BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2006-PWR13

                             UNDERWRITING AGREEMENT

                               September 13, 2006

Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York  10179

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York  10036

Ladies and Gentlemen:

      Bear Stearns Commercial Mortgage Securities Inc., a Delaware corporation
(the "Depositor"), proposes to cause the issuance of, and to sell to Bear,
Stearns & Co. Inc. and Morgan Stanley & Co. Incorporated ("Morgan Stanley")
(together, the "Underwriters"), the commercial mortgage pass-through
certificates identified in Schedule I hereto (the "Certificates") pursuant to
this Underwriting Agreement, dated September 13, 2006 (this "Agreement"),
between the Depositor and the Underwriters. The Certificates will evidence
beneficial ownership interests in a trust fund (the "Trust Fund") to be formed
by the Depositor and consisting primarily of a segregated pool (the "Mortgage
Pool") of multifamily and commercial mortgage loans (the "Mortgage Loans").

      Certain of the Mortgage Loans (the "Bear Stearns Mortgage Loans") will be
acquired by the Depositor from Bear Stearns Commercial Mortgage, Inc. ("BSCMI")
pursuant to the mortgage loan purchase agreement, dated September 13, 2006 (the
"BSCMI Mortgage Loan Purchase Agreement"), between BSCMI and the Depositor.
Certain of the Mortgage Loans (the "Prudential Mortgage Loans") will be acquired
by the Depositor from Prudential Mortgage Capital Funding, LLC ("PMCF") pursuant
to the mortgage loan purchase agreement, dated September 13, 2006 (the "PMCF
Mortgage Loan Purchase Agreement"), between PMCF and the Depositor. Certain of
the Mortgage Loans (the "PCF Mortgage Loans"), will be acquired by the Depositor
from Principal Commercial Funding, LLC ("PCF") pursuant to the mortgage loan
purchase agreement, dated September 13, 2006 (the "PCF Mortgage Loan Purchase
Agreement"), between the Depositor and PCF. Certain of the Mortgage Loans (the
"PCFII Mortgage Loans"), will be acquired by the Depositor from Principal
Commercial Funding II, LLC ("PCFII") pursuant to the mortgage loan purchase
agreement, dated September 13, 2006 (the "PCFII Mortgage Loan Purchase
Agreement"), between the Depositor and PCFII. Certain of the Mortgage Loans (the
"WFB Mortgage Loans"), will be acquired by the Depositor from Wells Fargo Bank,
National Association ("WFB") pursuant to the mortgage loan purchase agreement,
dated September 13, 2006 (the "WFB Mortgage Loan Purchase Agreement"), between
the Depositor and WFB. Certain of the Mortgage Loans (the "Nationwide Mortgage
Loans"), will be acquired by the Depositor from Nationwide Life Insurance
Company ("Nationwide")




pursuant to the mortgage loan purchase agreement, dated September 13, 2006 (the
"Nationwide Mortgage Loan Purchase Agreement"), between the Depositor and
Nationwide. BSCMI, PMCF, PCF, PCFII, WFB and Nationwide collectively constitute
the "Mortgage Loan Sellers"; and the BSCMI Mortgage Loan Purchase Agreement, the
PMCF Mortgage Loan Purchase Agreement, the PCF Mortgage Loan Purchase Agreement,
the PCFII Mortgage Loan Purchase Agreement, the WFB Mortgage Loan Purchase
Agreement and the Nationwide Mortgage Loan Purchase Agreement collectively
constitute the "Mortgage Loan Purchase Agreements."

      The Trust is to be created and the Certificates are to be issued under a
pooling and servicing agreement, dated as of September 1, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, as depositor, Prudential Asset
Resources Inc., as a master servicer, Wells Fargo Bank, National Association as
a master servicer, as certificate administrator and as tax administrator, LNR
Partners, as general special servicer, and LaSalle Bank National Association, as
trustee.

      Capitalized terms used herein but not otherwise defined herein shall have
the meanings set forth in the Mortgage Loan Purchase Agreements.

      The Depositor has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (No. 333-130789) on Form S-3 for the
registration of the Certificates under the Securities Act of 1933, as amended
(the "1933 Act"), which registration statement has become effective. The
Depositor proposes to file with the Commission pursuant to Rule 424(b) under the
1933 Act a supplement to the form of prospectus included in such registration
statement relating to the Certificates and the plan of distribution thereof.
Such registration statement, including the exhibits thereto and information that
is contained in the Prospectus (as defined below) and is deemed to be part of
and included in such registration statement, as such registration statement may
have been amended or supplemented at the date of the Prospectus, is hereinafter
referred to as the "Registration Statement"; the prospectus first required to be
filed to satisfy the condition set forth in Rule 172(c) and pursuant to Rule
424(b) under the 1933 Act, is hereinafter referred to as the "Base Prospectus";
such form of supplement to the Base Prospectus relating to the Certificates, in
the form first required to be filed to satisfy the condition set forth in Rule
172(c) and pursuant to Rule 424(b) under the 1933 Act (including the Base
Prospectus as so supplemented) is hereinafter referred to as the "Prospectus
Supplement"; and the Base Prospectus and the Prospectus Supplement, together,
are hereinafter referred to as the "Prospectus".

      At or prior to the time when sales to purchasers of the Certificates were
first made, which was approximately 2:40 p.m. on September 13, 2006 (the "Time
of Sale"), the Depositor had prepared the following information (collectively,
the "Time of Sale Information"): the Depositor's Free Writing Prospectus dated
August 31, 2006 (the cover page of which is attached hereto as Annex A) to the
Depositor's Prospectus dated August 31, 2006, the Depositor's Free Writing
Prospectus dated September 12, 2006 that replaces certain collateral information
set forth in the Depositor's Free Writing Prospectus dated August 31, 2006, the
Term Sheet dated August 31, 2006, relating to the Certificates, and each
"free-writing prospectus" (as defined pursuant to Rule 405 under the 1933 Act)
(a "Free Writing Prospectus") the first page of each of which is attached as
Annex B hereto. If, subsequent to the date of this Agreement, the Depositor and
the Underwriters determine that such information included an untrue statement of
material


                                       -2-



fact or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading and terminate their old purchase contracts and enter into
new purchase contracts with investors in the Certificates, then "Time of Sale
Information" will refer to the information conveyed to purchasers at the time of
entry into the first such new purchase contract, including any information that
corrects such material misstatements or omissions ("Corrective Information") and
"Time of Sale" will refer to the time and date on which such new purchase
contracts were entered into.

      (1)   Representations and Warranties.

            (a)     The Depositor represents and warrants to the Underwriters as
            follows:

            (i)     The Registration Statement has become effective; no stop
order suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending or, to the Depositor's
knowledge, threatened by the Commission; the Registration Statement as of its
effective date or deemed effective date pursuant to Rule 430B under the 1933 Act
(the "Effective Date"), and the Prospectus, as of the date of the Prospectus
Supplement, complied in all material respects with the applicable requirements
of the 1933 Act and the rules and regulations thereunder (the "1933 Act
Regulations"); and the information in the Registration Statement, as of the
Effective Date, did not contain any untrue statement of a material fact and did
not omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading and the information in the
Prospectus, as of the date of the Prospectus Supplement, did not, and as of the
Closing Date (as defined below), will not, contain an untrue statement of a
material fact and did not and will not omit to state a material fact necessary
in order to make the information therein, in the light of the circumstances
under which they were made, not misleading, provided, however, that the
Depositor makes no representations, warranties or agreements as to (A) the
information contained in the Prospectus or any revision or amendment thereof or
supplement thereto in reliance upon and in conformity with information furnished
in writing to the Depositor by any Underwriter on behalf of itself or the other
Underwriters specifically for use in connection with the preparation of the
Prospectus or any revision or amendment thereof or supplement thereto (the
"Underwriter Information"), (B) any information contained in or omitted from the
portions of the Prospectus Supplement for which the Mortgage Loan Sellers are
obligated to indemnify the Underwriters under the Indemnification Agreements,
each dated as of September 13, 2006, between the respective Mortgage Loan
Seller, the Depositor and the Underwriters (the "Mortgage Loan Seller
Information"), (C) untrue statements or omissions in the portions of the
Prospectus Supplement under the heading "Yield and Maturity Considerations" that
arise out of or are based upon untrue statements or omissions in the Mortgage
Loan Seller Information or (D) any information contained in or omitted from the
portions of the Prospectus Supplement for which one or more of the initial
Master Servicers, the initial Primary Servicers, the initial General Special
Servicer, the initial Certificate Administrator and the initial Trustee are
obligated to indemnify the Underwriters under (i) the Representation and
Indemnification Agreement, dated as of September 13, 2006, between the
Depositor, the Underwriters and Wells Fargo Bank, (ii) each of the
Representation and Indemnification Agreements, both dated as of September 13,
2006, between the Depositor, the Underwriters and each of the initial Primary
Servicers, (iii) the Representation and Indemnification Agreement, dated as of
September 13, 2006, between the Depositor, the Underwriters and the initial
General Special Servicer, (iv) the Representation and


                                       -3-



Indemnification Agreement, dated as of September 13, 2006, between the
Depositor, the Underwriters and the initial Certificate Administrator, (v) the
Representation and Indemnification Agreement, dated as of September 13, 2006,
between the Depositor, the Underwriters and the initial Trustee, and/or (vi) the
Indemnification Agreement, dated as of September 13, 2006, between the Depositor
and Prudential Asset Resources, Inc. (of which the Underwriters are third party
beneficiaries) (the "Servicer/Trustee Information"). The parties acknowledge
that the Underwriter Information consist of the first, second, third and fourth
sentences of the final paragraph of the cover page, and the second, fourth and
eighth paragraphs of the section titled "Plan of Distribution" in the
Prospectus.

            (ii)    The Time of Sale Information, at the Time of Sale, did not,
and at the Closing Date will not, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided that the Depositor makes no representation and warranty
with respect to (A) any statements or omissions made in reliance upon and in
conformity with the Underwriter Information, (B) any Mortgage Loan Seller
Information contained in or omitted from such Time of Sale Information or (C)
any Servicer/Trustee Information contained in or omitted from such Time of Sale
Information. The parties acknowledge that none of the Underwriters has furnished
any Underwriter Information to the Depositor expressly for use in the Time of
Sale Information.

            (iii)   Other than the Prospectus, the Depositor (including its
agents and representatives other than the Underwriters in their capacity as
such) has not made, used, prepared, authorized, approved or referred to and will
not make, use, prepare, authorize, approve or refer to any "written
communication" (as defined in Rule 405 under the 1933 Act) that constitutes an
offer to sell or solicitation of an offer to buy the Certificates other than (i)
any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of
the 1933 Act or Rule 134 under the 1933 Act, (ii) the Time of Sale Information,
and (iii) each other written communication of the Depositor or its agents and
representatives approved by the Underwriters either in writing in advance or in
any other manner mutually agreed by the Underwriters and the Depositor (each
such communication referred to in clause (ii) and this clause (iii) constituting
an "issuer free writing prospectus", as defined in Rule 433(h) under the 1933
Act, being referred to as an "Issuer Free Writing Prospectus"). Each such Issuer
Free Writing Prospectus complied or, if used after the date hereof, will comply,
in all material respects with the 1933 Act and the rules and regulations
promulgated thereunder, has been filed or will be filed in accordance with
Section 4 (to the extent required thereby) and did not at the Time of Sale, and
at the Closing Date will not, contain any untrue statements of a material fact
or (when read in conjunction with the other Time of Sale Information) omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided
that the Depositor makes no representation and warranty with respect to (i) any
statements or omissions made in reliance upon and in conformity with the
Underwriter Information or (ii) any Mortgage Loan Seller Information contained
in or omitted from any Issuer Free Writing Prospectus. The parties acknowledge
that none of the Underwriters has furnished any Underwriter Information to the
Depositor expressly for use in any Issuer Free Writing Prospectus.


                                       -4-



            (iv)    The Depositor has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware with corporate power and authority to enter into and perform its
obligations under this Agreement and the Pooling and Servicing Agreement.

            (v)     The execution, delivery and performance of this Agreement
and the Pooling and Servicing Agreement by the Depositor and the consummation of
the transactions contemplated herein and therein by the Depositor and compliance
by the Depositor with its obligations hereunder and thereunder have been duly
authorized by all necessary corporate action and will not (A) contravene any
provision of the certificate of incorporation or by-laws of the Depositor or
applicable law or (B) conflict with or constitute a breach of or default under,
or result in the creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Depositor pursuant to, any contract, indenture,
mortgage, loan agreement, note, lease or other instrument to which the Depositor
is a party or by which it may be bound or to which any of the property or assets
of the Depositor is subject, which conflict, breach, default, lien, charge or
encumbrance is reasonably likely to materially and adversely affect the
Depositor's ability to perform its obligations under this Agreement or the
Pooling and Servicing Agreement.

            (vi)    The Certificates have been duly authorized for issuance and
sale (or will have been so authorized prior to the issuance thereof) pursuant to
this Agreement and the Pooling and Servicing Agreement. When issued,
authenticated and delivered pursuant to the provisions of this Agreement and of
the Pooling and Servicing Agreement against payment of the consideration
therefor in accordance with this Agreement, the Certificates will be duly and
validly issued and outstanding and entitled to the benefits provided by the
Pooling and Servicing Agreement, except as enforceability thereof may be limited
by the effect of (A) bankruptcy, insolvency, reorganization, receivership,
moratorium or other similar laws affecting the enforcement of the rights of
creditors generally, and (B) general principles of equity, whether enforcement
is sought in a proceeding in equity or at law. The Certificates and the Pooling
and Servicing Agreement conform in all material respects to all statements
relating thereto contained in the Prospectus.

            (vii)   No authorization, approval or consent of any court or
governmental authority or agency is necessary in connection with the offering,
issuance or sale of the Certificates hereunder, except such as have been, or as
of the Closing Date will have been, obtained or such as may otherwise be
required under applicable state securities laws in connection with the purchase
and offer and sale of the Certificates by the Underwriters and any recordation
of the respective assignments of the Mortgage Loans to the Trustee pursuant to
the Pooling and Servicing Agreement that have not yet been completed.

            (viii)  This Agreement has been, and as of the Closing Date the
Pooling and Servicing Agreement will be, duly authorized, executed and delivered
by the Depositor. This Agreement constitutes, and as of the Closing Date the
Pooling and Servicing Agreement will constitute, a legal, valid and binding
agreement enforceable against the Depositor in accordance with its terms, except
as such enforceability may be limited by the effect of (A) bankruptcy,
insolvency, reorganization, receivership, moratorium or other similar laws
affecting the enforcement of the rights of creditors generally, (B) general
principles of equity, whether


                                       -5-



enforcement is sought in a proceeding in equity or at law, and (C) public policy
considerations underlying the securities laws, to the extent that such public
policy considerations limit the enforceability of the provisions of this
Agreement that purport or are construed to provide indemnification from
securities law liabilities.

            (ix)    At the time of the execution and delivery of the Pooling and
Servicing Agreement, the Depositor (A) will convey to the Trustee, or cause to
be conveyed to the Trustee, all of the Depositor's right, title and interest in
and to the Mortgage Loans, free and clear of any lien, mortgage, pledge, charge,
encumbrance, adverse claim or other security interest (collectively "Liens")
granted by or imposed upon the Depositor, (B) will not have assigned to any
other person any of its right, title or interest in the Mortgage Loans or in the
Pooling and Servicing Agreement or the Certificates, and (C) will have the power
and authority to transfer or cause to be transferred its right, title and
interest in the Mortgage Loans to the Trustee and to sell the Certificates to
the Underwriters. Upon execution and delivery of the Pooling and Servicing
Agreement by the Trustee, the Trustee will have acquired ownership of all of the
Depositor's right, title and interest in and to the Mortgage Loans except to the
extent disclosed in the Prospectus, and upon delivery to the Underwriters of the
Certificates pursuant hereto, each Underwriter will have good title to the
Certificates purchased by such Underwriter, in each case free of Liens granted
by or imposed upon the Depositor.

            (x)     The Depositor is not, and the issuance and sale of the
Certificates in the manner contemplated by the Prospectus will not cause the
Depositor or the Trust Fund to be, subject to registration or regulation as an
"investment company" under the Investment Company Act of 1940, as amended (the
"1940 Act").

            (xi)    Under generally accepted accounting principles ("GAAP") and
for federal income tax purposes, the Depositor will report the transfer of the
Mortgage Loans to the Trustee in exchange for the Certificates and the sale of
the Certificates to the Underwriters pursuant to this Agreement as a sale of the
interest in the Mortgage Loans evidenced by the Certificates. The consideration
received by the Depositor upon the sale of the Certificates to the Underwriters
will constitute at least reasonably equivalent value and fair consideration for
the Certificates. The Depositor will be solvent at all relevant times prior to,
and will not be rendered insolvent by, the sale of the Certificates to the
Underwriters. The Depositor is not selling the Certificates to the Underwriters
with any intent to hinder, delay or defraud any of the creditors of the
Depositor.

            (xii)   The Depositor has not relied on the Underwriters for any
tax, regulatory, accounting or other advice with respect to compliance with or
registration under any statute, rule or regulation of any governmental,
regulatory, administrative or other agency or authority. The Depositor
acknowledges and agrees that (i) the terms of this Agreement and the offering
(including the price of the Certificates) were negotiated at arm's length
between sophisticated parties represented by counsel; (ii) no fiduciary,
advisory or agency relationship between the Depositor and the Underwriters has
been created as a result of any of the transactions contemplated by this
Agreement, irrespective of whether any Underwriter has advised or is advising
the Depositor on other matters; (iii) the Underwriters' obligations to the
Depositor in respect of the offering, and the purchase and sale, of the
Certificates are set forth in this Agreement in their entirety; and (iv) it has
obtained such legal, tax, accounting and other advice as it deems appropriate
with respect to this Agreement and the transactions contemplated hereby


                                       -6-



and any other activities undertaken in connection therewith, and it is not
relying on the Underwriters with respect to any such matters.

            (xiii)  The Trust Fund (other than those portions specified in the
Pooling and Servicing Agreement) will qualify as three separate real estate
mortgage investment conduits (each, a "REMIC") for federal income tax purposes
pursuant to Section 860D of the Internal Revenue Code of 1986, as amended (the
"Code"); the REMIC III Regular Certificates will constitute "regular interests"
in a REMIC; and the Class R Certificates will evidence the sole class of
"residual interests" in each related REMIC.

            (xiv)   There are no legal or governmental proceedings pending or,
to the knowledge of the Depositor, threatened to which the Depositor is a party
or to which any of the properties of the Depositor are subject that are required
to be described in the Prospectus or the Time of Sale Information or necessary
in order to make the statements therein in the light of the circumstances under
which they were made, not misleading and that are not so described, nor are
there any contracts or other documents to which the Depositor is a party or to
which the Depositor or any of the properties of the Depositor are subject that
are required to be described in the Prospectus.

            (xv)    At the Closing Date, the respective classes of Certificates
shall have been assigned ratings no lower than those set forth in Schedule I
hereto by the nationally recognized statistical rating organizations identified
in Schedule I hereto (the "Rating Agencies").

            (xvi)   Any taxes, fees and other governmental charges in connection
with the execution, delivery and issuance of this Agreement, the Pooling and
Servicing Agreement and the Certificates payable by the Depositor (other than
income taxes) have been paid or will be paid at or prior to the Closing Date.

            (xvii)  None of the Depositor or any of its affiliates does business
with the government of Cuba or with any person or affiliate located in Cuba
within the meaning of Section 517.075, Florida Statutes.

            (xviii) The Depositor is not, and on the date on which the first
bona fide offer of the Certificates is made (within the meaning of Rule
164(h)(2) under the 1933 Act) will not be, an "ineligible issuer," as defined in
Rule 405 under the 1933 Act.

            (b)     Each Underwriter represents and warrants to the Depositor
            that, as of the date hereof and as of the Closing Date, such
            Underwriter has complied with all of its obligations hereunder.

      (2)   Purchase and Sale.

      Subject to the terms and conditions herein set forth and in reliance upon
the representations and warranties herein contained, the Depositor shall sell to
the Underwriters, and each Underwriter shall, severally and not jointly,
purchase from the Depositor, at the related purchase price set forth on Schedule
I hereto, Certificates of each class thereof having an actual or notional amount
as set forth on Schedule I hereto opposite their names. There will be added


                                       -7-



to the purchase price of the Certificates an amount equal to interest accrued
thereon pursuant to the terms thereof from September 1, 2006 to but excluding
the Closing Date.

      (3)   Delivery and Payment.

      Payment of the aggregate purchase price for, and delivery of, the
Certificates shall be made at 10:00 a.m. New York City time on September [27],
2006, which date and time may be postponed by agreement between the Underwriters
and the Depositor (such time and date of payment and delivery, the "Closing
Date"). Payment shall be made to the Depositor by the Underwriters of the
purchase prices of the Certificates as set forth in Schedule I in immediately
available Federal funds wired to such bank as may be designated by the
Depositor, against delivery of the Certificates. Delivery of the Certificates
will be made in book-entry form through the facilities of The Depository Trust
Company ("DTC"). Each class of Certificates will be represented by one or more
definitive global Certificates to be deposited by or on behalf of the Depositor
with DTC or the Trustee. The Certificates will be made available for examination
by the Underwriters not later than 10:00 a.m. New York City time on the last
business day prior to the Closing Date. The closing of the transactions
contemplated hereby shall be made at the offices of Sidley Austin LLP, 787
Seventh Avenue, New York, New York 10019, or at such other place as shall be
agreed upon by the Underwriters and the Depositor.

      (4)   Offering by Underwriters; Free Writing Prospectuses.

            (a)     It is understood that the Underwriters propose to offer the
            Certificates for sale as set forth in the Prospectus. It is further
            understood that the Depositor, in reliance upon Policy Statement
            105, has not and will not file an offering statement pursuant to
            Section 352-e of the General Business Law of the State of New York
            with respect to the Certificates. Each Underwriter severally and not
            jointly therefore agrees that sales of the Certificates made by such
            Underwriter in and from the State of New York will be made only to
            institutional investors within the meaning of Policy Statement 105.

            (b)     In connection with the offering of the Certificates, the
            Underwriters may each prepare and provide to prospective investors
            Free Writing Prospectuses (as defined below), or portions thereof,
            which the Depositor is required to file with the Commission in
            electronic format and will use reasonable efforts to provide to the
            Depositor such Free Writing Prospectuses, or portions thereof, in
            either Microsoft Word(R) or Microsoft Excel(R) format and not in a
            PDF, except to the extent that the Depositor, in its sole
            discretion, waives such requirements, subject to the following
            conditions (to which such conditions each Underwriter agrees
            (provided that no Underwriter shall be responsible for any breach of
            the following conditions by any other Underwriter)):

                    (i)     Unless preceded or accompanied by the Prospectus,
the Underwriters shall not convey or deliver any written communication to any
person in connection with the initial offering of the Certificates, unless such
written communication (1) is made in reliance on Rule 134 under the 1933 Act,
(2) constitutes a prospectus satisfying the requirements of Rule 430B under the
1933 Act or (3) constitutes Time of Sale Information or a Free Writing


                                       -8-



Prospectus that does not constitute Time of Sale Information. The Underwriters
shall not convey or deliver in connection with the initial offering of the
Certificates any "ABS informational and computational material," as defined in
Item 1101(a) of Regulation AB under the 1933 Act ("ABS Informational and
Computational Material"), in reliance upon Rules 167 and 426 under the 1933 Act.

                    (ii)    Each Underwriter shall deliver to the Depositor, no
later than two business days prior to the date of first use thereof or such
later date as may be agreed to by the Depositor, (a) any Free Writing Prospectus
that was prepared by or on behalf of such Underwriter (an "Underwriter Free
Writing Prospectus") and that contains any "issuer information," as defined in
Rule 433(h) under the 1933 Act and footnote 271 of the Commission's Securities
Offering Reform Release No. 33-8591 ("Issuer Information") (which the parties
hereto agree includes, without limitation, Mortgage Loan Seller Information),
and (b) any Free Writing Prospectus or portion thereof prepared by or on behalf
of such Underwriter that contains only a description of the final terms of the
Certificates. Notwithstanding the foregoing, any Free Writing Prospectus that
contains only ABS Informational and Computational Materials may be delivered by
an Underwriter to the Depositor not later than the later of (A) two business
days prior to the due date for filing of the Prospectus pursuant to Rule 424(b)
under the 1933 Act or such later date as may be agreed to by the Depositor or
(B) the date of first use of such Free Writing Prospectus.

                    (iii)   Each Underwriter represents and warrants to the
Depositor that the Free Writing Prospectuses to be furnished to the Depositor by
such Underwriter pursuant to Section 4(b)(ii) will constitute all Free Writing
Prospectuses of the type described therein that were furnished to prospective
investors by such Underwriter in connection with its offer and sale of the
Certificates.

                    (iv)    Each Underwriter represents and warrants to the
Depositor that each Free Writing Prospectus required to be provided by it to the
Depositor pursuant to Section 4(b)(ii) did not, as of the Time of Sale, and will
not as of the Closing Date, include any untrue statement of a material fact or
omit any material fact necessary to make the statements contained therein (when
read in conjunction with the Time of Sale Information), in light of the
circumstances under which they were made, not misleading; provided, however,
that such Underwriter makes no representation to the extent such misstatements
or omissions were the result of any inaccurate Issuer Information, which
information was not corrected by Corrective Information subsequently supplied by
the Depositor or any Mortgage Loan Seller to such Underwriter within a
reasonable period of time prior to the Time of Sale.

                    (v)     The Depositor agrees to file with the Commission the
following:

                            (A)   Any Issuer Free Writing Prospectus;

                            (B)   Any Free Writing Prospectus or portion thereof
            delivered by any Underwriter to the Depositor pursuant to Section
            4(b)(ii); and

                            (C)   Any Free Writing Prospectus for which the
            Depositor or any person acting on its behalf provided, authorized or
            approved information that


                                       -9-



            is prepared and published or disseminated by a person unaffiliated
            with the Depositor or any other offering participant that is in the
            business of publishing, radio or television broadcasting or
            otherwise disseminating communications.

            Notwithstanding the foregoing, the Depositor shall not be required
            to file (1) Issuer Information contained in any Underwriter Free
            Writing Prospectus or Free Writing Prospectus of any other offering
            participant other than the Depositor, if such information is
            included or incorporated by reference in a prospectus or Free
            Writing Prospectus previously filed with the Commission that relates
            to the offering of the Certificates, or (2) any Free Writing
            Prospectus or portion thereof that contains a description of the
            Certificates or the offering of the Certificates which does not
            reflect the final terms thereof.

                    (vi)    Any Free Writing Prospectus required to be filed
pursuant to Section 4(b)(v) by the Depositor shall be filed with the Commission
not later than the date of first use of the Free Writing Prospectus, except
that:

                            (A)   Any Free Writing Prospectus or portion thereof
            required to be filed that contains only the description of the final
            terms of the Certificates shall be filed by the Depositor with the
            Commission within two days of the later of the date such final terms
            have been established for all classes of Certificates and the date
            of first use;

                            (B)   Any Free Writing Prospectus or portion thereof
            required to be filed that contains only ABS Informational and
            Computational Material shall be filed by the Depositor with the
            Commission not later than the later of the due date for filing the
            final Prospectus relating to the Certificates pursuant to Rule
            424(b) under the 1933 Act or two business days after the first use
            of such Free Writing Prospectus; and

                            (C)   Any Free Writing Prospectus required to be
            filed pursuant to Section 4(b)(v)(C) shall, if no payment has been
            made or consideration has been given by or on behalf of the
            Depositor for the Free Writing Prospectus or its dissemination, be
            filed by the Depositor with the Commission not later than four
            business days after the Depositor becomes aware of the publication,
            radio or television broadcast or other dissemination of the Free
            Writing Prospectus.

                    (vii)   Each Underwriter shall file with the Commission any
Free Writing Prospectus that is used or referred to by it and distributed by or
on behalf of such Underwriter in a manner reasonably designed to lead to its
broad, unrestricted dissemination not later than the date of the first use of
such Free Writing Prospectus.

                    (viii)  Notwithstanding the provisions of Section 4(b)(vii),
each Underwriter shall file with the Commission any Free Writing Prospectus for
which such Underwriter or any person acting on its behalf provided, authorized
or approved information that is prepared and published or disseminated by a
person unaffiliated with the Depositor or any other offering participant that is
in the business of publishing, radio or television broadcasting or


                                      -10-



otherwise disseminating written communications and for which no payment was made
or consideration given by or on behalf of the Depositor or any other offering
participant, not later than four business days after such Underwriter becomes
aware of the publication, radio or television broadcast or other dissemination
of the Free Writing Prospectus.

                    (ix)    Notwithstanding the provisions of Sections 4(b)(v)
and 4(b)(vii), neither the Depositor nor any Underwriter shall be required to
file any Free Writing Prospectus that does not contain substantive changes from
or additions to a Free Writing Prospectus previously filed with the Commission,
and neither Underwriter shall be required to file any Free Writing Prospectus to
the extent that the information contained therein is included in a prospectus or
Free Writing Prospectus previously filed that relates to the offering of the
Certificates.

                    (x)     The Depositor and the Underwriters each agree that
any Free Writing Prospectuses prepared by it shall contain the following legend,
or substantially equivalent legend that complies with Rule 433 of the Act:

                    The depositor has filed a registration statement (including
                    a prospectus) with the SEC for the offering to which this
                    communication relates. Before you invest, you should read
                    the prospectus in that registration statement and other
                    documents the depositor has filed with the SEC for more
                    complete information about the depositor, the issuing trust,
                    and this offering. You may get these documents for free by
                    visiting EDGAR on the SEC Web site at www.sec.gov.
                    Alternatively, the depositor, any underwriter or any dealer
                    participating in the offering will arrange to send you the
                    prospectus if you request it by calling toll-free
                    1-866-803-9204.

                    (xi)    The Depositor and each Underwriter agree to retain
all Free Writing Prospectuses that they have used and that are not required to
be filed pursuant to this Section 4 for a period of three years following the
initial bona fide offering of the Certificates.

                    (xii)   (A)   In the event that the Depositor becomes aware
            that, as of the Time of Sale, any Issuer Free Writing Prospectus
            contains any untrue statement of a material fact or omits to state a
            material fact necessary in order to make the statements contained
            therein (when read in conjunction with the Time of Sale
            Information), in light of the circumstances under which they were
            made, not misleading (a "Defective Issuer Free Writing Prospectus"),
            the Depositor shall notify the Underwriters of such untrue statement
            or omission within one business day after discovery and the
            Depositor shall, if requested by the Underwriters, prepare and
            deliver to the Underwriters a Free Writing Prospectus that corrects
            the material misstatement or omission in the Defective Issuer Free
            Writing Prospectus (such corrected Issuer Free Writing Prospectus, a
            "Corrected Issuer Free Writing Prospectus").

                            (B)   In the event that any Underwriter becomes
            aware that, as of the Time of Sale, any Underwriter Free Writing
            Prospectus delivered to an investor in any Certificates contained
            any untrue statement of a material fact or


                                      -11-



            omitted to state a material fact necessary in order to make the
            statements contained therein (when read in conjunction with the Time
            of Sale Information), in light of the circumstances under which they
            were made, not misleading (together with a Defective Issuer Free
            Writing Prospectus, a "Defective Free Writing Prospectus"), such
            Underwriter shall notify the Depositor of such untrue statement or
            omission within one business day after discovery.

                            (C)   The Underwriters shall, if requested by the
            Depositor:

                                  (1)   if the Defective Free Writing Prospectus
                    was an Underwriter Free Writing Prospectus, prepare a Free
                    Writing Prospectus that corrects the material misstatement
                    in or omission from the Defective Free Writing Prospectus
                    (together with a Corrected Issuer Free Writing Prospectus, a
                    "Corrected Free Writing Prospectus");

                                  (2)   deliver the Corrected Free Writing
                    Prospectus to each investor which received the Defective
                    Free Writing Prospectus prior to entering into a contract of
                    sale with such investor;

                                  (3)   notify such investor in a prominent
                    fashion that the prior contract of sale with the investor
                    has been terminated, and of the investor's rights as a
                    result of termination of such agreement;

                                  (4)   provide such investor with an
                    opportunity to affirmatively agree to purchase the
                    Certificates on the terms described in the Corrected Free
                    Writing Prospectus; and

                                  (5)   comply with any other requirements for
                    reformation of the original contract of sale with such
                    investor, as described in Section IV.A.2.c of Commission's
                    Securities Offering Reform Release No. 33-8591.

                            (D)   In the event that the Defective Free Writing
                    Prospectus was an Issuer Free Writing Prospectus, and the
                    Underwriters shall in good faith incur any costs to an
                    investor in connection with the reformation of the contract
                    of sale with the investor, the Depositor agrees to reimburse
                    the Underwriters for such costs; provided that, before
                    incurring such costs, the Underwriters first permits the
                    Depositor access to the applicable investor and an
                    opportunity to attempt to mitigate such costs through direct
                    negotiation with such investor.

            (xiii)  Each Underwriter covenants with the Depositor that after the
Prospectus is available such Underwriter shall not distribute any written
information concerning the Certificates to a prospective investor unless such
information is preceded or accompanied by the Prospectus.

            (c)     Each Underwriter further represents and warrants that (1) it
            has only communicated or caused to be communicated and will only
            communicate or


                                      -12-



            cause to be communicated an invitation or inducement to engage in
            investment activity (within the meaning of Section 21 of the
            Financial Services and Markets Act 2000 (the "FSMA")) received by it
            in connection with the issue or sale of Certificates in
            circumstances in which Section 21(1) of the FSMA does not apply to
            the issuer, (2) it has complied and will comply with all applicable
            provisions of the FSMA with respect to anything done by it in
            relation to Certificates in, from or otherwise involving the United
            Kingdom and (3) it has offered and sold Certificates only to, or
            directed at, persons who:

                    (i)   are outside the United Kingdom;

                    (ii)  have professional experience in participating in
unregulated collective investment schemes;  or

                    (iii) are persons falling within Articles 49(2)(A) through
(D) or 19 of the FSMA (Financial Promotion) Order 2005.

      (5)   Covenants of the Depositor.

      The Depositor covenants with each Underwriter as follows:

            (a)     The Depositor will give each of the Underwriters notice of
            its intention to prepare, use, authorize, approve, refer to or file
            any Issuer Free Writing Prospectus or to file or prepare (i) any
            amendment to the Registration Statement at any time prior to the
            Closing Date or (ii) any amendment or supplement to the Prospectus
            (including any revised prospectus that the Depositor proposes for
            use by the Underwriters in connection with the offering of the
            Certificates and that differs from the prospectus on file at the
            Commission at the time the Registration Statement became effective,
            whether or not such revised prospectus is required to be filed
            pursuant to Rule 424(b) of the 1933 Act Regulations) at any time
            during the period when a prospectus relating to the Certificates is
            required to be delivered under the 1933 Act, and the Depositor will
            furnish the Underwriters with copies of any such Issuer Free Writing
            Prospectus, amendment or supplement a reasonable amount of time
            prior to such proposed filing or use, as the case may be, and will
            not prepare, use, authorize, approve, refer to or file any such
            Issuer Free Writing Prospectus or file any such amendment or
            supplement or use any such prospectus to which the Underwriters
            shall reasonably object.

            (b)     The Depositor will promptly give each Underwriter notice of
            (i) any request by the Commission for any amendment of the
            Registration Statement or the Prospectus or for any additional
            information relating to the Certificates, (ii) any written
            notification received by the Depositor of suspension of
            qualification of the Certificates for sale in any jurisdiction or
            the initiation or threatening of any proceeding for such purpose and
            (iii) the issuance by the Commission of any stop order suspending
            the effectiveness of the Registration Statement or the institution
            or, to the knowledge of the Depositor, threatening any proceeding
            for that purpose. The Depositor will use its best efforts to prevent
            the issuance of any


                                      -13-



            such stop order and, if issued, to obtain as soon as possible the
            withdrawal thereof.

            (c)     The Depositor will cause the Prospectus to be transmitted to
            the Commission for filing pursuant to Rule 424(b) under the 1933 Act
            by means reasonably calculated to result in filing with the
            Commission pursuant to said rule. Subject to Section 4, the
            Depositor will cause each Issuer Free Writing Prospectus to be
            transmitted for filing pursuant to Rule 433 under the 1933 Act by
            means reasonably calculated to result in filing with the Commission
            pursuant to said rule.

            (d)     The Depositor will furnish to each Underwriter, from time to
            time during the period when a prospectus relating to the
            Certificates is required to be delivered under the 1933 Act, such
            number of copies of the Prospectus and each Free Writing Prospectus
            (as amended or supplemented) as such Underwriter may reasonably
            request for the purposes contemplated by the 1933 Act or the
            Securities Exchange Act of 1934, as amended (the "1934 Act") or the
            respective applicable rules and regulations of the Commission
            thereunder.

            (e)     If, during the period after the first date of the public
            offering of the Certificates in which a prospectus relating to the
            Certificates is required to be delivered under the 1933 Act, any
            event shall occur as a result of which it is necessary to amend or
            supplement the Prospectus in order to make the Prospectus not
            misleading in the light of the circumstances existing at the time it
            is delivered to an investor in the Certificates, if the Depositor
            has actual knowledge of the event, and if the event is not otherwise
            disclosed in a filing to the Registration Statement pursuant to
            Section 13 or 15(d) of the 1934 Act, the Depositor will forthwith
            amend or supplement the Prospectus so that, as so amended or
            supplemented, the Prospectus will not include an untrue statement of
            a material fact or omit to state a material fact necessary in order
            to make the statements therein, in the light of the circumstances
            existing at the time it is delivered to a purchaser, not misleading,
            and the Depositor will furnish to each Underwriter a reasonable
            number of copies of such amendment or supplement.

            (f)     The Depositor will endeavor to arrange for the qualification
            of the Certificates for sale under the applicable securities laws of
            such states and other jurisdictions of the United States as the
            Underwriters may reasonably designate and will maintain such
            qualification in effect so long as required for the initial
            distribution of Certificates; provided, however, that the Depositor
            shall not be obligated to qualify as a foreign corporation in any
            jurisdiction in which it is not so qualified or to file a general
            consent to service of process in any jurisdiction.

            (g)     The Depositor will use the net proceeds received by it from
            the sale of the Certificates in the manner specified in the
            Prospectus under "Use of Proceeds".

            (h)     Whether or not the transactions contemplated by this
            Agreement are consummated, the Depositor will pay or cause to be
            paid all expenses incident to


                                      -14-



            the performance of the obligations of the Depositor under this
            Agreement, including, without limitation, (i) the fees,
            disbursements and expenses of the Depositor's counsel and
            accountants in connection with the purchase of the Mortgage Loans
            and the issuance and sale of the Certificates, (ii) all fees and
            expenses incurred in connection with the registration and delivery
            of the Certificates under the 1933 Act, and all other fees or
            expenses in connection with the preparation and filing of the
            Registration Statement, the Time of Sale Information, any Issuer
            Free Writing Prospectus, the Prospectus and amendments and
            supplements to any of the foregoing, including all printing costs
            associated therewith, and the mailing and delivering of copies
            thereof to the Underwriters and dealers, in the quantities specified
            above, (iii) all costs and expenses related to the transfer and
            delivery of the Certificates to the Underwriters, including any
            transfer or other taxes payable thereon, (iv) the costs of printing
            or producing any "blue sky" memorandum in connection with the offer
            and sale of the Certificates under state securities laws and all
            expenses in connection with the qualification of the Certificates
            for the offer and sale under state securities laws as provided in
            Section 5(f), including filing fees and the reasonable fees and
            disbursements of counsel for the Underwriters in connection with
            such qualification and in connection with the "blue sky" memorandum,
            (v) the cost of printing the Certificates, (vi) the upfront costs
            and charges of any transfer agent, registrar or depository, (vii)
            the fees and expenses of the rating agencies incurred in connection
            with the issuance and sale of the Certificates and (viii) all other
            costs and expenses incident to the performance of the obligations of
            the Depositor hereunder for which provision is not otherwise made in
            this Section. Except as herein provided, the Underwriters shall be
            responsible for the payment of all costs and expenses incurred by
            them, including, without limitation, (i) the fees and disbursements
            of counsel of the Underwriters and (ii) such additional costs
            arising out of any Free Writing Prospectuses prepared by or on
            behalf of the Underwriters and the filing of such materials, if
            required, with the Commission.

            (i)     The Depositor shall obtain a letter from Deloitte & Touche
            LLP, certified public accountants, satisfactory in form and
            substance to the Depositor and the Underwriters, to the effect that
            such accountants have performed certain specified procedures, all of
            which have been agreed to by the Depositor and the Underwriters, as
            a result of which they have determined that the information included
            in the Time of Sale Information that the accountants have examined
            in accordance with such agreed upon procedures, is accurate except
            as to such matters that are not deemed by the Depositor or the
            Underwriters to be material.

      (6)   Conditions of Underwriters' Obligations.

      Each Underwriter's obligation to purchase the Certificates allocated to it
as set forth on Schedule I hereto shall be subject to the accuracy in all
material respects of the representations and warranties on the part of the
Depositor contained herein as of the date hereof and as of the Closing Date, to
the performance by the Depositor in all material respects of its obligations
hereunder and to the following conditions:


                                      -15-



            (a)     No stop order suspending the effectiveness of the
            Registration Statement shall be in effect, and no proceedings for
            that purpose shall be pending or, to the Depositor's knowledge,
            threatened by the Commission and the Prospectus Supplement and each
            Free Writing Prospectus required to be filed by the Depositor
            pursuant to Section 4(b) shall have been filed or transmitted for
            filing by means reasonably calculated to result in a filing with the
            Commission pursuant to Rule 424(b) under the 1933 Act or Rule 433
            under the 1933 Act, as applicable.

            (b)     On the Closing Date, such Underwriter shall have received:

                    (i)     One or more opinions, dated the Closing Date, of
counsel to the Depositor, in form and substance satisfactory to such
Underwriter, substantially to the effect that:

                            (A)   The Depositor is a corporation in good
            standing under the laws of the State of Delaware.

                            (B)   The Depositor has corporate power and
            authority to enter into and perform its obligations under this
            Agreement and the Pooling and Servicing Agreement.

                            (C)   Each of this Agreement and the Pooling and
            Servicing Agreement has been duly authorized, executed and delivered
            by the Depositor. Upon due authorization, execution and delivery by
            the other parties thereto, the Pooling and Servicing Agreement will
            constitute a valid, legal and binding agreement of the Depositor,
            enforceable against the Depositor in accordance with its terms,
            except as enforceability may be limited by (1) bankruptcy,
            insolvency, liquidation, receivership, moratorium, reorganization or
            other similar laws affecting the enforcement of the rights of
            creditors generally, (2) general principles of equity, whether
            enforcement is sought in a proceeding in equity or at law and (3)
            such other exceptions as are reasonably acceptable to the
            Underwriters.

                            (D)   The Certificates, when duly and validly
            executed, authenticated and delivered in accordance with the Pooling
            and Servicing Agreement and paid for in accordance with this
            Agreement, will be entitled to the benefits of the Pooling and
            Servicing Agreement.

                            (E)   The Registration Statement was declared
            effective under the 1933 Act and, to the best of such counsel's
            knowledge and information, no stop order suspending the
            effectiveness of the Registration Statement has been issued under
            the 1933 Act and not withdrawn, and no proceedings for that purpose
            have been initiated or threatened by the Commission.

                            (F)   At the time it became effective, the
            Registration Statement (other than any financial or statistical
            information included or incorporated by reference therein, as to
            which no opinion need be rendered) complied as to form in all
            material respects with the requirements of the 1933 Act and the 1933
            Act Regulations.


                                      -16-



                            (G)   To such counsel's knowledge and information,
            there are no material contracts, indentures, or other documents of
            the Depositor required to be described or referred to in the
            Registration Statement or to be filed as exhibits thereto other than
            those described or referred to therein or filed or incorporated by
            reference as exhibits thereto.

                            (H)   The Pooling and Servicing Agreement is not
            required to be qualified under the Trust Indenture Act of 1939, as
            amended, and the issuance and sale of the Certificates in the manner
            contemplated by the Prospectus will not cause the Trust Fund to be
            subject to registration or regulation as an "investment company"
            under the Investment Company Act of 1940, as amended.

                            (I)   No consent, approval, authorization, or order
            of any State of New York or federal court or governmental agency or
            body is required for the consummation by the Depositor of the
            transactions contemplated herein, except (1) such as have been
            obtained, (2) such as may be required under the blue sky laws of any
            jurisdiction in connection with the purchase and sale of the
            Certificates by the Underwriters, as to which no opinion need be
            expressed and (3) any recordation of the assignments of the Mortgage
            Loans to the Trustee pursuant to the Pooling and Servicing Agreement
            that has not yet been completed.

                            (J)   Neither the sale of the Certificates to the
            Underwriters pursuant to this Agreement, nor the consummation by the
            Depositor of any other of the transactions contemplated by, or the
            fulfillment by the Depositor of the terms of, this Agreement or the
            Pooling and Servicing Agreement, will conflict with or result in a
            breach or violation of any term or provision of, or constitute a
            default (or an event which with the passing of time or notification
            or both, would constitute a default) under, (1) the certificate of
            incorporation or by-laws of the Depositor, or, (2) to the knowledge
            of such counsel, any material indenture, agreement or instrument to
            which the Depositor is a party or by which it is bound, or, (3) any
            State of New York or federal statute or regulation applicable to the
            Depositor, or, (4) to the knowledge of such counsel, any order of
            any New York or federal court, regulatory body, administrative
            agency or governmental body having jurisdiction over the Depositor
            except, in the case of either (2) or (4), for any conflict, breach,
            violation or default that, in the judgment of such counsel, is not
            reasonably likely to materially and adversely affect the Depositor's
            ability to perform its obligations under this Agreement or the
            Pooling and Servicing Agreement.

                    (ii)    An opinion, dated the Closing Date, of counsel to
            the Underwriters, reasonably acceptable to the Underwriters.

                    (iii)   In giving their opinions required by the foregoing
            subsections (i) and (ii) of this Section, counsel to the Depositor
            and the Underwriters, respectively, shall in each case additionally
            state that nothing has come to such counsel's attention that has
            caused it to believe that (i), in the case of counsel to the
            Depositor, the Registration Statement, the Prospectus or the Time of
            Sale


                                      -17-



            Information, and (ii) in the case of counsel to the Underwriters,
            the Prospectus or the Time of Sale Information (in each case other
            than any financial statements and supporting schedules and
            statistical and/or accounting information included therein, as to
            which no statement need be made), in the case of the Registration
            Statement, as of the time it became effective, in the case of the
            Prospectus, as of the date thereof or as of the Closing Date, and as
            of the Time of Sale, in the case of the Time of Sale Information,
            contained an untrue statement of a material fact or omitted to state
            a material fact necessary to make the statements therein, in the
            light of the circumstances under which they were made, not
            misleading. Such statement shall be based upon conferences and
            telephone conversations with representatives of the parties hereto,
            the Mortgage Loan Sellers, the Master Servicers, the Special
            Servicers, the Certificate Administrator, the Tax Administrator and
            the Trustee and such statement may be qualified that, with limited
            exception, such counsel will not have reviewed any loan documents.

      Such opinion(s) may express its (their) reliance as to factual matters on
the representations and warranties made by, and on certificates or other
documents furnished by officers and/or authorized representatives of, the
parties to this Agreement and the Pooling and Servicing Agreement and on
certificates furnished by public officials. Such opinion(s) may assume the due
authorization, execution and delivery of the instruments and documents referred
to therein by the parties thereto other than the party on behalf of which such
opinion is being rendered. Such opinion(s) may be qualified as an opinion only
on the General Corporation Law of the State of Delaware, the laws of the State
of New York and the federal law of the United States.

            (c)     On the Closing Date, each Underwriter shall have received a
            favorable opinion, dated the Closing Date, of special tax and ERISA
            counsel to the Depositor (i) regarding the qualification of each of
            REMIC I, REMIC II and REMIC III as a real estate mortgage investment
            conduit within the meaning of Sections 860A through 860G of the
            Internal Revenue Code of 1986 and (ii) to the effect that the
            statements in the Base Prospectus and the Prospectus Supplement
            under the headings "Federal Income Tax Consequences" and "ERISA
            Considerations", to the extent that they constitute matters of
            federal law or legal conclusions with respect thereto, while not
            purporting to discuss all possible consequences of investment in the
            Certificates, are correct in all material respects with respect to
            those consequences or matters that are discussed therein. Such
            opinion(s) may express its (their) reliance as to factual matters on
            the representations and warranties made by, and on certificates or
            other documents furnished by officers and/or authorized
            representatives of, the parties to this Agreement and the Pooling
            and Servicing Agreement and on certificates furnished by public
            officials. Such opinion(s) may assume the due authorization,
            execution and delivery of the instruments and documents referred to
            therein by the parties thereto. Such opinion(s) may be qualified as
            an opinion only on the federal tax and ERISA law of the United
            States.


                                      -18-



            (d)     The Depositor shall have delivered to each Underwriter a
            certificate, dated the Closing Date, and signed by the President, a
            Senior Vice President or a Vice President of the Depositor, to the
            effect that:

                    (i)     the representations and warranties of the Depositor
in this Agreement and the Pooling and Servicing Agreement are true and correct
in all material respects; and

                    (ii)    the Depositor has, in all material respects,
complied with all the agreements and satisfied all the conditions on its part to
be performed or satisfied hereunder at or prior to the Closing Date.

            (e)     Each Mortgage Loan Seller shall have delivered to each
            Underwriter a certificate, dated the Closing Date, and signed by the
            President, a Senior Vice President or a Vice President of the
            Mortgage Loan Seller to the effect that:

                    (i)     the representations and warranties of the Mortgage
Loan Seller in Section 4(a) of the respective Mortgage Loan Purchase Agreement
are true and correct in all material respects;

                    (ii)    the Mortgage Loan Seller has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part to be performed or satisfied under the respective Mortgage Loan
Purchase Agreement at or prior to the Closing Date;

                    (iii)   since the date of this Agreement and prior to the
sale of the Mortgage Loans under the Agreement, there has been no material
adverse change in the financial condition of the Mortgage Loan Seller.

            (f)     The Depositor and each Underwriter shall have received from
            Deloitte & Touche LLP, certified public accountants, a letter dated
            the Closing Date, in form and substance satisfactory to such
            Underwriter, stating in effect that:

                    (i)     they have performed certain specified procedures as
a result of which they have determined that certain information of an
accounting, financial or statistical nature set forth in the Prospectus
Supplement agrees with the data sheet or computer tape prepared by or on behalf
of each Mortgage Loan Seller, unless otherwise noted in such letter; and

                    (ii)    they have compared the data contained in the data
sheet or computer tape referred to in the immediately preceding clause (i) to
information contained in the Mortgage Files and in such other sources as shall
be specified by them, and found such data and information to be in agreement,
unless otherwise noted in such letter.

            (g)     The Depositor shall have received the accountant's letters
            specified in Section 5(i).

            (h)     Each Underwriter shall have received, with respect to each
            of the Master Servicers, the Special Servicers, the Certificate
            Administrator, the Tax


                                      -19-



            Administrator and the Trustee, a favorable opinion of counsel, dated
            the Closing Date, addressing the valid existence of such party under
            the laws of the jurisdiction of its organization, the due
            authorization, execution and delivery of the Pooling and Servicing
            Agreement by such party and, subject to the same limitations as set
            forth in Section 6(b)(i)(C), the enforceability of the Pooling and
            Servicing Agreement against such party and such other opinions as
            shall be reasonably requested by such Underwriter. Such opinion may
            express its reliance as to factual matters on representations and
            warranties made by, and on certificates or other documents furnished
            by, officers and/or authorized representatives of parties to, the
            Pooling and Servicing Agreement and on certificates furnished by
            public officials. Such opinion may assume the due authorization,
            execution and delivery of the instruments and documents referred to
            therein by the parties thereto other than the party on behalf of
            which such opinion is being rendered.

            (i)     Subsequent to the date hereof, there shall not have occurred
            any change, or any development involving a prospective change, in or
            affecting the business or properties of the Depositor or a Mortgage
            Loan Seller (including any of the Mortgage Loans) which such
            Underwriter concludes, in the reasonable judgment of such
            Underwriter, materially impairs the investment quality of the
            Certificates so as to make it impractical or inadvisable to proceed
            with the public offering or the delivery of the Certificates as
            contemplated by the Time of Sale Information (excluding the
            Corrective Information) and the Prospectus.

            (j)     The Certificates shall have been assigned ratings by the
            Rating Agencies (as defined in the Pooling and Servicing Agreement)
            no less than those set forth on Schedule I and such ratings shall
            not have been withdrawn, suspended or qualified.

            (k)     The Underwriters shall have received copies of any opinions
            of counsel to the Depositor supplied to the Rating Agencies relating
            to certain matters with respect to the Certificates. Any such
            opinions shall be dated the Closing Date and addressed to the
            Underwriters or accompanied by reliance letters addressed to the
            Underwriters.

            (l)     The Depositor shall have furnished to the Underwriters such
            further opinions, information, certificates and documents as the
            Underwriters may reasonably have requested, and all proceedings in
            connection with the transactions contemplated by this Agreement and
            all documents incident hereto shall be in all material respects
            reasonably satisfactory in form and substance to the Underwriters
            and their counsel.

      (7)   Indemnification.

            (a)     The Depositor shall indemnify and hold harmless each
            Underwriter (severally and not jointly), its directors and officers
            and each person, if any, who controls such Underwriter within the
            meaning of either Section 15 of the 1933 Act or Section 20 of the
            1934 Act, from and against any and all expenses, losses,


                                      -20-



            claims, damages and other liabilities (including without limitation
            the reasonable costs of investigation and legal defense) (the
            "Liabilities") caused by (i) any untrue statement or alleged untrue
            statement of any material fact contained in the Registration
            Statement or any omission or alleged omission to state therein a
            material fact required to be stated therein or necessary to make the
            statements therein, not misleading, or any untrue statement or
            alleged untrue statement of any material fact contained in the
            Prospectus or any omission or alleged omission to state therein a
            material fact necessary to make the statements therein, in the light
            of the circumstances under which they were made, not misleading or
            (ii) any untrue statement or alleged untrue statement of a material
            fact contained in any Issuer Free Writing Prospectus or any Issuer
            Information contained in any Underwriter Free Writing Prospectus, or
            the omission or alleged omission to state a material fact necessary
            to make the statements therein (when read in conjunction with the
            other Time of Sale Information), in light of the circumstances under
            which they were made, not misleading, which was not corrected by
            Corrective Information subsequently supplied by the Depositor or any
            Mortgage Loan Seller to any Underwriter within a reasonable period
            of time prior to the Time of Sale, or (iii) any breach of the
            representation and warranty in Section 1(a)(R); provided, however,
            that, in the case of clauses (i) and (ii) above, the Depositor shall
            have no obligation to so indemnify and hold harmless insofar as the
            Liabilities arise from or are based upon (A) any such untrue
            statement or omission or alleged untrue statement or omission with
            respect to any information in the Prospectus as to which any
            Underwriter has agreed to indemnify the Depositor pursuant to
            Section 7(b), (B) an untrue statement or omission or an alleged
            untrue statement or omission with respect to the Mortgage Loan
            Seller Information (including without limitation untrue statements
            or alleged untrue statements or omissions or alleged untrue
            omissions in the portions of the Prospectus Supplement under the
            heading "Yield and Maturity Considerations" that arise out of or are
            based upon untrue statements or alleged untrue statements or
            omissions or alleged omissions in the Mortgage Loan Seller
            Information) or (C) an untrue statement or omission or an alleged
            untrue statement or omission with respect to the Servicer/Trustee
            Information.

            (b)     Each Underwriter shall, severally and not jointly, indemnify
            and hold harmless the Depositor, its directors and its officers who
            signed the Registration Statement and each person, if any, who
            controls the Depositor within the meaning of either Section 15 of
            the 1933 Act or Section 20 of the 1934 Act against any and all
            Liabilities as incurred, but only with respect to Liabilities caused
            by any (i) untrue statements or alleged untrue statements of a
            material fact in the Underwriter Information and (ii) untrue
            statements or alleged untrue statements of a material fact in any
            Underwriter Free Writing Prospectus prepared by or on behalf of such
            Underwriter or omission or alleged omission to state in such
            Underwriter Free Writing Prospectus a material fact necessary in
            order to make the statements therein (when read in conjunction with
            the Time of Sale Information), in the light of the circumstances
            under which they were made, not misleading; provided that no
            Underwriter shall be obligated to so indemnify and hold harmless (A)
            to the extent such Liabilities are caused by a misstatement or


                                      -21-



            omission resulting from an error or omission in the Issuer
            Information which was not corrected by Corrective Information
            subsequently supplied by the Depositor or any Mortgage Loan Seller
            to any Underwriter within a reasonable period of time prior to the
            Time of Sale or (B) with respect to information that is also
            contained in the Time of Sale Information.

            (c)     Each indemnified party shall give notice in writing as
            promptly as reasonably practicable to each indemnifying party of any
            action commenced against it in respect of which indemnity may be
            sought hereunder, but failure to so notify an indemnifying party
            shall not relieve such indemnifying party from any liability which
            it may have otherwise than under subsection (a) or (b) of this
            Section 7. Upon request of the indemnified party, the indemnifying
            party shall retain counsel reasonably satisfactory to the
            indemnified party to represent the indemnified party and any others
            the indemnifying party may designate in such proceeding and shall
            pay the fees and disbursements of such counsel related to such
            proceeding as incurred. If any action is brought against any
            indemnified party and it notifies the indemnifying party of the
            commencement thereof, the indemnifying party may participate at its
            own expense in the defense of any such action. The indemnifying
            party may elect to assume the defense thereof, with counsel
            reasonably satisfactory to such indemnified party by written notice
            delivered to the indemnified party promptly after receiving the
            aforesaid notice from the indemnified party. In any such proceeding,
            any indemnified party shall have the right to retain its own
            counsel, but the fees and expenses of such counsel shall be at the
            expense of such indemnified party unless (i) the indemnifying party
            and the indemnified party shall have agreed to the retention of such
            counsel, (ii) the named parties to any such proceeding (including
            any impleaded parties) include both the indemnifying party and the
            indemnified party and representation of both parties by the same
            counsel would be inappropriate due to actual or potential differing
            interests between them or (iii) the indemnifying party shall have
            failed to designate within a reasonable period of time counsel
            reasonably satisfactory to the indemnified party (in which case the
            fees and expenses shall be paid as incurred by the indemnifying
            party). In no event shall the indemnifying parties be liable for
            fees and expenses of more than one counsel (in addition to any local
            counsel) separate from their own counsel for all indemnified parties
            in connection with any one action or separate but similar or related
            actions in the same jurisdiction arising out of the same general
            allegations or circumstances. An indemnifying party shall not be
            liable for any settlement of any proceeding effected without its
            written consent. However, if settled with such consent or if there
            be a final judgment for the plaintiff, the indemnifying party shall
            indemnify the indemnified party from and against any loss or
            liability by reason of such settlement or judgment. Notwithstanding
            the foregoing sentence, if at any time an indemnified party shall
            have requested an indemnifying party to reimburse the indemnified
            party for fees and expenses of counsel for which the indemnifying
            party is obligated under this subsection, the indemnifying party
            agrees that it shall be liable for any settlement of any proceeding
            effected without its written consent if (i) such settlement is
            entered into more than 30 days after receipt by such indemnifying
            party of the aforesaid request and (ii) such indemnifying party
            shall


                                      -22-



            not have reimbursed the indemnified party in accordance with such
            request prior to the date of such settlement. If an indemnifying
            party assumes the defense of any proceeding, it shall be entitled to
            settle such proceeding with the consent of the indemnified party or,
            if such settlement provides for an unconditional release of the
            indemnified party in connection with all matters relating to the
            proceeding that have been asserted against the indemnified party in
            such proceeding by the other parties to such settlement and does not
            include an admission of fault, culpability or failure to act by or
            on behalf of an indemnified party, without the consent of the
            indemnified party.

            (d)     If the indemnification provided for in this Section 7 is due
            in accordance with its terms but is for any reason unavailable to an
            indemnified party, or is insufficient to hold harmless an
            indemnified party, in respect of any losses, claims, damages or
            liabilities under subsection (a) or (b) on grounds of public policy
            or otherwise, then the indemnifying party, in lieu of indemnifying
            such indemnified party, shall contribute to the amount paid or
            payable by such indemnified party as a result of such losses,
            claims, damages or liabilities (i) in such proportion as is
            appropriate to reflect the relative benefits received by the
            Depositor on the one hand and the applicable Underwriter on the
            other from the offer and sale of the Certificates pursuant hereto or
            (ii) if the allocation provided by clause (i) above is not permitted
            by applicable law, in such proportion as is appropriate to reflect
            not only the relative benefits referred to in clause (i) above but
            also the relative fault of the Depositor on the one hand and of such
            Underwriter on the other in connection with the statements or
            omissions which resulted in such losses, claims, damages or other
            liabilities, as well as any other relevant equitable considerations.
            The relative benefits received by the Depositor on the one hand, and
            such Underwriter on the other, in connection with the offering of
            the Certificates underwritten by such Underwriter shall be deemed to
            be in the same respective proportions that the total proceeds from
            the sale of the Certificates underwritten by such Underwriter
            (before deducting expenses) received by the Depositor and the amount
            by which (i) the total price received by such Underwriter with
            respect to the initial resale to investors in the Certificates
            acquired by such Underwriter exceeds (ii) the total underwriting
            discounts and commissions received by such Underwriter (or, if no
            such Underwriter discounts and commissions are payable hereunder,
            the amount of the other fees payable to such Underwriter in
            connection with the offering of the Certificates), bear to the
            aggregate offering price of the Certificates. The relative fault of
            the Depositor on the one hand and of such Underwriter on the other
            shall be determined by reference to, among other things, whether the
            untrue or alleged untrue statement of a material fact or the
            omission or alleged omission to state a material fact relates to
            information supplied by the Depositor or by such Underwriter, and
            the parties' relative intent, knowledge, access to information and
            opportunity to correct or prevent such statement or omission.

            (e)     The parties hereto agree that it would not be just and
            equitable if contribution were determined by pro rata allocation or
            by any other method of allocation that does not take account of the
            considerations referred to in


                                      -23-



            subsection (d) above. The amount paid or payable by an indemnified
            party as a result of the losses, claims, damages or other
            liabilities referred to in this Section 7 shall be deemed to include
            any legal fees and disbursements or other expenses reasonably
            incurred by such indemnified party in connection with investigating
            or defending any such claim. In the event that any expenses so paid
            by the indemnifying party are subsequently determined to not be
            required to be borne by the indemnifying party hereunder, the party
            which received such payment shall promptly refund the amount so paid
            to the party which made such payment. Notwithstanding the provisions
            of this subsection (e), no Underwriter shall be required to
            contribute any amount in excess of the amount by which (i) the total
            underwriting discounts and commissions and other fees received by
            such Underwriter in connection with the offering of the Certificates
            exceeds (ii) the amount of damages that such Underwriter has
            otherwise been required to pay by reason of such untrue or alleged
            untrue statement or omission or alleged omission. No person guilty
            of fraudulent misrepresentation (within the meaning of Section 11(f)
            of the 1933 Act) shall be entitled to contribution from any person
            who was not guilty of such fraudulent misrepresentation. The
            remedies provided for in this Section 7 are not exclusive and shall
            not limit any rights or remedies that may otherwise be available to
            any indemnified party at law or in equity.

            (f)     The indemnity and contribution agreements contained in this
            Section 7 shall remain operative and in full force and effect
            regardless of (i) any termination of this Agreement, (ii) any
            investigation made by the Depositor, an Underwriter, any of their
            respective directors or officers, or any person controlling the
            Depositor or such Underwriter within the meaning of either Section
            15 of the 1933 Act or Section 20 of the 1934 Act, and (iii)
            acceptance of and payment for any of the Certificates.

            (g)     The Underwriters' respective obligations to contribute
            pursuant to this Section 7 are several in proportion to the
            respective amount of Certificates they have purchased hereunder, and
            not joint.

            (h)     Each Underwriter (the "Indemnifying Underwriter") will
            indemnify and hold harmless the other Underwriters and each person,
            if any, who controls such Underwriter within the meaning of either
            the 1933 Act or the 1934 Act (the "Non-Indemnifying Underwriter")
            from and against any and all losses, claims, damages or liabilities,
            joint or several, to which the Non-Indemnifying Underwriter becomes
            subject under the 1933 Act, the 1934 Act or other federal or state
            statutory law or regulation, common law or otherwise, insofar as
            such losses, claims, damages or liabilities (or actions in respect
            thereof) arise out of or are based upon (i) any untrue statement or
            alleged untrue statement of a material fact or the omission or
            alleged omission (when read in conjunction with the Time of Sale
            Information) to state a material fact necessary in order to make the
            statements, in the light of the circumstances under which they were
            made, not misleading at the Time of Sale, contained in any
            Underwriter Free Writing Prospectus prepared by, or on behalf of, or
            used or referred to by, such Indemnifying Underwriter or (ii) the
            failure of such Indemnifying Underwriter, or


                                      -24-



            any member of its selling group, to comply with any provision of
            Section 4(b) or 9, and agrees to reimburse such Non-Indemnifying
            Underwriter, as incurred for any legal or other expenses reasonably
            incurred by them in connection with investigating or defending any
            such loss, claim, damage, liability or action, except to the extent
            such losses, claims, damages or liabilities are caused by a
            misstatement or omission resulting from an error or omission in the
            Issuer Information which was not corrected by Corrective Information
            subsequently supplied by the Depositor or any Mortgage Loan Seller
            to any Underwriter within a reasonable period of time prior to the
            Time of Sale. This agreement will be in addition to any liability
            that any Underwriter may otherwise have.

      (8)   Representations and Warranties to Survive Delivery.

      All representations and warranties of the Depositor contained in this
Agreement shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or any controlling person
in respect of such Underwriter, and shall survive delivery of the Certificates
to the Underwriters.

      (9)   Defaulting Underwriter.

      If, on the Closing Date, any of the Underwriters shall fail or refuse to
purchase Certificates that it has agreed to purchase hereunder on such date, and
the aggregate principal amount of Certificates which such defaulting Underwriter
agreed but failed or refused to purchase is not more than one-tenth of the
aggregate principal amount of Certificates to be purchased on such date, the
other Underwriter shall be obligated to purchase the Certificates which such
defaulting Underwriter agreed but failed or refused to purchase on such date;
provided that in no event shall the principal amount of Certificates that any
Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant
to this Section 9 by an amount in excess of one-ninth of such principal amount
of Certificates, without the written consent of such Underwriter, and provided,
further that no Underwriter shall be obligated under this Section 9 to purchase
Certificates of a Class that it is not otherwise obligated to purchase under
this Agreement.

      If, on the Closing Date, one of the Underwriters shall fail or refuse to
purchase Certificates that it has agreed to purchase hereunder on such date and
the aggregate principal amount of Certificates with respect to which such
default occurs is more than one-tenth of the aggregate principal amount of
Certificates to be purchased on such date and arrangements satisfactory to the
non-defaulting Underwriter and the Depositor for the purchase of such
Certificates are not made within 36 hours after such default, this Agreement
shall terminate without liability on the part of any non-defaulting Underwriter
or of the Depositor. In any such case either such non-defaulting Underwriter or
the Depositor shall have the right to postpone the Closing Date, but in no event
for longer than seven days, in order that the required changes, if any, in the
Prospectus or in any other documents or arrangements may be effected. Any action
taken under this paragraph shall not relieve any defaulting Underwriter from
liability in respect of any default of such Underwriter under this Agreement.


                                      -25-



      (10)  Termination of Agreement.

            (a)     Any Underwriter may terminate its obligations under this
            Agreement, by notice to the Depositor, at any time at or prior to
            the Closing Date if the sale of the Certificates provided for herein
            is not consummated because of any failure or refusal on the part of
            the Depositor to comply in all material respects with the terms, or
            to fulfill in all material respects any of the conditions of, this
            Agreement, or if for any reason the Depositor shall be unable to
            perform in all material respects its obligations under this
            Agreement.

            (b)     Any Underwriter may terminate its obligations under this
            Agreement in the absolute discretion of such Underwriter, by notice
            given to the Depositor, if (A) after the execution and delivery of
            this Agreement and prior to the Closing Date (i) trading generally
            shall have been suspended or materially limited on or by, as the
            case may be, any of the New York Stock Exchange, the American Stock
            Exchange, the National Association of Securities Dealers, Inc., the
            Chicago Board of Options Exchange, the Chicago Mercantile Exchange
            or the Chicago Board of Trade, (ii) trading of any securities of the
            Depositor or its affiliates shall have been suspended on any
            exchange or in any over-the-counter market, (iii) a general
            moratorium on commercial banking activities in New York shall have
            been declared by either Federal or State of New York authorities, or
            (iv) there shall have occurred any outbreak or escalation of
            hostilities or any change in financial markets or any calamity or
            crisis, or any major disruption of settlement or clearance of
            securities in the United States, that, in the judgment of such
            Underwriter, is material and adverse and (B) in the case of any of
            the events specified in clauses (A)(i) through (iv) above, such
            event singly or together with any other such event, makes it, in the
            judgment of such Underwriter, impracticable to market the
            Certificates on the terms and in the manner contemplated in the Time
            of Sale Information and the Prospectus.

            (c)     If any Underwriter terminates its obligations under this
            Agreement in accordance with Section 10(a), the Depositor shall
            reimburse such Underwriter for all reasonable out-of pocket expenses
            (including reasonable fees and disbursements of counsel) that shall
            have been reasonably incurred by such Underwriter in connection with
            the proposed purchase and sale of the Certificates.

      (11)  Notices.

      All notices and other communications hereunder shall be in writing and
shall be deemed duly given if sent by facsimile or delivered by courier, in
either case with appropriate confirmation of receipt. Notices to the Depositor
shall be directed to Bear Stearns Commercial Mortgage Securities Inc., 383
Madison Avenue, 10th Floor, New York, New York 10167, Attention: Michael
Forastiere, Managing Director (with a copy to the attention of Joseph T.
Jurkowski, Jr., Managing Director, Legal Department); to Bear, Stearns & Co.
Inc., shall be directed to Bear, Stearns & Co. Inc., 383 Madison Avenue, New
York, New York 10179, Attention: J. Christopher Hoeffel, Senior Managing
Director, Commercial Mortgage Department (with a copy to the attention of Joseph
T. Jurkowski, Jr., Managing Director, Legal Department);


                                      -26-



to Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036,
Attention: Warren H. Friend (with a copy to Morgan Stanley & Co. Incorporated,
1585 Broadway, New York, New York 10036, Attention: General Counsel); and as to
any party, to such other address as may hereafter be furnished by such party to
the others in writing.

      (12)  Parties.

      This Agreement shall inure to the benefit of and be binding upon the
Underwriters and the Depositor and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person or entity, other than the Underwriters and the Depositor and
their respective successors and the controlling persons and officers and
directors referred to in Section 7 and their respective successors, heirs and
legal representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Underwriters and the Depositor and their respective
successors, and said controlling persons and officers and directors and their
respective successors, heirs and legal representatives, and for the benefit of
no other person or entity. No purchaser of Certificates from the Underwriters
shall be deemed to be a successor by reason merely of such purchase.

      (13)  Governing Law.

      This Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to agreements made and to be performed
in said State.

      (14)  Miscellaneous.

      This Agreement supersedes all prior or contemporaneous agreements and
understandings between the parties hereto relating to the subject matter hereof.
Neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated except by a writing signed by the party against whom enforcement of
such amendment, waiver, discharge or termination is sought. This Agreement may
be signed in any number of duplicate originals, each of which shall be deemed an
original, which taken together shall constitute one and the same instrument.

                            [signature page follows]


                                      -27-



      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Depositor a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement between the Underwriters and the Depositor in accordance with its
terms.


                                        Very truly yours,


                                        BEAR STEARNS COMMERCIAL
                                           MORTGAGE SECURITIES INC.



                                        By: ____________________________________
                                           Name: Richard A. Ruffer Jr.
                                           Title: Vice President



CONFIRMED AND ACCEPTED,
as of the date first above written:


BEAR, STEARNS & CO. INC.


By:____________________________________
   Name:
   Title:


                                        MORGAN STANLEY & CO.
                                           INCORPORATED



                                        By: ____________________________________
                                           Name: Warren H. Friend
                                           Title: Managing Director




                                   SCHEDULE I

Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage
Pass-Through Certificates, Series 2006-PWR13, Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-M and Class A-J

                                                       AMOUNT TO BE PURCHASED BY
                          AMOUNT TO BE PURCHASED BY      MORGAN STANLEY & CO.
 CLASS OF CERTIFICATES     BEAR, STEARNS & CO. INC.          INCORPORATED
-----------------------   --------------------------   -------------------------

           A-1                    $70,000,000                 $70,000,000

           A-2                    $30,450,000                 $30,450,000

           A-3                    $69,000,000                 $69,000,000

          A-AB                    $68,050,000                 $68,050,000

           A-4                   $592,709,500                $592,709,500

          A-1A                   $187,141,500                $187,141,500

           A-M                   $145,336,000                $145,336,000

           A-J                   $116,268,500                $116,268,500

          Total                 $1,278,955,500              $1,278,955,500



                                    Sch. I-1



                             SCHEDULE I (CONTINUED)


                 INITIAL AGGREGATE     INITIAL
    CLASS       PRINCIPAL AMOUNT OF  PASS-THROUGH     PURCHASE       RATING(3)
 DESIGNATION         CLASS(1)            RATE         PRICE(2)     (S&P/FITCH)]
-------------   -------------------  ------------   ------------   -------------
     A-1           $140,000,000         5.294%       100.24990%       AAA/AAA
     A-2            $60,900,000         5.426%       100.54995%       AAA/AAA
     A-3           $138,000,000         5.518%       100.54528%       AAA/AAA
    A-AB           $136,100,000         5.530%       100.54676%       AAA/AAA
     A-4          $1,185,419,000        5.540%       100.54615%       AAA/AAA
    A-1A           $374,283,000         5.533%       100.54348%       AAA/AAA
     A-M           $290,672,000         5.582%       100.54952%       AAA/AAA
     A-J           $232,537,000         5.611%       100.54533%       AAA/AAA

_______________________

(1)   Subject to a variance of plus or minus 5.0%.

(2)   Expressed as a percentage of the aggregate stated amount of the relevant
      class of Certificates to be purchased. The purchase price for each class
      of the Certificates will also include accrued interest at the initial
      Pass-Through Rate therefor on the aggregate stated amount thereof to be
      purchased from September 1, 2006 to but not including the Closing Date.

(3)   By each of Standard & Poor's, a division of The McGraw-Hill Companies,
      Inc. ("S&P") and Fitch, Inc. ("Fitch").


                                    Sch. I-2



                                     Annex A


                         [Cover Page to Transaction FWP]


                                    Annex A-1



                                     Annex B


                                     [None.]


                                    Annex B-1