CWCAPITAL MORTGAGE LOAN PURCHASE AGREEMENT

Exhibit 99.1

CWCapital Mortgage Loan Purchase Agreement

See attached

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MORTGAGE LOAN PURCHASE AGREEMENT

Pursuant to this Mortgage Loan Purchase Agreement dated as of August

1, 2007 (the "Agreement"), between CWCapital Mortgage Securities I LLC

("CWCapital Securities I") and CWCapital Mortgage Securities VI LLC ("CWCapital

Securities VI" and, together with CWCapital Securities I, their successors and

permitted assigns hereunder, collectively, the "Seller"), CWCapital LLC, as an

additional party with respect to the mortgage loans identified on the schedule

annexed hereto as Exhibit A ("CWCapital" and, together with CWCapital Securities

I and CWCapital Securities VI, the "CWCapital Parties") and CWCapital Commercial

Funding Corp. (together with its successors and permitted assigns hereunder, the

"Purchaser"), the Seller intends to sell and the Purchaser intends to purchase

certain multifamily and commercial mortgage loans, as identified on the schedule

annexed hereto as Exhibit A (the "Mortgage Loan Schedule") (collectively, the

"Mortgage Loans").

The Purchaser intends to deposit the Mortgage Loans, together with

other assets, into a trust fund (the "Trust Fund"), the beneficial ownership of

which will be evidenced by multiple classes (each, a "Class") of mortgage

pass-through certificates (the "Certificates") to be identified as the CWCapital

Commercial Funding Corp., Commercial Mortgage Trust 2007-C3, Commercial Mortgage

Pass-Through Certificates, Series 2007-C3. One or more "real estate mortgage

investment conduit" ("REMIC") elections will be made with respect to the Trust

Fund. The Certificates will be issued pursuant to a Pooling and Servicing

Agreement (the "Pooling and Servicing Agreement"), to be dated as of August 1,

2007, among the Purchaser, as depositor, Wachovia Bank, National Association, as

master servicer (the "Master Servicer"), CWCapital Asset Management LLC, as

special servicer (the "Special Servicer"), and Wells Fargo Bank, N.A., as

trustee (the "Trustee"). Capitalized terms used but not defined herein have the

respective meanings set forth in the Pooling and Servicing Agreement, as in

effect on the Closing Date.

The Purchaser has entered into an Underwriting Agreement (the

"Underwriting Agreement"), dated as of August 3, 2007, with Wachovia Capital

Markets, LLC ("Wachovia Securities") and Citigroup Global Markets Inc. ("CGMI"

and, together with Wachovia Securities, in such capacity, the "Underwriters"),

whereby the Purchaser will sell to the Underwriters all of the Certificates that

are to be registered under the Securities Act of 1933, as amended (the

"Securities Act"). The Purchaser has also entered into a Certificate Purchase

Agreement (the "Certificate Purchase Agreement"), dated as of August 3, 2007,

with Wachovia Securities and CGMI (collectively, in such capacity, the "Initial

Purchasers"), whereby the Purchaser will sell to the Initial Purchasers all of

the remaining Certificates (other than the Residual Interest Certificates).

In connection with the transactions contemplated hereby, the Seller,

the Purchaser, the Underwriters and the Initial Purchasers have entered into an

Indemnification Agreement (the "Indemnification Agreement"), dated as of August

3, 2007.

Now, therefore, in consideration of the premises and the mutual

agreements set forth herein, the parties agree as follows:

SECTION 1. Agreement to Purchase. The Seller agrees to sell, and the

Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan

Schedule. The Mortgage Loan Schedule may be amended to reflect the actual

Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The

Mortgage Loans will have an aggregate principal balance of $562,527,524.65 (the

"CWCapital Mortgage Loan Balance") as of the close of business on, with respect

to each Mortgage Loan, its Due Date in August 2007 (each such date, the

applicable "Cut-off Date"), after giving effect to any and all payments of

principal due thereon on or before such date, whether or not received. The

purchase and sale of the Mortgage Loans shall take place on August 17, 2007, or

such other date as shall be mutually acceptable to the parties hereto (the

"Closing Date"). Adequate consideration shall be paid to the Seller or its

designee by wire transfer in immediately available funds (or by such other

method as shall be mutually acceptable to the parties hereto) on the Closing

Date.

SECTION 2. Conveyance of Mortgage Loans.

(a) Effective as of the Closing Date, subject only to receipt of the

purchase price referred to in Section 1 hereof and satisfaction or waiver of the

conditions to closing set forth in Section 5 hereof, the Seller does hereby

sell, transfer, assign, set over and otherwise convey to the Purchaser, without

recourse, all the right, title and interest of the Seller in and to the Mortgage

Loans identified on the Mortgage Loan Schedule as of such date, subject to the

rights of the holders of any related Companion Loans as specified in the related

Co-Lender Agreement, as applicable, and the Purchaser hereby assumes such

Mortgage Loans, together with the rights and obligations related to such

Mortgage Loans as specified in the related Co-Lender Agreement. The Mortgage

Loan Schedule, as it may be amended, shall conform to the requirements set forth

in this Agreement and the Pooling and Servicing Agreement.

(b) The Purchaser or its assignee shall, subject to the rights of

the holders of any related Companion Loans, as applicable, be entitled to

receive all scheduled payments of principal and interest due after the Cut-off

Date, and all other recoveries of principal and interest collected after the

Cut-off Date (other than in respect of principal and interest on the Mortgage

Loans due on or before the Cut-off Date). All scheduled payments of principal

and interest due on or before the Cut-off Date for each Mortgage Loan, but

collected after such date, shall, subject to the rights of the holders of any

related Companion Loans, as applicable, belong to, and be promptly remitted to,

the Seller.

(c) On or before the Closing Date, the Seller shall, on behalf of

the initial Purchaser, deliver to and deposit, or cause to be delivered and

deposited, with the Trustee a Mortgage File for each Mortgage Loan in accordance

with the terms of, and conforming to the requirements set forth in, the Pooling

and Servicing Agreement; provided that, with respect to any Non-Serviced Trust

Loan, the preceding delivery requirements will be satisfied by delivery of the

original Mortgage Note (and all intervening endorsements) related to such

Non-Serviced Trust Loan and a copy of the "mortgage file" delivered under the

applicable Lead PSA. If the Seller cannot deliver or cause to be delivered the

documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi)

(if recorded) and (a)(viii) of the definition of "Mortgage File" solely because

of delay caused by the public recording office where such document or instrument

has been delivered for recordation, the Seller shall deliver to the Trustee a

copy of the original, certified by the Seller to be a true and complete copy of

the original thereof submitted for recording. Concurrently with such delivery,

the Seller shall deliver, or cause to be delivered, to the Master Servicer and

the Special Servicer copies of the Mortgage Note, Mortgage(s) and any reserve

and cash management agreements with respect to each Mortgage Loan for which a

Mortgage File is required to be delivered to the Trustee.

(d) For each Mortgage Loan for which a Mortgage File is required to

be delivered to the Trustee, the Seller shall bear the reasonable out-of-pocket

costs and expenses related to recording or filing, as the case may be, in the

appropriate public office for real property records or Uniform Commercial Code

financing statements, as appropriate, each related assignment of Mortgage and

assignment of Assignment of Leases, in favor of the Trustee referred to in

clause (a)(iv) of the definition of "Mortgage File" and each related UCC-2 and

UCC-3 assignment referred to in clause (a)(viii) of the definition of "Mortgage

File." If any such document or instrument is lost or returned unrecorded or

unfiled, as the case may be, because of a defect therein, then the Seller shall

prepare a substitute therefor or cure such defect or cause such to be done, as

the case may be, and the Seller shall deliver such substitute or corrected

document or instrument to the Trustee (or, if the Mortgage Loan is then no

longer subject to the Pooling and Servicing Agreement, to the then holder of

such Mortgage Loan).

(e) The Seller shall deliver, or cause to be delivered, to the

Master Servicer within 10 business days after the Closing Date, all documents

and records that (i) relate to the servicing and administration of the Serviced

Loans, (ii) are reasonably necessary for the ongoing administration and/or

servicing of the Serviced Loans and (iii) are in possession or control of the

Seller, together with (x) all unapplied Escrow Payments and Reserve Funds in the

possession or under control of the Seller that relate to the Serviced Loans and

(y) a statement indicating which Escrow Payments and Reserve Funds are allocable

to such Serviced Loans), provided that the Seller shall not be required to

deliver any draft documents, privileged or other internal communications, credit

underwriting, due diligence analyses or data or internal worksheets, memoranda,

communications or evaluations.

(f) After the Seller's transfer of the Mortgage Loans to the

Purchaser, as provided herein, the Seller shall not take any action inconsistent

with the Purchaser's ownership of the Mortgage Loans. Except for actions that

are the express responsibility of another party hereunder or under the Pooling

and Servicing Agreement, and further except for actions that the Seller is

expressly permitted to complete subsequent to the Closing Date, the Seller

shall, on or before the Closing Date, take all actions required under applicable

law to effectuate the transfer of the Mortgage Loans by the Seller to the

Purchaser.

(g) The Seller shall provide, or cause to be provided, information

necessary for the Master Servicer to produce the initial data with respect to

each Mortgage Loan for the CMSA Financial File and the CMSA Loan Periodic Update

File that are required to be prepared by the Master Servicer pursuant to the

Pooling and Servicing Agreement.

(h) The Seller shall provide the Master Servicer with the

Supplemental Servicer Schedule.

SECTION 3. Representations, Warranties and Covenants of Seller.

(a) each of the CWCapital Parties hereby represents and warrants to

and covenants with the Purchaser, as of the date hereof, that:

(i) (A) CWCapital is a limited liability company duly organized,

validly existing and in good standing under the laws of the State of

Massachusetts and (B) CWCapital Securities I and CWCapital Securities VI

are each a limited liability company duly organized, validly existing and

in good standing under the laws of the State of Delaware, are duly

qualified as foreign organizations in good standing in all jurisdictions

to the extent such qualification is necessary to hold and sell the

Mortgage Loans or otherwise comply with its obligations under this

Agreement, except where the failure to be so qualified would not have a

material adverse effect on their ability to perform their obligations

hereunder, and possess all requisite authority and power to carry on their

business as currently conducted by it and to execute, deliver and comply

with their obligations under the terms of this Agreement.

(ii) This Agreement has been duly and validly authorized, executed

and delivered by each of the CWCapital Parties and, assuming due

authorization, execution and delivery hereof by the Purchaser, constitutes

a legal, valid and binding obligation of each of the CWCapital Parties,

enforceable against each of the CWCapital Parties in accordance with its

terms, except as such enforcement may be limited by (A) bankruptcy,

insolvency, reorganization, receivership, moratorium or other similar laws

affecting the enforcement of creditors' rights in general, and (B) general

equity principles (regardless of whether such enforcement is considered in

a proceeding in equity or at law).

(iii) The execution and delivery of this Agreement by each of the

CWCapital Parties' and the CWCapital Parties' performance and compliance

with the terms of this Agreement will not (A) violate each of the

CWCapital Parties' organizational documents, (B) violate any law or

regulation or any administrative decree or order to which the CWCapital

Parties are subject or (C) constitute a default (or an event which, with

notice or lapse of time, or both, would constitute a default) under, or

result in the breach of, any material contract, agreement or other

instrument to which the CWCapital Parties are a party or by which the

CWCapital Parties are bound.

(iv) Each of the CWCapital Parties are not in default with respect

to any order or decree of any court or any order, regulation or demand of

any federal, state, municipal or other governmental agency or body, which

default might have consequences that would, in the CWCapital Parties'

reasonable and good faith judgment, materially and adversely affect the

condition (financial or other) or operations of the CWCapital Parties or

their properties or have consequences that would, in each of the CWCapital

Parties' reasonable and good faith judgment, materially and adversely

affect its performance hereunder.

(v) Each of the CWCapital Parties' are not a party to or bound by

any agreement or instrument or subject to any organizational document or

any other corporate restriction or any judgment, order, writ, injunction,

decree, law or regulation that would, in the CWCapital Parties' reasonable

and good faith judgment, materially and adversely affect the ability of

each of the CWCapital Parties to perform its obligations under this

Agreement or that requires the consent of any third person to the

execution and delivery of this Agreement by the CWCapital Parties or the

performance by the CWCapital Parties of their obligations under this

Agreement.

(vi) Except for the recordation and/or filing of assignments and

other transfer documents with respect to the Mortgage Loans, as

contemplated by Section 2(d), no consent, approval, authorization or order

of, registration or filing with, or notice to, any court or governmental

agency or body, is required for the execution, delivery and performance by

each of the CWCapital Parties of or compliance by the CWCapital Parties'

with this Agreement or the consummation of the transactions contemplated

by this Agreement; and no bulk sale law applies to such transactions.

(vii) No litigation is pending or, to the best of the CWCapital

Parties' knowledge, threatened against any of the CWCapital Parties that

would, in the CWCapital Parties' good faith and reasonable judgment,

prohibit its entering into this Agreement or materially and adversely

affect the performance by the CWCapital Parties of their obligations under

this Agreement.

(viii) The Seller intends to treat the transfer of the Mortgage

Loans to the Purchaser as a sale for accounting and tax purposes. In

connection with the foregoing, the Seller shall cause all of its records

to reflect such transfer as a sale (as opposed to a secured loan). The

consideration received by the Seller upon the sale of the Mortgage Loans

to the Purchaser will constitute at least reasonably equivalent value and

fair consideration for the Mortgage Loans. The Seller will be solvent at

all relevant times prior to, and will not be rendered insolvent by, the

sale of the Mortgage Loans to the Purchaser. The Seller is not selling the

Mortgage Loans to the Purchaser with any intent to hinder, delay or

defraud any of the creditors of the Seller. After giving effect to its

transfer of the Mortgage Loans to the Purchaser, as provided herein, the

value of the Seller's assets, either taken at their present fair saleable

value or at fair valuation, will exceed the amount of the Seller's debts

and obligations, including contingent and unliquidated debts and

obligations of the Seller, and the Seller will not be left with

unreasonably small assets or capital with which to engage in and conduct

its business. The Mortgage Loans do not constitute all or substantially

all of the assets of the Seller. The Seller does not intend to, and does

not believe that it will, incur debts or obligations beyond its ability to

pay such debts and obligations as they mature.

(ix) No proceedings looking toward liquidation, dissolution or

bankruptcy of the Seller are pending or contemplated.

(b) The CWCapital Parties hereby make, for the benefit of the

Purchaser, with respect to each Mortgage Loan, as of the Closing Date or as of

such other date expressly set forth therein, each of the representations and

warranties set forth on Exhibit B attached hereto, except as otherwise set forth

on Exhibit C attached hereto.

SECTION 4. Representations and Warranties of the Purchaser. In order

to induce the Seller to enter into this Agreement, the Purchaser hereby

represents and warrants for the benefit of the CWCapital Parties as of the date

hereof that:

(i) The Purchaser is a corporation duly organized, validly existing

and in good standing under the laws of the State of Delaware. The

Purchaser has the full corporate power and authority and legal right to

acquire the Mortgage Loans from the Seller and to transfer the Mortgage

Loans to the Trustee.

(ii) This Agreement has been duly and validly authorized, executed

and delivered by the Purchaser and, assuming due authorization, execution

and delivery hereof by the CWCapital Parties, constitutes a legal, valid

and binding obligation of the Purchaser, enforceable against the Purchaser

in accordance with its terms, except as such enforcement may be limited by

(A) bankruptcy, insolvency, reorganization, receivership, moratorium or

other similar laws affecting the enforcement of creditors' rights in

general, and (B) general equity principles (regardless of whether such

enforcement is considered in a proceeding in equity or at law).

(iii) The execution and delivery of this Agreement by the Purchaser

and the Purchaser's performance and compliance with the terms of this

Agreement will not (A) violate the Purchaser's organizational documents,

(B) violate any law or regulation or any administrative decree or order to

which the Purchaser is subject or (C) constitute a default (or an event

which, with notice or lapse of time, or both, would constitute a default)

under, or result in the breach of, any material contract, agreement or

other instrument to which the Purchaser is a party or by which the

Purchaser is bound.

(iv) Except as may be required under federal or state securities

laws (and which will be obtained on a timely basis), no consent, approval,

authorization or order of, registration or filing with, or notice to, any

governmental authority or court, is required for the execution, delivery

and performance by the Purchaser of or compliance by the Purchaser with

this Agreement, or the consummation by the Purchaser of any transaction

described in this Agreement.

(v) Under GAAP and for federal income tax purposes, the Purchaser

will report the transfer of the Mortgage Loans by the Seller to the

Purchaser, as provided herein, as a sale of the Mortgage Loans to the

Purchaser in exchange for the consideration specified in Section 1 hereof.

(vi) None of the acquisition of the Mortgage Loans by the Purchaser,

the transfer of the Mortgage Loans to the Trustee, or the execution,

delivery or performance of this Agreement by the Purchaser, results or

will result in the creation or imposition of any lien on any of the

Purchaser's assets or property, or conflicts or will conflict with,

results or will result in a breach of, or requires or will require the

consent of any third person or constitutes or will constitute a default

under (A) any term or provision of the Purchaser's certificate of

incorporation or bylaws, (B) any term or provision of any material

agreement, contract, instrument or indenture, to which the Purchaser is a

party or by which the Purchaser is bound, or (C) any law, rule,

regulation, order, judgment, writ, injunction or decree or any court or

governmental authority having jurisdiction over the Purchaser or its

assets.

SECTION 5. Notice of Breach; Cure; Repurchase; Covenant of the

Seller.

(a) If any of the CWCapital Parties discovers or receives notice in

accordance with Section 10 hereof of a Document Defect or a breach of any of its

representations and warranties made pursuant to Section 3(b) hereof (each such

breach, a "Breach") relating to any Mortgage Loan, and such Document Defect or

Breach materially and adversely affects the value of the Mortgage Loan or the

related Mortgaged Property or the interests of the Purchaser in such Mortgage

Loan (in which case any such Document Defect or Breach would be a "Material

Document Defect" or a "Material Breach," as the case may be), then (subject to

Section 5(b)) the Seller shall, within 90 days after its discovery or receipt of

such notice of such Material Document Defect or Material Breach (or, in the case

of a Material Document Defect or Material Breach that affects whether a Mortgage

Loan was, as of the Closing Date, is or will continue to be a "qualified

mortgage" within the meaning of the REMIC Provisions (a "Qualified Mortgage"),

not later than 90 days after any party discovering such Material Document Defect

or Material Breach) (such 90-day period, in either case, the "Initial Resolution

Period"), (i) cure such Material Document Defect or Material Breach, as the case

may be, in all material respects, which cure shall include payment of any

Additional Trust Fund Expenses associated therewith, or (ii) repurchase the

affected Mortgage Loan (or the related Mortgaged Property, or in the case of any

Mortgaged Property related to a Loan Group, to the extent of the Seller's

interest therein) from, and in accordance with the directions of, the Purchaser

or its designee, at a price equal to the Purchase Price; provided that if (A)

any such Material Breach or Material Document Defect, as the case may be, does

not affect whether the Mortgage Loan was, as of the Closing Date, is or will

continue to be a Qualified Mortgage, (B) such Material Breach or Material

Document Defect, as the case may be, is capable of being cured but not within

the applicable Initial Resolution Period, (C) the Seller has commenced and is

diligently proceeding with the cure of such Material Breach or Material Document

Defect, as the case may be, within the applicable Initial Resolution Period and

(D) the Seller shall have delivered to the Purchaser a certification executed on

behalf of the Seller by an officer thereof confirming that such Material Breach

or Material Document Defect, as the case may be, is not capable of being cured

within the applicable Initial Resolution Period, setting forth what actions the

Seller is pursuing in connection with the cure thereof and stating that the

Seller anticipates that such Material Breach or Material Document Defect, as the

case may be, will be cured within an additional period not to exceed 90 days

beyond the end of the applicable Initial Resolution Period, then the Seller

shall have such additional 90-day period (the "Resolution Extension Period") to

complete such cure or, failing such, to repurchase the affected Mortgage Loan

(or the related Mortgaged Property) unless, solely in the case of a Material

Document Defect, (x) the Mortgage Loan is, at the end of the Initial Resolution

Period, then a Specially Serviced Mortgage Loan and a Servicing Transfer Event

has occurred as a result of a monetary default or as described in clause (e),

clause (f) or clause (g) of the definition of "Specially Serviced Mortgage Loan"

in the Pooling and Servicing Agreement and (y) the Material Document Defect was

identified in a certification delivered to Seller by the Trustee pursuant to

Section 2.02 of the Pooling and Servicing Agreement not less than 90 days prior

to the delivery of the notice of such Material Document Defect; and provided,

further, that, if any such Material Document Defect is still not cured after the

initial 90-day period and any such additional 90-day period solely due to the

failure of the Seller to have received the recorded document, then the Seller

shall be entitled to continue to defer its cure and repurchase obligations in

respect of such Document Defect so long as the Seller certifies to the Purchaser

every 30 days thereafter that the Document Defect is still in effect solely

because of its failure to have received the recorded document and that the

Seller is diligently pursuing the cure of such defect (specifying the actions

being taken), except that no such deferral of cure or repurchase may continue

beyond the second anniversary of the Closing Date. Any such repurchase of a

Mortgage Loan shall be on a whole loan, servicing released basis. The Seller

shall have no obligation to monitor the Mortgage Loans regarding the existence

of a Breach or Document Defect, but if the Seller discovers a Material Breach or

Material Document Defect with respect to a Mortgage Loan, it will notify the

Purchaser. Provided that the Master Servicer has notice of such Material

Document Defect or Material Breach, the Master Servicer shall notify the Seller

if the related Mortgage Loan becomes a Specially Serviced Mortgage Loan during

any applicable cure periods. Any of the following document defects shall be

conclusively presumed to be a Material Document Defect: (a) the absence from the

Mortgage File of the original signed Mortgage Note, together with the

endorsements referred to in clause (a)(i) of the definition of "Mortgage File,"

unless the Mortgage File contains a signed lost note affidavit and indemnity

with respect to the missing Mortgage Note and any missing endorsement that

appears to be regular on its face, (b) other than with respect to a Non-Serviced

Trust Loan, the absence from the Mortgage File of the original executed Mortgage

or a copy of such Mortgage certified by the local authority with which the

Mortgage was recorded, in each case with evidence of recording thereon, that

appears to be regular on its face, unless there is included in the Mortgage File

a copy of the executed Mortgage and a certificate stating that the original

signed Mortgage was sent for recordation, (c) other than with respect to a

Non-Serviced Trust Loan, the absence from the Mortgage File of the original or a

copy of the lender's title insurance policy, together with all endorsements or

riders (or copies thereof) that were issued with or subsequent to the issuance

of such policy, or marked up insurance binder or title commitment which is

marked as a binding commitment and countersigned by title company, insuring the

priority of the Mortgage as a first lien on the Mortgaged Property, (d) other

than with respect to a Non-Serviced Trust Loan, the absence from the Mortgage

File of any intervening assignments required to create a complete chain of

assignment to the Trustee on behalf of the Trust and a certificate stating that

the original intervening assignments were sent for recordation, unless there is

included in the Mortgage File a certified copy of the intervening assignment,

(e) the absence from the Mortgage File of a copy of the ground lease with

respect to any leasehold mortgages or (f) other than with respect to a

Non-Serviced Trust Loan, the absence from the Servicing File of any original

letter of credit.

(b) If (x) any Mortgage Loan is subject to a Material Breach or

Material Document Defect and would otherwise be required to be repurchased as

contemplated by Section 5(a), (y) such Mortgage Loan is a Cross-Collateralized

Mortgage Loan or is secured by a portfolio of Mortgaged Properties, and (z) the

applicable Material Breach of Material Document Defect does not constitute a

Material Breach or Material Document Defect, as the case may be, as to any

related Cross-Collateralized Mortgage Loan or applies to only specific Mortgaged

Properties in such portfolio, the Purchaser or its designee shall use reasonable

efforts, subject to the terms of the related Mortgage Loans, to prepare and, to

the extent necessary and appropriate, have executed by the related Mortgagor and

record, such documentation as may be necessary to (i) in the case of a

Cross-Collateralized Group, terminate the cross-collateralization between the

Mortgage Loans in such Cross-Collateralized Group that are to be repurchased, on

the one hand, and the remaining Mortgage Loans therein, on the other hand, such

that those two groups of Mortgage Loans are each secured only by the Mortgaged

Properties identified in the Mortgage Loan Schedule as directly corresponding

thereto or (ii) in the case of Mortgage Loan secured by a portfolio of Mortgaged

Properties, release the affected Mortgaged Properties from the

cross-collateralization of the Mortgage Loan; provided that, if such

Cross-Collateralized Group is still subject to the Pooling and Servicing

Agreement, then no such termination shall be effected unless and until (i) the

Purchaser or its designee has received from the Seller (A) an Opinion of Counsel

to the effect that such termination or release will not cause an Adverse REMIC

Event to occur with respect to any REMIC Pool or an Adverse Grantor Trust Event

to occur with respect to the Grantor Trust and (B) a written confirmation from

each Rating Agency that such termination or release will not cause an Adverse

Rating Event to occur with respect to any Class of Certificates, (ii) the debt

service coverage ratio for the four preceding calendar quarters for all of the

Mortgage Loans relating to such Cross-Collateralized Group remaining is not less

than 0.05x below the debt service coverage ratio for all Mortgage Loans of such

Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage

Loan secured by a portfolio of Mortgaged Properties (including the affected

Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set

forth in the Prospectus Supplement, (iii) the loan-to-value ratio for all of the

Mortgage Loans of such Cross-Collateralized Group remaining is not greater than

5% more than the loan-to-value ratio for all Mortgage Loans of such

Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage

Loan secured by a portfolio of Mortgaged Properties (including the affected

Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set

forth in the Prospectus Supplement, and (iv) the Directing Holder (if one is

acting) has consented (which consent shall not be unreasonably withheld and

shall be deemed to have been given if no written objection is received by the

Seller within 10 Business Days of the Directing Holder's receipt of a written

request for such consent); and provided, further, that the Seller may, at its

option, purchase the entire Cross-Collateralized Group or Mortgage Loan in lieu

of terminating the cross-collateralization or a release of the affected

Mortgaged Properties from the cross-collateralization of the Mortgage Loan. In

the event that the cross-collateralization of any Cross-Collateralized Group is

terminated or any Mortgaged Property related to a Mortgage Loan secured by a

portfolio of Mortgaged Properties is released pursuant to this paragraph, the

Seller may elect either to repurchase only the affected Cross-Collateralized

Mortgage Loan or Mortgaged Properties as to which the Material Breach or

Material Document Defect exists or to repurchase the aggregate

Cross-Collateralized Mortgage Loans or Mortgaged Properties. All reasonable

costs and expenses incurred by the Purchaser or its designee pursuant to this

paragraph shall be included in the calculation of Purchase Price for the

Mortgage Loan(s) to be repurchased. If the cross-collateralization of any

Cross-Collateralized Group is not or cannot be terminated as contemplated by

this paragraph, then, for purposes of (i) determining whether any Breach or

Document Defect, as the case may be, is a Material Breach or Material Document

Defect, and (ii) the application of remedies, such Cross-Collateralized Group

shall be treated as a single Mortgage Loan.

It shall be a condition to any repurchase of a Mortgage Loan by the

Seller pursuant to Section 5(a) that (i) the Purchaser shall have executed and

delivered such instruments of endorsement, transfer or assignment then presented

to it by the Seller, in each case without recourse, as shall be necessary to

vest in the Seller the legal and beneficial ownership of such Mortgage Loan

(including any property acquired in respect thereof or proceeds of any insurance

policy with respect thereto), to the extent that such ownership interest was

transferred to the Purchaser hereunder; (ii) the Purchaser shall deliver to the

Seller all portions of the Mortgage File and other documents pertaining to such

Mortgage Loan; and (iii) the Purchaser shall release to the Seller any escrow

payments or reserve funds held by it, or on its behalf, in respect of such

Mortgage Loan. If any Mortgage Loan is to be repurchased as contemplated by

Section 5(a), the Seller shall amend the Mortgage Loan Schedule to reflect the

removal of such Mortgage Loan and shall forward such amended schedule to the

Purchaser.

(c) The Seller hereby acknowledges and agrees that any modification

of the Mortgage Loan pursuant to a workout, foreclosure, sale or other

liquidation pursuant to, and in accordance with, the Pooling and Servicing

Agreement shall not constitute a defense to any repurchase claim disputed by the

Seller nor shall such modification change the Purchase Price due from the Seller

for any repurchase claim. In the event of any such modification, the Seller

hereby agrees to repurchase the Mortgage Loan as modified, if the Seller is

required to or elects to repurchase such Mortgage Loan in accordance with the

terms of this Section 5. Any sale of the related Mortgage Loan, or foreclosure

upon such Mortgage Loan and sale of the successor REO Property, shall be without

(i) recourse of any kind (either expressed or implied) by such Person against

the Seller and (ii) representation or warranty of any kind (either expressed or

implied) by the Seller to or for the benefit of such Person.

(d) The fact that a Material Document Defect or Material Breach is

not discovered until after foreclosure (but in all instances prior to the sale

of the successor REO Property or Mortgage Loan) shall not prejudice any claim

against the Seller for repurchase of the REO Mortgage Loan or successor REO

Property, which claim shall be made in accordance with this Section 5. If a

court of competent jurisdiction issues a final order that the Seller is or was

obligated to repurchase the related Mortgage Loan or the successor REO Loan or

the Seller otherwise accepts liability, then, after the expiration of any

applicable appeal period, but in no event later than the termination of the

Trust pursuant to Section 9.01 of the Pooling and Servicing Agreement, the

Seller will be obligated to pay to the Trust the difference between (i) any

Liquidation Proceeds received upon such liquidation net of Liquidation Expenses

and (ii) the Purchase Price; provided that the prevailing party in such action

shall be entitled to recover from the other party all costs, fees and expenses

(including reasonable attorneys fees) related thereto.

(e) [Reserved].

(f) It is understood and agreed that the obligations of the Seller

set forth in Section 5(a) to cure any Material Breach or Material Document

Defect or to repurchase such Mortgage Loan constitute the sole remedies

available to the Purchaser with respect to any Breach or Document Defect,

provided that for purposes of the remedies set forth in this Section 5, the sole

recourse with respect Mortgage Loans shall be against CWCapital.

(g) Notwithstanding the foregoing, if there exists a Breach of that

portion of the representation or warranty on the part of the Seller set forth

in, or made pursuant to, paragraph 38 of Exhibit B to this Agreement,

specifically relating to whether or not the Mortgage Loan documents or any

particular Mortgage Loan document for any Mortgage Loan requires the related

Mortgagor to bear reasonable costs and expenses associated with a defeasance, as

set forth in paragraph 38 (any such fees, costs or expenses, referred to herein

as "Covered Costs"), then the Purchaser or its designee will direct the Seller

in writing to wire transfer to the Custodial Account, within 90 days of receipt

of such direction, the amount of any such reasonable costs and expenses incurred

by the Trust that (i) otherwise would have been required to be paid by the

Mortgagor if such representation or warranty with respect to such costs and

expenses had in fact been true, as set forth in the related representation or

warranty, (ii) have not been paid by the Mortgagor, (iii) are the basis of such

Breach and (iv) constitute "Covered Costs." Upon payment of such costs, the

Seller shall be deemed to have cured such Breach in all respects. Provided that

such payment is made, this paragraph describes the sole remedy available to the

Purchaser regarding any such Breach, regardless of whether it constitutes a

Material Breach, and the Seller shall not be obligated to otherwise cure such

Breach or repurchase the affected Mortgage Loan under any circumstances.

(h) For so long as the Trust Fund is subject to the reporting

requirements of the Exchange Act, the Seller shall provide the Purchaser (or

with respect to any Serviced Companion Loan that is deposited into another

securitization, the depositor of such securitization) and the Trustee with any

Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure set

forth next the Purchaser's name on Exhibit P and Exhibit Q of the Pooling and

Servicing Agreement within the time periods set forth in the Pooling and

Servicing Agreement.

SECTION 6. Closing. The closing of the sale of the Mortgage Loans

(the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft

LLP, One World Financial Center, New York, NY 10281 at 10:00 A.M., New York City

time, on the Closing Date.

The Closing shall be subject to each of the following conditions:

(a) All of the representations and warranties of the CWCapital

Parties set forth in or made pursuant to Sections 3(a) and 3(b) of this

Agreement, and all of the representations and warranties of the Purchaser set

forth in Section 4 of this Agreement, shall be true and correct in all material

respects as of the Closing Date;

(b) Insofar as it affects the obligations of the Seller hereunder,

the Pooling and Servicing Agreement shall be in a form mutually acceptable to

the Purchaser and the Seller;

(c) All documents specified in Section 7 of this Agreement (the

"Closing Documents"), in such forms as are reasonably acceptable to the

Purchaser, shall be duly executed and delivered by all signatories as required

pursuant to the respective terms thereof;

(d) The Seller shall have delivered and released to the Trustee (or

a Custodian on its behalf), the Master Servicer and the Special Servicer all

documents and funds required to be delivered to the Trustee, the Master Servicer

and the Special Servicer, respectively, pursuant to Section 2 of this Agreement;

(e) All other terms and conditions of this Agreement required to be

complied with on or before the Closing Date shall have been complied with in all

material respects, and the CWCapital Parties shall have the ability to comply

with all terms and conditions and perform all duties and obligations required to

be complied with or performed after the Closing Date;

(f) The Seller shall have paid all fees and expenses payable by it

to the Purchaser or otherwise pursuant to this Agreement; and

(g) Neither the Underwriting Agreement nor the Certificate Purchase

Agreement shall have been terminated in accordance with its terms.

Both parties agree to use their best efforts to perform their

respective obligations hereunder in a manner that will enable the Purchaser to

purchase the Mortgage Loans on the Closing Date.

SECTION 7. Closing Documents. The Closing Documents shall consist of

the following:

(a) This Agreement duly executed by the Purchaser and the CWCapital

Parties;

(b) The Pooling and Servicing Agreement duly executed by the parties

thereto;

(c) The Indemnification Agreement duly executed by the parties

thereto;

(d) A Certificate of CWCapital, executed by a duly authorized

officer of CWCapital and dated the Closing Date, and upon which the Purchaser,

the Underwriters and the Initial Purchasers may rely, to the effect that

CWCapital has, in all material respects, complied with all the agreements and

satisfied all the conditions on its part that are required under this Agreement

to be performed or satisfied at or prior to the Closing Date;

(e) An Officer's Certificate from an officer of CWCapital, dated the

Closing Date, and upon which the Purchaser, the Underwriters and the Initial

Purchasers may rely, to the effect that each individual who, as an officer or

representative of CWCapital, signed this Agreement, the Indemnification

Agreement or any other document or certificate delivered on or before the

Closing Date in connection with the transactions contemplated herein or in the

Indemnification Agreement, was at the respective times of such signing and

delivery, and is as of the Closing Date, duly elected or appointed, qualified

and acting as such officer or representative, and the signatures of such persons

appearing on such documents or certificates are their genuine signatures, or

such other statement relating to incumbency that is acceptable to the Purchaser,

the Underwriters and the Initial Purchasers;

(f) As certified by an officer of the applicable CWCapital Party,

true and correct copies of (i) the organizational documents of each CWCapital

Party and (ii) certificates of good standing of (A) CWCapital Securities I and

CWCapital Securities VI each issued by the Secretary of State of the State of

Delaware and (B) CWCapital issued by the Secretary of State of the State of

Massachusetts, each as of a recent date;

(g) A favorable opinion of counsel to CWCapital, subject to

customary exceptions and carveouts, dated the Closing Date and addressed to the

Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and,

upon request, the other parties to the Pooling and Servicing Agreement, together

with such other opinions of such counsel as may be required by the Rating

Agencies in connection with the transactions contemplated hereby;

(h) A favorable opinion of in-house counsel to CWCapital, subject to

customary exceptions and carveouts, dated the Closing Date and addressed to the

Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and,

upon request, the other parties to the Pooling and Servicing Agreement;

(i) A letter of counsel of CWCapital, subject to customary

exceptions and carveouts, dated the Closing Date and addressed to the

Underwriters, to the effect that nothing has come to such counsel's attention

that would lead such counsel to believe that the Prospectus Supplement as of the

date thereof or as of the Closing Date contains, with respect to CWCapital or

the Mortgage Loans, any untrue statement of a material fact or omits to state a

material fact necessary in order to make the statements therein relating to

CWCapital or the Mortgage Loans, in the light of the circumstances under which

they were made, not misleading; and

(j) Such further certificates, opinions and documents as the

Purchaser may reasonably request.

SECTION 8. Costs. The reasonable out-of-pocket costs and expenses

incurred by the Seller, each other mortgage loan seller, the Purchaser, the

Underwriters and the Initial Purchasers in connection with the securitization of

the Mortgage Loans and the other transactions contemplated by this Agreement,

the Underwriting Agreement and the Certificate Purchase Agreement shall be

payable as set forth in a separate writing among such parties on the Closing

Date.

SECTION 9. Grant of a Security Interest. The parties hereto agree

that it is their express intent that the conveyance of the Mortgage Loans by the

Seller to the Purchaser as provided in Section 2 hereof be, and be construed as,

a sale of the Mortgage Loans by the Seller to the Purchaser and not as a pledge

of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other

obligation of the Seller. However, if, notwithstanding the aforementioned intent

of the parties, the Mortgage Loans are held to be property of the Seller, then

it is the express intent of the parties that: (i) such conveyance shall be

deemed to be a pledge of the Mortgage Loans by the Seller to the Purchaser to

secure a debt or other obligation of the Seller; (ii) this Agreement shall be

deemed to be a security agreement within the meaning of Articles 8 and 9 of the

applicable Uniform Commercial Code; (iii) the conveyance provided for in Section

2 hereof shall be deemed to be a grant by the Seller to the Purchaser of a

security interest in all of the Seller's right, title and interest in and to the

Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in

accordance with the terms thereof, and all proceeds of the conversion, voluntary

or involuntary, of the foregoing into cash, instruments, securities or other

property; (iv) the assignment to the Trustee of the interest of the Purchaser in

and to the Mortgage Loans shall be deemed to be an assignment of any security

interest created hereunder; (v) the possession by the Trustee or any of its

agents, including, without limitation, the Custodian, of the Mortgage Notes for

the Mortgage Loans, and such other items of property as constitute instruments,

money, negotiable documents or chattel paper shall be deemed to be "possession

by the secured party" for purposes of perfecting the security interest pursuant

to Section 9-313 of the applicable Uniform Commercial Code; and (vi)

notifications to persons (other than the Trustee) holding such property, and

acknowledgments, receipts or confirmations from such persons holding such

property, shall be deemed notifications to, or acknowledgments, receipts or

confirmations from, financial intermediaries, bailees or agents (as applicable)

of the secured party for the purpose of perfecting such security interest under

applicable law. The Seller and the Purchaser shall, to the extent consistent

with this Agreement, take such actions as may be necessary to ensure that, if

this Agreement were deemed to create a security interest in the Mortgage Loans,

such security interest would be deemed to be a perfected security interest of

first priority under applicable law and will be maintained as such throughout

the term of this Agreement and the Pooling and Servicing Agreement.

SECTION 10. Notices. All notices, copies, requests, consents,

demands and other communications required hereunder shall be in writing and

telecopied or delivered to the intended recipient at the "Address for Notices"

specified beneath its name on the signature pages hereof or, as to either party,

at such other address as shall be designated by such party in a notice hereunder

to the other party. Except as otherwise provided in this Agreement, all such

communications shall be deemed to have been duly given when transmitted by

telecopier or personally delivered or, in the case of a mailed notice, upon

receipt, in each case given or addressed as aforesaid.

SECTION 11. Representations, Warranties and Agreements to Survive

Delivery. All representations, warranties and agreements contained in this

Agreement, incorporated herein by reference or contained in the certificates of

officers of the CWCapital Parties submitted pursuant hereto, shall remain

operative and in full force and effect and shall survive delivery of the

Mortgage Loans by the Seller to the Purchaser (and by the Purchaser to the

Trustee) until the termination of the Pooling and Servicing Agreement pursuant

to the terms thereof.

SECTION 12. Severability of Provisions. Any part, provision,

representation, warranty or covenant of this Agreement that is prohibited or

which is held to be void or unenforceable shall be ineffective to the extent of

such prohibition or unenforceability without invalidating the remaining

provisions hereof. Any part, provision, representation, warranty or covenant of

this Agreement that is prohibited or unenforceable or is held to be void or

unenforceable in any particular jurisdiction shall, as to such jurisdiction, be

ineffective to the extent of such prohibition or unenforceability without

invalidating the remaining provisions hereof, and any such prohibition or

unenforceability in any particular jurisdiction shall not invalidate or render

unenforceable such provision in any other jurisdiction. To the extent permitted

by applicable law, the parties hereto waive any provision of law which prohibits

or renders void or unenforceable any provision hereof.

SECTION 13. Counterparts. This Agreement may be executed in any

number of counterparts, each of which shall be an original, but which together

shall constitute one and the same agreement.

SECTION 14. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT

WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF

NEW YORK, APPLICABLE TO AGREEMENTS NEGOTIATED, MADE AND TO BE PERFORMED ENTIRELY

IN SAID STATE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SELLER

AND THE PURCHASER EACH HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY

NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO

MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL

CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN

SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE

EXTENT, THE DEFENSE OF AN INCONVENIENT FORUM; AND (IV) AGREES THAT A FINAL

JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE

ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER

PROVIDED BY LAW.

SECTION 15. Further Assurances. The Seller and the Purchaser agree

to execute and deliver such instruments and take such further actions as the

other party may, from time to time, reasonably request in order to effectuate

the purposes and to carry out the terms of this Agreement.

SECTION 16. Successors and Assigns. The rights and obligations of

the CWCapital Parties under this Agreement shall not be assigned by the

CWCapital Parties without the prior written consent of the Purchaser, except

that any person into which one of the CWCapital Parties may be merged or

consolidated, or any corporation resulting from any merger, conversion or

consolidation to which one of the CWCapital Parties is a party, or any person

succeeding to all or substantially all of the business of the CWCapital Parties,

shall be the successor one of the CWCapital Parties hereunder. The Purchaser has

the right to assign its interest under this Agreement, in whole or in part, as

may be required to effect the purposes of the Pooling and Servicing Agreement,

and the assignee shall, to the extent of such assignment, succeed to the rights

and obligations hereunder of the Purchaser. Subject to the foregoing, this

Agreement shall bind and inure to the benefit of and be enforceable by the

CWCapital Parties, the Purchaser, and their respective successors and permitted

assigns.

SECTION 17. Amendments. No term or provision of this Agreement may

be waived or modified unless such waiver or modification is in writing and

signed by a duly authorized officer of the party against whom such waiver or

modification is sought to be enforced. The CWCapital Parties' obligations

hereunder shall in no way be expanded, changed or otherwise affected by any

amendment of or modification to the Pooling and Servicing Agreement, unless the

CWCapital Parties have consented to such amendment or modification in writing.

<PAGE>

IN WITNESS WHEREOF, the Seller and the Purchaser have caused their

names to be signed hereto by their respective duly authorized officers as of the

date first above written.

ADDITIONAL PARTY

CWCAPITAL LLC

By: /s/ Paul A. Sherrington

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

Name: Paul A. Sherrington

Title: Senior Vice President

Assistant General Counsel

SELLER

CWCAPITAL MORTGAGE SECURITIES I LLC

By: /s/ Paul A. Sherrington

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

Name: Paul A. Sherrington

Title: Senior Vice President

Assistant General Counsel

CWCAPITAL MORTGAGE SECURITIES VI LLC

By: /s/ Paul A. Sherrington

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

Name: Paul A. Sherrington

Title: Senior Vice President

Assistant General Counsel

PURCHASER

CWCAPITAL COMMERCIAL FUNDING CORP.

By: /s/ Robert Restrick

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

Name: Robert Restrick

Title: Senior Managing Director

<PAGE>

SCHEDULE A

Notices

Additional Party:

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

Address for Notices:

1540 Broadway

23rd Floor

New York, NY 10036

Attention: Paul A. Sherrington

Seller:

-------

1540 Broadway

23rd Floor

New York, NY 10036

Attention: Paul A. Sherrington

Purchaser:

----------

One Charles River Place

63 Kendrick Street

Needham, MA 02494

Attention: Craig Lieberman

<PAGE>

EXHIBIT A

Mortgage Loan Schedule

<PAGE>

COBALT CMBS COMMERCIAL MORTGAGE TRUST 2007-C3

EXHIBIT A

CWCAPITAL

<TABLE>

<CAPTION>

Mortgage

Loan Number Property Name Address

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

<S> <C> <C>

7 Tradewinds Hospitality Portfolio Various

7.01 Tradewinds Island Grand Resort 5500 Gulf Boulevard

7.02 Tradewinds Breckenridge Resort 5700 Gulf Boulevard

7.03 Tradewinds Sandpiper