EXECUTION
                                                                       VERSION

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2006-PWR14

                             UNDERWRITING AGREEMENT

                                December 6, 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 December 6, 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 December 6, 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 December 6, 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 December 6, 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 December 6, 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 December 6, 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 December 6, 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 December 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, ARCap
Servicing, Inc., 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 1:45 p.m. on December 6, 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
November 21, 2006 (the cover page of which is attached hereto as Annex A) to the
Depositor's Prospectus dated September 13, 2006, the Depositor's Free Writing
Prospectus dated December 5, 2006 that replaces certain collateral information
set forth in the Depositor's Free Writing Prospectus dated November 21, 2006,
the Term Sheet dated November 21, 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


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untrue statement of material 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 December 6, 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 December 6, 2006, between the Depositor, the Underwriters and Wells Fargo
Bank, (ii) each of the Representation and Indemnification Agreements, both dated
as of December 6, 2006, between the Depositor, the Underwriters and each of the
initial Primary Servicers, (iii) the Representation and Indemnification
Agreement, dated as of December 6, 2006, between the Depositor, the


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Underwriters and the initial General Special Servicer, (iv) the Representation
and Indemnification Agreement, dated as of December 6, 2006, between the
Depositor, the Underwriters and the initial Certificate Administrator, (v) the
Representation and Indemnification Agreement, dated as of December 6, 2006,
between the Depositor, the Underwriters and the initial Trustee, and/or (vi) the
Indemnification Agreement, dated as of December 6, 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 consists 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.


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          (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 December 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 December 19,
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-PWR14, 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                 $      57,350,000            $      57,350,000
         A-2                 $      85,350,000            $      85,350,000
         A-3                 $      34,450,000            $      34,450,000
        A-AB                 $      62,525,000            $      62,525,000
         A-4                 $     475,471,000            $     475,471,000
        A-1A                 $     148,703,500            $     148,703,500
         A-M                 $     123,407,500            $     123,407,500
         A-J                 $     111,066,000            $     111,066,000
        Total                $1,098,323,000.00            $1,098,323,000.00


                                    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         $114,700,000            5.044%     100.24725%    AAA/AAA
    A-2         $170,700,000            5.123%     100.54759%    AAA/AAA
    A-3         $ 68,900,000            5.209%     100.54960%    AAA/AAA
   A-AB         $125,050,000            5.171%     100.54522%    AAA/AAA
    A-4         $950,942,000            5.201%     100.54572%    AAA/AAA
   A-1A         $297,407,000            5.189%     100.54349%    AAA/AAA
    A-M         $246,815,000            5.243%     100.54967%    AAA/AAA
    A-J         $222,132,000            5.273%     100.54300%    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 December 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