
CORNERSTONE AT NORWOOD              The Mortgagor has potential obligations in
                                    addition to owning and maintaining the
                                    Mortgaged Property, specifically making bond
                                    payments in the event of a tax shortfall and
                                    operating, maintaining, buying insurance on,
                                    and purchasing a parking garage.

VILLAGE SQUIRE APARTMENTS           The Mortgagor does not segregate security
                                    deposits. Michigan law permits commingling,
                                    provided landlord posts a statutory bond,
                                    which the Mortgagor has done.



EXCEPTIONS TO REPRESENTATION (38)

LOANS                               EXCEPTIONS
-----                               ----------
225 FRANKLIN                        There is no individual or entity other than
                                    the Mortgagor who is liable for the
                                    non-recourse carveouts.

DCT INDUSTRIAL PORTFOLIO            There is no natural person guaranteeing the
MAYO MEDICAL BUILDING               non-recourse carveouts.

SEXTON MHP                          The liability cap under the Guaranty is
                                    $21,000,000.

EXCEPTIONS TO REPRESENTATION (40)

LOANS                               EXCEPTIONS
-----                               ----------
DCT INDUSTRIAL PORTFOLIO            The Mortgage Loan documents permit partial
                                    defeasance at 110% of the allocated loan
                                    amount.

KOEHLER PORTFOLIO DAKOTAS           The Mortgage Loan documents permit
LAMONT HOTEL PORTFOLIO              partial defeasance at 125% of the allocated
KOEHLER PORTFOLIO WEST VIRGINIA     loan amount.
CENTER POINT COMPLEX

633 17TH STREET                     The Mortgage Loan documents permit partial
                                    defeasance at a fair market value purchase
                                    price.

EXCEPTIONS TO REPRESENTATION (43)

225 FRANKLIN                        Terrorism insurance is capped at an amount
                                    equal to the greater of (a) 150% of the
                                    aggregate insurance premiums payable solely
                                    with respect to the terrorism insurance
                                    carried by the Mortgagor in connection with
                                    the Mortgaged Property and accepted by the
                                    mortgagee as of origination (either stand
                                    alone coverage or allocated under an
                                    all-risk policy) adjusted annually by a
                                    percentage equal to the increase in the
                                    Consumer Price Index, and (b) 150% of the
                                    aggregate insurance premiums payable with
                                    respect to the terrorism insurance carried
                                    by the Mortgagor with respect to the
                                    Mortgaged Property as required pursuant to
                                    the Mortgage Loan documents (either as stand
                                    alone coverage or allocated under an
                                    all-risk policy) for the immediately prior
                                    twelve (12) month period.



DCT INDUSTRIAL PORTFOLIO            Terrorism insurance is capped at such amount
                                    as can be purchased at a premium (solely for
                                    such coverage) equal to 105% of the premium
                                    payable by the Mortgagor as of origination
                                    for all risk and business interruption
                                    coverage.

VILLAGE SQUIRE APARTMENTS           The Mortgagor's current insurance policy
                                    does not obligate the Mortgagor to maintain
                                    terrorism insurance. The non-recourse
                                    carveouts were modified to provide for
                                    liability to the Mortgagor and the guarantor
                                    for any loss, damage or claim related to any
                                    act or acts of terrorism in the event the
                                    insurance coverage for the Mortgaged
                                    Property does not include coverage for acts
                                    of terrorism or if the Mortgaged Property is
                                    not rebuilt after a casualty occurs as a
                                    result of any act of terrorism.

EXCEPTIONS TO REPRESENTATION (44)

LOANS                               EXCEPTIONS
-----                               ----------
8001 CESSNA AVENUE BUILDING         This is an IDOT loan. The IDOT grantor, and
                                    not the borrower, is required to provide the
                                    financial documentation to mortgagee.

EXCEPTIONS TO REPRESENTATION (49)

LOANS                               EXCEPTIONS
-----                               ----------
QUAIL HOLLOW APARTMENTS             The tax parcel identification number
                                    currently assigned to the Mortgaged Property
                                    includes certain additional adjacent real
                                    property that is not encumbered by the lien
                                    of Mortgage. the Mortgagor agreed to ensure
                                    that the Mortgaged Property is a separate
                                    tax parcel effective as of the 2007 tax
                                    year. Until this has been completed, the
                                    mortgagee shall require the Mortgagor to
                                    deposit an amount sufficient to pay all
                                    taxes, assessments and other similar charges
                                    levied, assessed or imposed against the
                                    additional property.



                             Schedule B to Exhibit 2

     List of Mortgagors that are Third-Party Beneficiaries Under Section 5.5

                                      None



                             Schedule C to Exhibit 2

  List of Mortgage Loans Subject to Secured Creditor Impaired Property Policies

                                      None



                                    EXHIBIT 3
                               PRICING FORMULATION

                                  MSCI 2006-HQ9
--------------------------------------------------------------------------------

Total Bond Proceeds                                               $2,592,379,135
Less Expenses                                                     $    4,395,862
                                                                  --------------

Net Proceeds                                                      $2,596,774,997

Less Purchase Price of LaSalle Loans
   Discounted Value of LaSalle Loans                              $  824,934,902
   Allocable Expense Amount for LaSalle Loans                     $    1,380,858
                                                                  --------------
   Purchase Price of LaSalle Loans                                $  826,315,760

Less Purchase Price of MS Loans
   Discounted Value of MS Loans                                   $1,545,840,219
   Allocable Expense Amount for MS Loans                          $    2,643,230
                                                                  --------------
   Purchase Price of MS Loans                                     $1,548,483,449

Less Purchase Price of PCF II Loans
   Discounted Value of PCF II Loans                               $  221,604,014
   Allocable Expense Amount for PCF II Loans                      $      371,774
                                                                  --------------
   Purchase Price of PCF II Loans                                 $  221,975,788


                                       3-1



                                    EXHIBIT 4
                                  BILL OF SALE

     1. Parties. The parties to this Bill of Sale are the following:

                 Seller:      LaSalle Bank National Association
                 Purchaser:   Morgan Stanley Capital I Inc.

     2. Sale. For value received, Seller hereby conveys to Purchaser, without
recourse, all right, title and interest in and to the Mortgage Loans identified
on Exhibit 1 (the "Mortgage Loan Schedule") to the Mortgage Loan Purchase
Agreement, dated as of August 8, 2006 (the "Mortgage Loan Purchase Agreement"),
between Seller and Purchaser and all of the following property:

          (a) All accounts, general intangibles, chattel paper, instruments,
     documents, money, deposit accounts, certificates of deposit, goods, letters
     of credit, advices of credit and investment property consisting of, arising
     from or relating to any of the following property: the Mortgage Loans
     identified on the Mortgage Loan Schedule including the related Mortgage
     Notes, Mortgages, security agreements, and title, hazard and other
     insurance policies, all distributions with respect thereto payable after
     the Cut-Off Date, all substitute or replacement Mortgage Loans and all
     distributions with respect thereto, and the Mortgage Files;

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

          (c) All cash and non-cash proceeds of the collateral described in
     clauses (a) and (b) above.

     3. Purchase Price. The amount and other consideration set forth on Exhibit
3 to the Mortgage Loan Purchase Agreement.

     4. Definitions. Terms used but not defined herein shall have the meanings
assigned to them in the Mortgage Loan Purchase Agreement.


                                      4-1



IN WITNESS WHEREOF, each of the parties hereto has caused this Bill of Sale to
be duly executed and delivered on this __ day of August, 2006.

SELLER:                                 LASALLE BANK NATIONAL ASSOCIATION


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

PURCHASER:                              MORGAN STANLEY CAPITAL I INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------



                                    EXHIBIT 5
                        FORM OF LIMITED POWER OF ATTORNEY
                            LIMITED POWER OF ATTORNEY
                     TO HSBC BANK USA, NATIONAL ASSOCIATION
                          AND J.E. ROBERT COMPANY, INC.
                                 WITH RESPECT TO
                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2006-HQ9

KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, pursuant to the terms of the Mortgage Loan Purchase Agreement
dated as of August 8, 2006 (the "Mortgage Loan Purchase Agreement"), between
LaSalle Bank National Association ("LaSalle") and Morgan Stanley Capital I Inc.
("Depositor"), LaSalle is selling certain multifamily and commercial mortgage
loans (the "Mortgage Loans") to Depositor;

     WHEREAS, pursuant to the terms of the Pooling and Servicing Agreement dated
as of August 1, 2006 (the "Pooling and Servicing Agreement"), between the
Depositor, Wells Fargo Bank National Association, as Master Servicer, J.E.
Robert Company, Inc. ("JER") as Special Servicer, LaSalle Bank National
Association, as Paying Agent, Custodian, Certificate Registrar and
Authenticating Agent and HSBC Bank USA, National Association ("HSBC") as
Trustee, the Trustee and the Special Servicer are granted certain powers,
responsibilities and authority in connection with the completion and the filing
and recording of assignments of mortgage, deeds of trust or similar documents,
Form UCC-2 and UCC-3 assignments of financing statements, reassignments of
assignments of leases, rents and profits and other Mortgage Loan documents
required to be filed or recorded in appropriate public filing and recording
offices;

     WHEREAS, LaSalle has agreed to provide this Limited Power of Attorney
pursuant to the Mortgage Loan Purchase Agreement;

     NOW, THEREFORE, LaSalle does hereby make, constitute and appoint HSBC,
acting solely in its capacity as Trustee under, and in accordance with the terms
of, the Pooling and Servicing Agreement, LaSalle's true and lawful agent and
attorney-in-fact with respect to each Mortgage Loan in LaSalle's name, place and
stead: (i) to complete (to the extent necessary) and to cause to be submitted
for filing or recording in the appropriate public filing or recording offices,
all assignments of mortgage, deeds of trust or similar documents, assignments or
reassignments of rents, leases and profits, in each case in favor of the
Trustee, as set forth in the definition of "Mortgage File" in Section 1.1 of the
Pooling and Servicing Agreement, that have been received by the Trustee or a
Custodian on its behalf, and all Form UCC-2 or UCC-3 assignments of financing
statements and all other comparable instruments or documents with respect to the
Mortgage Loans which are customarily and reasonably necessary or appropriate to
assign agreements, documents and instruments pertaining to the Mortgage Loans,
in each case in


                                       5-1


favor of the Trustee as set forth in the definition of "Mortgage File" in, and
in accordance with Section 1.1 of, the Pooling and Servicing Agreement, and to
evidence, provide notice of and perfect such assignments and conveyances in
favor of the Trustee in the public records of the appropriate filing and
recording offices; and (ii) to file or record in the appropriate public filing
or recording offices, all other Mortgage Loan documents to be recorded under the
terms of the Pooling and Servicing Agreement or any such Mortgage Loan documents
which have not been submitted for filing or recordation by LaSalle on or before
the date hereof or which have been so submitted but are subsequently lost or
returned unrecorded or unfiled as a result of actual or purported defects
therein, in order to evidence, provide notice of and perfect such documents in
the public records of the appropriate filing and recording offices.
Notwithstanding the foregoing, this Limited Power of Attorney shall grant to
HSBC and JER only such powers, responsibilities and authority as are set forth
in Section 2.1 of the Mortgage Loan Purchase Agreement.

     LaSalle does also hereby make, constitute and appoint JER, acting solely in
its capacity as Special Servicer under the Pooling and Servicing Agreement,
LaSalle's true and lawful agent and attorney-in-fact with respect to the
Mortgage Loans in LaSalle's name, place and stead solely to exercise and perform
all of the rights, authority and powers of HSBC as set forth in the preceding
paragraph in the event of the failure or the incapacity of HSBC to do so for any
reason. As between JER and any third party, no evidence of the failure or
incapacity of HSBC shall be required and such third party may rely upon JER's
written statement that it is acting pursuant to the terms of this Limited Power
of Attorney.

                                       17.

     The enumeration of particular powers herein is not intended in any way to
limit the grant to either the Trustee or the Special Servicer as LaSalle's
attorney-in-fact of full power and authority with respect to the Mortgage Loans
to complete (to the extent necessary), file and record any documents,
instruments or other writings referred to above as fully, to all intents and
purposes, as LaSalle might or could do if personally present, hereby ratifying
and confirming whatsoever such attorney-in-fact shall and may do by virtue
hereof; and LaSalle agrees and represents to those dealing with such
attorney-in-fact that they may rely upon this Limited Power of Attorney until
termination thereof under the provisions of Article III below. As between
LaSalle, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Trust Fund and the Certificateholders, neither the Trustee nor the Special
Servicer may exercise any right, authority or power granted by this Limited
Power of Attorney in a manner which would violate the terms of the Pooling and
Servicing Agreement, but any and all third parties dealing with either the
Trustee or the Special Servicer as LaSalle's attorney-in-fact may rely
completely, unconditionally and conclusively on the authority of the Trustee or
the Special Servicer, as applicable, and need not make any inquiry about whether
the Trustee or the Special Servicer is acting pursuant to the Pooling and
Servicing Agreement. Any purchaser, title insurance company or other third party
may rely upon a written statement by either the Trustee or the Special Servicer
that any particular Mortgage Loan or related mortgaged real property in question
is subject to and included under this Limited Power of Attorney and the Pooling
and Servicing Agreement.



                                       18.

     Any act or thing lawfully done hereunder by either the Trustee or the
Special Servicer shall be binding on LaSalle and LaSalle's successors and
assigns.

                                       19.

     This Limited Power of Attorney shall continue in full force and effect with
respect to the Trustee and the Special Servicer, as applicable, until the
earliest occurrence of any of the following events:

     19.1 with respect to the Trustee, the termination of the Trustee and its
          replacement with a successor Trustee under the terms of the Pooling
          and Servicing Agreement;

     19.2 with respect to the Special Servicer, the termination of the Special
          Servicer and its replacement with a successor Special Servicer under
          the terms of the Pooling and Servicing Agreement;

     19.3 with respect to the Trustee, the appointment of a receiver or
          conservator with respect to the business of the Trustee, or the filing
          of a voluntary or involuntary petition in bankruptcy by or against the
          Trustee;

     19.4 with respect to the Special Servicer, the appointment of a receiver or
          conservator with respect to the business of the Special Servicer, or
          the filing of a voluntary or involuntary petition in bankruptcy by or
          against the Special Servicer;

     19.5 with respect to each of the Trustee and the Special Servicer and any
          Mortgage Loan, such Mortgage Loan is no longer a part of the Trust
          Fund;

     19.6 with respect to each of the Trustee and the Special Servicer, the
          termination of the Pooling and Servicing Agreement in accordance with
          its terms; and

     19.7 with respect to the Special Servicer, the occurrence of an Event of
          Default under the Pooling and Servicing Agreement with respect to the
          Special Servicer.

     Nothing herein shall be deemed to amend or modify the Pooling and Servicing
Agreement, the Mortgage Loan Purchase Agreement or the respective rights, duties
or obligations of LaSalle under the Mortgage Loan Purchase Agreement, and
nothing herein shall constitute a waiver of any rights or remedies under the
Pooling and Servicing Agreement.

                                       20.

     Capitalized terms used but not defined herein have the respective meanings
assigned thereto in the Mortgage Loan Purchase Agreement.



                                       21.

     THIS LIMITED POWER OF ATTORNEY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

                            [Signature on next page]



     IN WITNESS WHEREOF, LaSalle has caused this instrument to be executed and
its corporate seal to be affixed hereto by its officer duly authorized as of
August 17, 2006.

                                        LASALLE BANK NATIONAL ASSOCIATION


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                                 ACKNOWLEDGEMENT

STATE OF    )
            )ss:
COUNTY OF   )

     On this 17th day of August, 2006, before me appeared __________________, to
me personally known, who, being by me duly sworn did say that he/she is the
_____________________ of LaSalle Bank National Association, and that the seal
affixed to the foregoing instrument is the corporate seal of said corporation,
and that said instrument was signed and sealed in behalf of said corporation by
authority of its board of directors, and said __________________ acknowledged
said instrument to be the free act and deed of said corporation.


                                        ----------------------------------------
                                        Name:
                                             -----------------------------------
                                               Notary Public in and for said
                                               County and State

My Commission Expires:


-------------------------------------