EXECUTION VERSION MORTGAGE LOAN PURCHASE AGREEMENT

                                                              
EXECUTION VERSION

                        MORTGAGE LOAN PURCHASE AGREEMENT

            This Mortgage Loan Purchase Agreement, dated as of July
31, 2007
(this "Agreement"), is entered into between Merrill Lynch Mortgage
Lending, Inc.
(the "Seller") and Merrill Lynch Mortgage Investors, Inc. (the
"Purchaser").

            The Seller intends to sell and the Purchaser intends to
purchase
certain multifamily, commercial and manufactured housing community
mortgage
loans (the "Mortgage Loans") identified on the schedule (the
"Mortgage Loan
Schedule") annexed hereto as Schedule II. The Purchaser intends to
deposit the
Mortgage Loans, along with certain other mortgage loans (the "Other
Mortgage
Loans"), into a trust fund (the "Trust Fund"), the beneficial
ownership of which
will be evidenced by multiple classes of mortgage pass-through
certificates (the
"Certificates"). One or more "real estate mortgage investment
conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The
Trust Fund
will be created and the Certificates will be issued pursuant to a
Pooling and
Servicing Agreement, dated as of August 1, 2007 (the "Pooling and
Servicing
Agreement"), among the Purchaser as depositor, KeyCorp Real Estate
Capital
Markets, Inc. and Wells Fargo Bank, National Association ("Wells
Fargo") as
master servicers (each, in such capacity, a "Master Servicer"),
Centerline
Servicing Inc. as special servicer (the "Special Servicer"), U.S.
Bank National
Association as trustee (the "Trustee"), Wells Fargo as certificate
administrator
and LaSalle Bank National Association as custodian (in such
capacities, the
"Certificate Administrator" and "Custodian", respectively).
Capitalized terms
used but not defined herein (including the schedules attached
hereto) have the
respective meanings set forth in the Pooling and Servicing
Agreement.

            The Purchaser has entered into an Underwriting
Agreement, dated as
of July 31, 2007 (the "Underwriting Agreement"), with Merrill
Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch") for itself and as
representative
of Goldman, Sachs & Co. ("Goldman Sachs") and Morgan Stanley
& Co. Incorporated
("Morgan Stanley"; Merrill Lynch, Goldman Sachs and Morgan Stanley,
collectively, 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 (such Certificates, the
"Publicly-Offered
Certificates"). The Purchaser has also entered into a Certificate
Purchase
Agreement, dated as of July 31, 2007 (the "Certificate Purchase
Agreement"),
with Merrill Lynch (in such capacity, the "Initial Purchaser"),
whereby the
Purchaser will sell to the Initial Purchaser all of the remaining
Certificates
(such Certificates, the "Private Certificates").

            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
delivered to the
Purchaser pursuant to the terms hereof. The Mortgage Loans are
expected to have
an aggregate principal balance of $1,768,411,742 (the "MLML
Mortgage Loan
Balance") (subject to a variance of plus or minus





5.0%) as of the close of business on the Cut-off Date, after giving
effect to
any payments due on or before such date, whether or not such
payments are
received. The MLML Mortgage Loan Balance, together with the
aggregate principal
balance of the Other Mortgage Loans as of the Cut-off Date (after
giving effect
to any payments due on or before such date, whether or not such
payments are
received), is expected to equal an aggregate principal balance of
$4,050,224,261
(subject to a variance of plus or minus 5%). The purchase and sale
of the
Mortgage Loans shall take place on August 16, 2007 or such other
date as shall
be mutually acceptable to the parties to this Agreement (the
"Closing Date").
The consideration (the "Purchase Consideration") for the Mortgage
Loans shall be
equal to (i) 97.8331% of the MLML Mortgage Loan Balance as of the
Cut-off Date,
plus (ii) $4,462,309.11, which amount represents the amount of
interest accrued
on the MLML Mortgage Loan Balance, as agreed to by the Seller and
the Purchaser.
The Purchase Consideration may be subsequently adjusted pursuant to
the Letter
Agreement referred to below.

            The Purchase Consideration shall be paid to the Seller
or its
designee by wire transfer in immediately available funds on the
Closing Date.

            SECTION 2.  Conveyance of Mortgage Loans.

            (a)   Effective as of the Closing Date, subject only to
the Seller's
receipt of the Purchase Consideration (without regard to any
adjustment thereto
pursuant to the Letter Agreement) and the satisfaction or waiver of
the
conditions to closing set forth in Section 5 of this Agreement
(which conditions
shall be deemed to have been satisfied or waived upon the Seller's
receipt of
the Purchase Consideration), the Seller does hereby sell, transfer,
assign, set
over and otherwise convey to the Purchaser, without recourse
(except as set
forth in this Agreement), 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,
on a servicing released basis (subject to certain agreements
regarding servicing
as provided in the Pooling and Servicing Agreement, the
sub-servicing agreements
permitted thereunder and the Servicing Rights Purchase Agreement
(as defined in
Section 6(a)(iii) hereof)), together with all of the Seller's
right, title and
interest in and to the proceeds of any related title, hazard,
primary mortgage
or other insurance proceeds. 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.

      The Seller hereby covenants and agrees that the sale of the
Mortgage Loans
by the Seller is not subject to, and shall not be limited by, the
letter
agreement (the "Letter Agreement") entered into by the Seller and
Merrill Lynch
with respect to certain classes of the Certificates, and that the
Seller shall
have no claim against the Mortgage Loans as a result of its
entering into the
Letter Agreement.

            (b)   The Purchaser or its assignee shall 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 but collected after the Cut-off Date,
and
recoveries of principal and interest collected on or before the
Cut-off Date
(only in respect of principal and interest on the Mortgage Loans
due on or
before the Cut-off Date and principal prepayments thereon), shall
belong to, and
be promptly remitted to, the Seller.


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            (c)   The Seller hereby represents and warrants that it
has or will
have, on behalf of the Purchaser, delivered to the Custodian (i) on
or before
the Closing Date, the documents and instruments specified below
with respect to
each Mortgage Loan that are Specially Designated Mortgage Loan
Documents and
(ii) on or before the date that is 30 days after the Closing Date,
the remaining
documents and instruments specified below that are not Specially
Designated
Mortgage Loan Documents with respect to each Mortgage Loan (the
documents and
instruments specified below and referred to in clauses (i) and (ii)
preceding,
collectively, a "Mortgage File"). All Mortgage Files so delivered
will be held
by the Custodian in escrow for the benefit of the Seller at all
times prior to
the Closing Date. The Mortgage File with respect to each Mortgage
Loan that is a
Serviced Trust Mortgage Loan shall contain the following documents:

                  (i)       (A) the original executed Mortgage Note
for the 
      subject Mortgage Loan, including any power of attorney
related to the
      execution thereof (or a lost note affidavit and indemnity
with a copy of
      such Mortgage Note attached thereto), together with any and
all
      intervening endorsements thereon, endorsed on its face or by
allonge
      attached thereto (without recourse, representation or
warranty, express or
      implied) to the order of U.S. Bank National Association, as
Trustee for
      the registered holders of Merrill Lynch Mortgage Trust
2007-C1, Commercial
      Mortgage Pass-Through Certificates, Series 2007-C1, or in
blank, and (B)
      in the case of a Loan Combination, a copy of the executed
Mortgage Note
      for each related Non-Trust Loan;

                  (ii)      an original or copy of the Mortgage,
together with
      originals or copies of any and all intervening assignments
thereof, in
      each case (unless not yet returned by the applicable
recording office)
      with evidence of recording indicated thereon or certified by
the
      applicable recording office or, in the case of a MERS
Mortgage Loan (as
      defined below), an original or a copy of the Mortgage,
together with any
      and all intervening assignments thereof, in each case (unless
not yet
      returned by the applicable recording office) with evidence of
recording
      indicated thereon or certified by the applicable recording
office, with
      language noting the presence of the MIN (as defined below) of
such
      Mortgage Loan and language indicating that such Mortgage Loan
is a MERS
      Mortgage Loan;

                  (iii)     an original or copy of any related
Assignment of 
      Leases (if such item is a document separate from the
Mortgage), together
      with originals or copies of any and all intervening
assignments thereof,
      in each case (unless not yet returned by the applicable
recording office)
      with evidence of recording indicated thereon or certified by
the
      applicable recording office or, in the case of a MERS
Mortgage Loan, an
      original or copy of any related Assignment of Leases (if such
item is a
      document separate from the Mortgage), together with any and
all
      intervening assignments thereof, in each case with evidence
of recording
      indicated thereon or certified by the applicable recording
office, with
      language noting the presence of the MIN of such Mortgage Loan
and language
      indicating that such Mortgage Loan is a MERS Mortgage Loan;

                  (iv)      an original executed assignment, in
recordable form
      (except for completion of the assignee's name and address (if
the
      assignment is delivered in blank) and any missing recording
information or
      a certified copy of that assignment as sent for


                                        3




      recording), of (a) the Mortgage, (b) any related Assignment
of Leases (if
      such item is a document separate from the Mortgage) and (c)
any other
      recorded document relating to the subject Mortgage Loan
otherwise included
      in the Mortgage File, in favor of U.S. Bank National
Association, as
      Trustee for the registered holders of Merrill Lynch Mortgage
Trust
      2007-C1, Commercial Mortgage Pass-Through Certificates,
Series 2007-C1
      (or, in the case of a Loan Combination, in favor of U.S. Bank
National
      Association, as Trustee for the registered holders of Merrill
Lynch
      Mortgage Trust 2007-C1, Commercial Mortgage Pass-Through
Certificates,
      Series 2007-C1, and in its capacity as lead lender on behalf
of the
      holder(s) of the related Non-Trust Loan(s)), or in blank or,
in the case
      of a MERS Mortgage Loan, evidence from MERS indicating the
Trustee's
      ownership of such Mortgage Loan on the MERS(R) System and the
Trustee as
      the beneficiary of the assignment(s) of (x) the Mortgage, (y)
any related
      Assignment of Leases (if such item is a document separate
from the
      Mortgage) and (z) any other recorded document relating to
such Mortgage
      Loan otherwise included in the Mortgage File;

                  (v)       an original assignment of all
unrecorded documents
      relating to the Mortgage Loan (to the extent not already
assigned pursuant
      to clause (iv) above) in favor of U.S. Bank National
Association, as
      Trustee for the registered holders of Merrill Lynch Mortgage
Trust
      2007-C1, Commercial Mortgage Pass-Through Certificates,
Series 2007-C1
      (or, in the case of a Loan Combination, in favor of U.S. Bank
National
      Association, as Trustee for the registered holders of Merrill
Lynch
      Mortgage Trust 2007-C1, Commercial Mortgage Pass-Through
Certificates,
      Series 2007-C1, and in its capacity as lead lender on behalf
of the
      holder(s) of the related Non-Trust Loan(s)), or in blank or,
in the case
      of a MERS Mortgage Loan (to the extent not already evidenced
pursuant to
      clause (iv) above), evidence from MERS indicating the
Trustee's ownership
      of the Mortgage Loan on the MERS(R) System and the Trustee as
beneficiary
      of the assignment(s) of unrecorded documents related to the
Mortgage Loan;

                  (vi)      originals or copies of any
consolidation, 
      assumption, substitution and modification agreements in those
instances
      where the terms or provisions of the Mortgage or Mortgage
Note have been
      consolidated or modified or the subject Mortgage Loan has
been assumed;

                  (vii)     the original or a copy of the policy or
certificate 
      of lender's title insurance or, if such policy has not been
issued or
      located, an original or copy of an irrevocable, binding
commitment (which
      may be a pro forma policy or a marked version of the policy
that has been
      executed by an authorized representative of the title company
or an
      agreement to provide the same pursuant to binding escrow
instructions
      executed by an authorized representative of the title
company) to issue
      such title insurance policy;

                  (viii)    any filed copies or other evidence of
filing of any
      prior UCC Financing Statements in favor of the originator of
the subject
      Mortgage Loan or in favor of any assignee prior to the
Trustee (but only
      to the extent the Seller had possession of such UCC Financing
Statements
      prior to the Closing Date) and, if there is an effective UCC
Financing
      Statement in favor of the Seller on record with the
applicable public
      office for UCC Financing Statements, a UCC Financing
Statement assignment,
      in form suitable for filing in favor of U.S. Bank National
Association, as
      Trustee for the


                                        4




      registered holders of Merrill Lynch Mortgage Trust 2007-C1,
Commercial
      Mortgage Pass-Through Certificates, Series 2007-C1, as
assignee (or, in
      the case of a Loan Combination, in favor of U.S. Bank
National
      Association, as Trustee for the registered holders of Merrill
Lynch
      Mortgage Trust 2007-C1, Commercial Mortgage Pass-Through
Certificates,
      Series 2007-C1, and in its capacity as lead lender on behalf
of the holder
      of the related Non-Trust Loan(s)), or in blank or, in the
case of a MERS
      Mortgage Loan, evidence from MERS indicating the Trustee's
ownership of
      such Mortgage Loan on the MERS(R) System and the Trustee as
the
      beneficiary of any effective UCC Financing Statement in favor
of the
      Seller on record with the applicable public office for UCC
Financing
      Statements;

                  (ix)      an original or a copy of any Ground
Lease, guaranty 
      or ground lessor estoppel;

                  (x)       an original or a copy of any
intercreditor agreement
      relating to permitted debt of the Mortgagor and any
intercreditor
      agreement relating to mezzanine debt related to the
Mortgagor;

                  (xi)      an original or a copy of any loan
agreement, any 
      escrow or reserve agreement, any security agreement, any
management
      agreement, any agreed upon procedures letter, any lockbox or
cash
      management agreements, any environmental reports or any
letter of credit
      (which letter of credit shall not be delivered in original
form to the
      Custodian, but rather to the applicable Master Servicer), in
each case
      relating to the subject Mortgage Loan;

                  (xii)     with respect to a Mortgage Loan secured
by a 
      hospitality property, a signed copy of any franchise
agreement and/or
      franchisor comfort letter; and

                  (xiii)    if such Trust Mortgage Loan is part of
a Loan
      Combination, an original or a copy of the related Loan
Combination
      Co-Lender Agreement.

            The foregoing Mortgage File delivery requirement shall
be subject to
Section 2.01(c) of the Pooling and Servicing Agreement.

            For purposes of this Section 2(c):

            "MERS" means Mortgage Electronic Registration Systems,
Inc., a
corporation organized and existing under the laws of the State of
Delaware, or
any successor thereto.

            "MERS Mortgage Loan" means any Mortgage Loan registered
with MERS on
the MERS(R) System, as to which MERS is acting as mortgagee, solely
as nominee
for the Seller and its successors and assigns, which Mortgage Loans
are
identified on Schedule III hereto.

            "MERS(R) System" means the system of recording
transfers of
mortgages electronically maintained by MERS.

            "MIN" means the mortgage identification number on the
MERS(R) System
for any MERS Mortgage Loan.


                                        5




            (d)   The Seller shall retain an Independent third
party (the
"Recording/Filing Agent") that shall, as to each Mortgage Loan,
promptly (and in
any event within 180 days following the later of the Closing Date
and the
delivery of each Mortgage, Assignment of Leases, recordable
document and UCC
Financing Statement to the Custodian) cause to be submitted for
recording or
filing, as the case may be, in the appropriate public office for
real property
records or UCC Financing Statements, each assignment of Mortgage,
assignment of
Assignment of Leases and any other recordable documents relating to
each such
Mortgage Loan in favor of the Trustee that is referred to in clause
(iv) of the
definition of "Mortgage File" and each UCC Financing Statement
assignment in
favor of the Trustee that is referred to in clause (viii) of the
definition of
"Mortgage File." Each such assignment and UCC Financing Statement
assignment
shall reflect that the recorded original should be returned by the
public
recording office to the Custodian following recording, and each
such assignment
and UCC Financing Statement assignment shall reflect that the file
copy thereof
should be returned to the Custodian following filing; provided
that, in those
instances where the public recording office retains the original
assignment of
Mortgage or assignment of Assignment of Leases, the
Recording/Filing Agent shall
obtain therefrom a certified copy of the recorded original. 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
Custodian (or, if the Mortgage Loan is then no longer subject to
the Pooling and
Servicing Agreement, to the then holder of such Mortgage Loan).

            The Seller shall bear the out-of-pocket costs and
expenses of all
such recording, filing and delivery contemplated in the preceding
paragraph,
including, without limitation, any costs and expenses that may be
incurred by
the Custodian in connection with any such recording, filing or
delivery
performed by the Custodian at the Seller's request and the fees of
the
Recording/Filing Agent.

            If, on the Closing Date as to any MERS Mortgage Loan,
the Seller
does not deliver written evidence of the Trustee's ownership of
such Mortgage
Loan on the MERS(R) System showing the Trustee as a beneficiary of
the
assignment referred to in each of clause (iv) and (v) of the
definition of
"Mortgage File" or the UCC Financing Statements referred to in
clause (viii) of
the definition of "Mortgage File", the Seller may satisfy the
delivery
requirements of this Agreement and Section 2.01(b) of the Pooling
and Servicing
Agreement by delivering such evidence of ownership within 90 days
following the
Closing Date; provided that, during such time, the Seller shall
execute any
documents requested by the Master Servicer or the Special Servicer
with respect
to such MERS Mortgage Loan that, in the reasonable discretion of
the Master
Servicer or the Special Servicer (exercised in accordance with the
Servicing
Standard), are necessary to evidence the Trustee's ownership of, or
are
otherwise required for an immediate servicing need with respect to,
such
Mortgage Loan.

            (e)   All such other relevant documents and records
that (a) relate 
to the administration or servicing of the Mortgage Loans, (b) are
reasonably
necessary for the ongoing administration and/or servicing of such
Mortgage Loans
by the applicable Master Servicer in connection with its duties
under the
Pooling and Servicing Agreement, and (c) are in the possession or
under the
control of the Seller, together with all unapplied escrow amounts
and reserve
amounts in the possession or under the control of the Seller that
relate to the
Mortgage


                                        6




Loans, shall be delivered or caused to be delivered by the Seller
to the
applicable Master Servicer (or, at the direction of such Master
Servicer, to the
appropriate sub-servicer); provided that the Seller shall not be
required to
deliver any draft documents, privileged or other communications,
credit
underwriting, legal or other due diligence analyses, credit
committee briefs or
memoranda or other internal approval documents or data or internal
worksheets,
memoranda, communications or evaluations.

            The Seller agrees to use reasonable efforts to deliver
to the
Custodian, for its administrative convenience in reviewing the
Mortgage Files, a
mortgage loan checklist for each Mortgage Loan. The foregoing
sentence
notwithstanding, the failure of the Seller to deliver a mortgage
loan checklist
or a complete mortgage loan checklist shall not give rise to any
liability
whatsoever on the part of the Seller to the Purchaser, the
Custodian or any
other person because the delivery of the mortgage loan checklist is
being
provided to the Custodian solely for its administrative
convenience.

            (f)   The Seller shall take such actions as are
reasonably necessary
to assign or otherwise grant to the Trust Fund the benefit of any
letters of
credit in the name of the Seller, which secure any Mortgage Loan.

            SECTION 3.  Representations, Warranties and Covenants
of Seller.

            (a)   The Seller hereby represents and warrants to and
covenants 
with the Purchaser, as of the date hereof, that:

                  (i)       The Seller is a corporation duly
organized, validly
      existing and in good standing under the laws of the State of
Delaware and
      the Seller has taken all necessary corporate action to
authorize the
      execution, delivery and performance of this Agreement by it,
and has the
      power and authority to execute, deliver and perform this
Agreement and all
      transactions contemplated hereby.

                  (ii)      This Agreement has been duly and
validly authorized,
      executed and delivered by the Seller, all requisite action by
the Seller's
      directors and officers has been taken in connection
therewith, and
      (assuming the due authorization, execution and delivery
hereof by the
      Purchaser) this Agreement constitutes the valid, legal and
binding
      agreement of the Seller, enforceable against the Seller in
accordance with
      its terms, except as such enforcement may be limited by (A)
laws relating
      to bankruptcy, insolvency, fraudulent transfer,
reorganization,
      receivership, conservatorship or moratorium, (B) other laws
relating to or
      affecting the rights of creditors generally, or (C) 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
      Seller and the Seller's performance and compliance with the
terms of this
      Agreement will not (A) violate the Seller's certificate of
incorporation
      or bylaws, (B) violate any law or regulation or any
administrative decree
      or order to which it 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


                                        7




      instrument to which the Seller is a party or by which the
Seller is bound,
      which default might have consequences that would, in the
Seller's
      reasonable and good faith judgment, materially and adversely
affect the
      condition (financial or other) or operations of the Seller or
its
      properties or materially and adversely affect its performance
hereunder.

                  (iv)      The Seller is not in default with
respect to any 
      order or decree of any court or any order, regulation or
demand of any
      federal, state, municipal or other governmental agency or
body, which
      default might have consequences that would, in the Seller's
reasonable and
      good faith judgment, materially and adversely affect the
condition
      (financial or other) or operations of the Seller or its
properties or
      materially and adversely affect its performance hereunder.

                  (v)       The Seller is not a party to or bound
by any 
      agreement or instrument or subject to any certificate of
incorporation,
      bylaws or any other corporate restriction or any judgment,
order, writ,
      injunction, decree, law or regulation that would, in the
Seller's
      reasonable and good faith judgment, materially and adversely
affect the
      ability of the Seller to perform its obligations under this
Agreement or
      that requires the consent of any third person to the
execution of this
      Agreement or the performance by the Seller of its obligations
under this
      Agreement (except to the extent such consent has been
obtained).

                  (vi)      No consent, approval, authorization or
order of any 
      court or governmental agency or body is required for the
execution,
      delivery and performance by the Seller of or compliance by
the Seller with
      this Agreement or the consummation of the transactions
contemplated by
      this Agreement except as have previously been obtained, and
no bulk sale
      law applies to such transactions.

                  (vii)     None of the sale of the Mortgage Loans
by the 
      Seller, the transfer of the Mortgage Loans to the Trustee,
and the
      execution, delivery or performance of this Agreement by the
Seller,
      results or will result in the creation or imposition of any
lien on any of
      the Seller's assets or property that would have a material
adverse effect
      upon the Seller's ability to perform its duties and
obligations under this
      Agreement or materially impair the ability of the Purchaser
to realize on
      the Mortgage Loans.

                  (viii)    There is no action, suit, proceeding or

      investigation pending or to the knowledge of the Seller,
threatened
      against the Seller in any court or by or before any other
governmental
      agency or instrumentality which would, in the Seller's good
faith and
      reasonable judgment, prohibit its entering into this
Agreement or
      materially and adversely affect the validity of this
Agreement or the
      performance by the Seller of its obligations under this
Agreement.

                  (ix)      Under generally accepted accounting
principles 
      ("GAAP") and for federal income tax purposes, the Seller will
report the
      transfer of the Mortgage Loans to the Purchaser as a sale of
the Mortgage
      Loans to the Purchaser in exchange for consideration
consisting of a cash
      amount equal to the Purchase Consideration. 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


                                        8




      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.

                  (x)       The Prospectus Supplement contains all
the 
      information that is required to be provided in respect of the
Seller (that
      arise from its role as "sponsor" (within the meaning of
Regulation AB)),
      the Mortgage Loans, the related Mortgagors and the related
Mortgaged
      Properties pursuant to Regulation AB. For purpose of this
Agreement,
      "Regulation AB" shall mean Subpart 229.1100 - Asset-Backed
Securities
      (Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such
may be amended
      from time to time, and subject to such clarification and
interpretation as
      have been provided by the Commission in the adopting release
(Asset-Backed
      Securities, Securities Act Release No. 33-8518, 70 Fed. Reg.
1,506-1,631
      (Jan. 7, 2005)) or by the staff of the Commission, or as may
be provided
      by the Commission or its staff from time to time.

            (b)   The Seller hereby makes the representations and
warranties
contained in Schedule I hereto for the benefit of the Purchaser and
the Trustee
for the benefit of the Certificateholders as of the Closing Date
(unless a
different date is specified therein), with respect to (and solely
with respect
to) each Mortgage Loan, subject, however, to the exceptions set
forth on Annex A
to Schedule I of this Agreement.

            (c)   If the Seller receives written notice of a
Document Defect or
a Breach relating to a Mortgage Loan pursuant to Section 2.03(a) of
the Pooling
and Servicing Agreement, then the Seller shall, not later than 90
days from
receipt of such notice (or, in the case of a Document Defect or
Breach relating
to a Mortgage Loan not being a "qualified mortgage" within the
meaning of the
REMIC Provisions (a "Qualified Mortgage"), not later than 90 days
from any party
to the Pooling and Servicing Agreement discovering such Document
Defect or
Breach, provided the Seller receives such notice in a timely
manner), if such
Document Defect or Breach materially and adversely affects the
value of the
related Mortgage Loan or the interests of the Certificateholders
therein, cure
such Document Defect or Breach, as the case may be, in all material
respects,
which shall include payment of losses and any Additional Trust Fund
Expenses
associated therewith or, if such Document Defect or Breach (other
than omissions
due solely to a document not having been returned by the related
recording
office) cannot be cured within such 90-day period, (i) repurchase
the affected
Mortgage Loan (which, for the purposes of this clause (i), shall
include an REO
Loan) at the applicable Purchase Price (as defined in the Pooling
and Servicing
Agreement) not later than the end of such 90-day period or (ii)
substitute a
Qualified Substitute Mortgage Loan for such affected Mortgage Loan
(which, for
purposes of this clause (ii), shall include an REO Loan) not later
than the end
of such 90-day period (and in no event later than the second
anniversary of the
Closing Date) and pay the applicable Master Servicer for deposit
into its
Collection Account any Substitution Shortfall Amount in connection
therewith;
provided, however, that, unless the Document Defect or Breach would
cause the
Mortgage Loan not to be a Qualified Mortgage, if such Document
Defect or Breach
is capable of being cured but not within such 90-day period and the
Seller has
commenced and is diligently proceeding with the cure of such
Document Defect or
Breach within such 90-day period, the Seller shall have an
additional 90 days to
complete such cure (or, failing such cure, to repurchase or
substitute the
related Mortgage Loan (which, for purposes of such repurchase or
substitution,


                                        9




shall include an REO Loan)); and provided, further, that with
respect to such
additional 90-day period, the Seller shall have delivered an
officer's
certificate to the Certificate Administrator setting forth the
reason(s) such
Document Defect or Breach is not capable of being cured within the
initial
90-day period and what actions the Seller is pursuing in connection
with the
cure thereof and stating that the Seller anticipates that such
Document Defect
or Breach will be cured within the additional 90-day period; and
provided,
further, that no Document Defect (other than with respect to the
Specially
Designated Mortgage Loan Documents) shall be considered to
materially and
adversely affect the interests of the Certificateholders or the
value of the
related Mortgage Loan unless the document with respect to which the
Document
Defect exists is required in connection with an imminent
enforcement of the
mortgagee's rights or remedies under the related Mortgage Loan,
defending any
claim asserted by any Mortgagor or third party with respect to the
Mortgage
Loan, establishing the validity or priority of any lien or any
collateral
securing the Mortgage Loan or for any immediate servicing
obligations.

            A Document Defect or Breach (which Document Defect or
Breach
materially and adversely affects the value of the related Mortgage
Loan or the
interests of the Certificateholders therein) as to a Mortgage Loan
that is
cross-collateralized and cross-defaulted with one or more other
Mortgage Loans
(each, a "Crossed Loan" and such Crossed Loans, collectively, a
"Crossed Loan
Group"), which Document Defect or Breach does not constitute a
Document Defect
or Breach, as the case may be, as to any other Crossed Loan in such
Crossed Loan
Group (without regard to this paragraph) and is not cured as
provided for above,
shall be deemed to constitute a Document Defect or Breach, as the
case may be,
as to each other Crossed Loan in the subject Crossed Loan Group for
purposes of
this paragraph and the Seller shall be required to repurchase or
substitute all
such Crossed Loans unless (1) the weighted average debt service
coverage ratio
for all the remaining Crossed Loans for the four calendar quarters
immediately
preceding such repurchase or substitution is not less than the
weighted average
debt service coverage ratio for all such Crossed Loans, including
the affected
Crossed Loan, for the four calendar quarters immediately preceding
such
repurchase or substitution, and (2) the weighted average loan
to-value ratio for
the remaining Crossed Loans, determined at the time of repurchase
or
substitution, based upon an appraisal obtained by the Special
Servicer at the
expense of the Seller shall not be greater than the weighted
average
loan-to-value ratio for all such Crossed Loans, including the
affected Crossed
Loan determined at the time of repurchase or substitution, based
upon an
appraisal obtained by the Special Servicer at the expense of the
Seller;
provided, that if such debt service coverage and loan-to-value
criteria are
satisfied, any other Crossed Loan (that is not the Crossed Loan
directly
affected by the subject Document Defect or Breach), shall be
released from its
cross-collateralization and cross-default provision so long as such
Crossed Loan
(that is not the Crossed Loan directly affected by the subject
Document Defect
or Breach) is held in the Trust Fund; and provided, further, that
the repurchase
or replacement of less than all such Crossed Loans and the release
of any
Crossed Loan from a cross-collateralization and cross-default
provision shall be
further subject to the delivery by the Seller to the Certificate
Administrator,
at the expense of the Seller, of an Opinion of Counsel to the
effect that such
release would not cause either of REMIC I or REMIC II to fail to
qualify as a
REMIC under the Code or result in the imposition of any tax on
"prohibited
transactions" or "contributions" after the Startup Day under the
REMIC
Provisions. In the event that one or more of such other Crossed
Loans satisfy
the aforementioned criteria, the Seller may elect either to
repurchase or
substitute for only the affected Crossed Loan as to which the
related Document
Defect or Breach exists or to repurchase or substitute for all of
the Crossed
Loans in the related Crossed Loan


                                       10




Group. All documentation relating to the termination of the
cross-collateralization provisions of a Crossed Loan being
repurchased shall be
prepared at the expense of the Seller and, where required, with the
consent of
the related Mortgagor. For a period of two years from the Closing
Date, so long
as there remains any Mortgage File relating to a Mortgage Loan as
to which there
is any uncured Document Defect or Breach known to the Seller that
existed as of
the Closing Date, the Seller shall provide, once every 90 days, the
officer's
certificate to the Certificate Administrator described above as to
the reason(s)
such Document Defect or Breach remains uncured and as to the
actions being taken
to pursue cure; provided, however, that, without limiting the
effect of the
foregoing provisions of this Section 3(c), if such Document Defect
or Breach
shall materially and adversely affect the value of such Mortgage
Loan or the
interests of the holders of the Certificates therein (subject to
the second and
third provisos in the sole sentence of the preceding paragraph),
the Seller
shall in all cases on or prior to the second anniversary of the
Closing Date
either cause such Document Defect or Breach to be cured or
repurchase or
substitute for the affected Mortgage Loan (for the avoidance of
doubt, the
foregoing two-year period shall not be deemed to be a time
limitation on the
Seller's right to cure a Document Defect or Breach as set forth in
this Section
3). The delivery of a commitment to issue a policy of lender's
title insurance
as described in representation 8 set forth on Schedule I hereto in
lieu of the
delivery of the actual policy of lender's title insurance shall not
be
considered a Document Defect or Breach with respect to any Mortgage
File if such
actual policy of insurance is delivered to the Custodian not later
than the
180th day following the Closing Date.

            To the extent that the Seller is required to repurchase
or
substitute for a Crossed Loan hereunder in the manner prescribed
above in this
Section 3(c) while the Trustee continues to hold any other Crossed
Loans in such
Crossed Loan Group, the Seller and the Purchaser shall not enforce
any remedies
against the other's Primary Collateral (as defined below), but each
is permitted
to exercise remedies against the Primary Collateral securing its
respective
Crossed Loan(s), so long as such exercise does not materially
impair the ability
of the other party to exercise its remedies against the Primary
Collateral
securing the Crossed Loan(s) held thereby.

            If the exercise by one party would materially impair
the ability of
the other party to exercise its remedies with respect to the
Primary Collateral
securing the Crossed Loan(s) held by such party, then the Seller
and the
Purchaser shall forbear from exercising such remedies until the
Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be
modified in
a manner consistent with this Agreement to remove the threat of
material
impairment as a result of the exercise of remedies or some other
mutually agreed
upon accommodation can be reached. Any reserve or other cash
collateral or
letters of credit securing the Crossed Loans shall be allocated
between such
Crossed Loans in accordance with the Mortgage Loan documents, or,
if the related
Mortgage Loan documents do not so provide, then on a pro rata basis
based upon
their outstanding Stated Principal Balances. Notwithstanding the
foregoing, if a
Crossed Loan is modified to terminate the related
cross-collateralization and/or
cross-default provisions, the Seller shall furnish to the
Certificate
Administrator an Opinion of Counsel that such modification shall
not cause an
Adverse REMIC Event.

            For purposes hereof, "Primary Collateral" shall mean
the Mortgaged
Property directly securing a Crossed Loan and excluding any
property as to which
the related lien may


                                       11




only be foreclosed upon by exercise of cross-collateralization
provisions of
such Mortgage Loans.

            Notwithstanding any of the foregoing provisions of this
Section
3(c), if there is a Document Defect or Breach (which Document
Defect or Breach
materially and adversely affects the value of the related Mortgage
Loan or the
interests of the Certificateholders therein) with respect to one or
more
Mortgaged Properties with respect to a Mortgage Loan, the Seller
shall not be
obligated to repurchase or substitute the Mortgage Loan if (i) the
affected
Mortgaged Property(ies) may be released pursuant to the terms of
any partial
release provisions in the related Mortgage Loan documents (and such
Mortgaged
Property(ies) are, in fact, released) and, to the extent not
covered by the
applicable release price (if any) required under the related
Mortgage Loan
documents, the Seller pays (or causes to be paid) any additional
amounts
necessary to cover all reasonable out-of-pocket expenses reasonably
incurred by
the applicable Master Servicer, the Special Servicer, the Trustee,
the
Certificate Administrator, the Custodian or the Trust Fund in
connection with
such release, (ii) the remaining Mortgaged Property(ies) satisfy
the
requirements, if any, set forth in the Mortgage Loan documents and
the Seller
provides an opinion of counsel to the effect that such release
would not cause
either of REMIC I or REMIC II to fail to qualify as a REMIC under
the Code or
result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions
and (iii) each
Rating Agency then rating the Certificates shall have provided
written
confirmation that such release would not cause the then-current
ratings of the
Certificates rated by it to be qualified, downgraded or withdrawn.

            The foregoing provisions of this Section 3(c)
notwithstanding, the
Purchaser's sole remedy (subject to the last sentence of this
paragraph) for a
breach of representation 30 set forth on Schedule I hereto shall be
the cure of
such breach by the Seller, which cure shall be effected through the
payment by
the Seller of such costs and expenses (without regard to whether
such costs and
expenses are material or not) specified in such representation that
have not, at
the time of such cure, been received by the applicable Master
Servicer or the
Special Servicer from the related Mortgagor and not a repurchase or
substitution
of the related Mortgage Loan. Following the Seller's remittance of
funds in
payment of such costs and expenses, the Seller shall be deemed to
have cured the
breach of representation 30 in all respects. To the extent any fees
or expenses
that are the subject of a cure by the Seller are subsequently
obtained from the
related Mortgagor, the cure payment made by the Seller shall be
returned to the
Seller. Notwithstanding the prior provisions of this paragraph, the
Seller,
acting in its sole discretion, may effect a repurchase or
substitution (in
accordance with the provisions of this Section 3(c) setting forth
the manner in
which a Mortgage Loan may be repurchased or substituted) of a
Mortgage Loan, as
to which representation 30 set forth on Schedule I has been
breached, in lieu of
paying the costs and expenses that were the subject of the breach
of
representation 30 set forth on Schedule I.

            (d)   In connection with any permitted repurchase or
substitution of
one or more Mortgage Loans contemplated hereby, upon receipt of a
certificate
from a Servicing Officer certifying as to the receipt of the
applicable Purchase
Price (as defined in the Pooling and Servicing Agreement) or
Substitution
Shortfall Amount(s), as applicable, in the applicable Master
Servicer's
Collection Account, and, if applicable, the delivery of the
Mortgage File(s) and
the Servicing File(s) for the related Qualified Substitute Mortgage
Loan(s) to
the Custodian


                                       12


×O

and the applicable Master Servicer, respectively, (i) the Trustee
shall be
required to execute and deliver such endorsements and assignments
as are
provided to it by the applicable Master Servicer or the Seller, in
each case
without recourse, representation or warranty, as shall be necessary
to vest in
the Seller the legal and beneficial ownership of each repurchased
Mortgage Loan
or substituted Mortgage Loan, as applicable, (ii) the Trustee, the
Custodian,
the applicable Master Servicer and the Special Servicer shall each
tender to the
Seller, upon delivery to each of them of a receipt executed by the
Seller, all
portions of the Mortgage File and other documents pertaining to
such Mortgage
Loan possessed by it, and (iii) the applicable Master Servicer and
the Special
Servicer shall release to the Seller any Escrow Payments and
Reserve Funds held
by it in respect of such repurchased or deleted Mortgage Loan(s).

            At the time a substitution is made, the Seller shall
deliver the
related Mortgage File to the Custodian and certify that the
substitute Mortgage
Loan is a Qualified Substitute Mortgage Loan.

            No substitution of a Qualified Substitute Mortgage Loan
or Qualified
Substitute Mortgage Loans may be made in any calendar month after
the
Determination Date for such month. Periodic Payments due with
respect to any
Qualified Substitute Mortgage Loan after the related date of
substitution shall
be part of REMIC I, as applicable. No substitution of a Qualified
Substitute
Mortgage Loan for a deleted Mortgage Loan shall be permitted under
this
Agreement if, after such substitution, the aggregate of the Stated
Principal
Balances of all Qualified Substitute Mortgage Loans which have been
substituted
for deleted Mortgage Loans exceeds 10% of the aggregate Cut-off
Date Balance of
all the Mortgage Loans and the Other Mortgage Loans. Periodic
Payments due with
respect to any Qualified Substitute Mortgage Loan on or prior to
the related
date of substitution shall not be part of the Trust Fund or REMIC
I.

            (e)   This Section 3 provides the sole remedies
available to the
Purchaser, the Certificateholders, or the Trustee (on whose behalf
the
Certificate Administrator may act) on behalf of the
Certificateholders,
respecting any Document Defect in a Mortgage File or any Breach of
any
representation or warranty set forth in or required to be made
pursuant to this
Section 3.

            (f)   If, upon any payment in full with respect to any
MERS Mortgage
Loan, none of the Trustee, the Master Servicer or any Sub-Servicer
of such
Mortgage Loan is registered with MERS and is unable to reflect the
release of
the related Mortgage on the MERS(R) System, the Seller shall take
all necessary
action to reflect the release of such Mortgage on the MERS(R)
System and shall
take such other actions as are necessary to enable the Master
Servicer and the
Trustee to comply with the provisions of Section 3.10 of the
Pooling and
Servicing Agreement and any other provisions relating to the
release of the
Mortgage Loan or the related Mortgage File.

            SECTION 4.  Representations, Warranties and Covenants
of the
Purchaser. In order to induce the Seller to enter into this
Agreement, the
Purchaser hereby represents, warrants and covenants for the benefit
of the
Seller as of the date hereof that:


                                       13




            (a)   The Purchaser is a corporation duly organized,
validly 
existing and in good standing under the laws of the State of
Delaware and the
Purchaser has taken all necessary corporate action to authorize the
execution,
delivery and performance of this Agreement by it, and has the power
and
authority to execute, deliver and perform this Agreement and all
transactions
contemplated hereby.

            (b)   This Agreement has been duly and validly
authorized, executed
and delivered by the Purchaser, all requisite action by the
Purchaser's
directors and officers has been taken in connection therewith, and
(assuming the
due authorization, execution and delivery hereof by the Seller)
this Agreement
constitutes the valid, legal and binding agreement of the
Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such
enforcement
may be limited by (A) laws relating to bankruptcy, insolvency,
fraudulent
transfer, reorganization, receivership, conservatorship or
moratorium, (B) other
laws relating to or affecting the rights of creditors generally, or
(C) general
equity principles (regardless of whether such enforcement is
considered in a
proceeding in equity or at law).

            (c)   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 articles of incorporation or
bylaws, (B)
violate any law or regulation or any administrative decree or order
to which it
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, which default might have
consequences
that would, in the Purchaser's reasonable and good faith judgment,
materially
and adversely affect the condition (financial or other) or
operations of the
Purchaser or its properties or have consequences that would
materially and
adversely affect its performance hereunder.

            (d)   The Purchaser is not a party to or bound by any
agreement or
instrument or subject to any certificate of incorporation, bylaws
or any other
corporate restriction or any judgment, order, writ, injunction,
decree, law or
regulation that would, in the Purchaser's reasonable and good faith
judgment,
materially and adversely affect the ability of the Purchaser to
perform its
obligations under this Agreement or that requires the consent of
any third
person to the execution of this Agreement or the performance by the
Purchaser of
its obligations under this Agreement (except to the extent such
consent has been
obtained).

            (e)   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, under federal or
state law, 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.

            (f)   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
a sale of the Mortgage Loans to the Purchaser in exchange for
consideration
consisting of a cash amount equal to the aggregate Purchase
Consideration.


                                       14




            (g)   There is no action, suit, proceeding or
investigation pending 
or to the knowledge of the Purchaser, threatened against the
Purchaser in any
court or by or before any other governmental agency or
instrumentality which
would materially and adversely affect the validity of this
Agreement or any
action taken in connection with the obligations of the Purchaser
contemplated
herein, or which would be likely to impair materially the ability
of the
Purchaser to enter into and/or perform under the terms of this
Agreement.

            (h)   The Purchaser is not in default with respect to
any order or
decree of any court or any order, regulation or demand of any
federal, state,
municipal or other governmental agency or body, which default might
have
consequences that would, in the Purchaser's reasonable and good
faith judgment,
materially and adversely affect the condition (financial or other)
or operations
of the Purchaser or its properties or might have consequences that
would
materially and adversely affect its performance hereunder.

            SECTION 5.  Closing. The closing of the sale of the
Mortgage Loans
(the "Closing") shall be held at the offices of Thacher Proffitt
& Wood LLP on
the Closing Date. The Closing shall be subject to each of the
following
conditions:

            (a)   All of the representations and warranties of the
Seller 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)   All documents specified in Section 6 of this
Agreement (the
"Closing Documents"), in such forms as are agreed upon and
acceptable to the
Purchaser, the Seller, the Underwriters and their respective
counsel in their
reasonable discretion, shall be duly executed and delivered by all
signatories
as required pursuant to the respective terms thereof;

            (c)   The Seller shall have delivered and released to
the Custodian
and the applicable Master Servicer, respectively, all documents
represented to
have been or required to be delivered to the Custodian and such
Master Servicer
pursuant to Section 2 of this Agreement;

            (d)   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 Seller and the Purchaser shall have
the ability to
comply with all terms and conditions and perform all duties and
obligations
required to be complied with or performed after the Closing Date;

            (e)   The Seller shall have paid all fees and expenses
payable by it
to the Purchaser or otherwise pursuant to this Agreement as of the
Closing Date;

            (f)   One or more letters from the independent
accounting firm of
Deloitte & Touche LLP, in form satisfactory to the Purchaser
and relating to
certain information regarding the Mortgage Loans and Certificates
as set forth
in the Prospectus (as defined in Section 6(d) of this Agreement)
and Prospectus
Supplement (as defined in Section 6(d) of this Agreement),
respectively, shall
have been delivered; and


                                       15




            (g)   The Seller shall have executed and delivered
concurrently
herewith that certain Indemnification Agreement, dated as of July
31, 2007,
among the Seller, General Electric Capital Corporation, LaSalle
Bank National
Association, Wells Fargo Bank, National Association, the Purchaser,
the
Underwriters and the Initial Purchaser.

            Both parties agree to use their best reasonable 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 6.  Closing Documents. The Closing Documents
shall consist 
of the following:

            (a)   (i) This Agreement duly executed by the Purchaser
and the
Seller, (ii) the Pooling and Servicing Agreement duly executed by
the parties
thereto and (iii) the agreement(s) pursuant to which the servicing
rights with
respect to the Mortgage Loans are being sold to the applicable
Master Servicer
(such agreement(s), individually or collectively, as the case may
be, the
"Servicing Rights Purchase Agreement");

            (b)   An officer's certificate of the Seller, executed
by a duly
authorized officer of the Seller and dated the Closing Date, and
upon which the
Purchaser, the Underwriters and the Initial Purchaser may rely, to
the effect
that: (i) the representations and warranties of the Seller in this
Agreement are
true and correct in all material respects at and as of the Closing
Date with the
same effect as if made on such date; and (ii) the Seller 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;

            (c)   An officer's certificate from an officer of the
Seller (signed
in his/her capacity as an officer), dated the Closing Date, and
upon which the
Purchaser may rely, to the effect that each individual who, as an
officer or
representative of the Seller, 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 therein,
was at the respective times of such signing and delivery, and is as
of the
Closing Date, duly elected or appointed, qualified and acting as
such officer or
representative, and the signatures of such persons appearing on
such documents
and certificates are their genuine signatures;

            (d)   An officer's certificate from an officer of the
Seller (signed
in his/her capacity as an officer), dated the Closing Date, and
upon which the
Purchaser, the Underwriters and Initial Purchaser may rely, to the
effect that
(i) such officer has carefully examined the Specified Portions (as
defined
below) of the Free Writing Prospectus and nothing has come to
his/her attention
that leads him/her to believe that the Specified Portions of the
Free Writing
Prospectus (when read together with the free writing prospectus
distributed by
e-mail to potential investors in the Certificates on July 27, 2007
and attached
hereto as Exhibit A), as of the Time of Sale or as of the Closing
Date, included
or include any untrue statement of a material fact relating to the
Mortgage
Loans or omitted or omit to state therein a material fact necessary
in order to
make the statements therein relating to the Mortgage Loans, in
light of the
circumstances under which they were made, not misleading, (ii) such
officer has
carefully examined the Specified Portions (as defined below) of the
Prospectus
Supplement and nothing has come to


                                       16




his/her attention that leads him/her to believe that the Specified
Portions of
the Prospectus Supplement, as of the date of the Prospectus
Supplement or as of
the Closing Date, included or include any untrue statement of a
material fact
relating to the Mortgage Loans or omitted or omit to state therein
a material
fact necessary in order to make the statements therein relating to
the Mortgage
Loans, in light of the circumstances under which they were made,
not misleading,
and (iii) such officer has carefully examined the Specified
Portions (as defined
below) of the Memorandum (pursuant to which certain classes of the
Private
Certificates are being privately offered) and nothing has come to
his/her
attention that leads him/her to believe that the Specified Portions
of the
Memorandum, as of the date thereof or as of the Closing Date,
included or
include any untrue statement of a material fact relating to the
Mortgage Loans
or omitted or omit to state therein a material fact necessary in
order to make
the statements therein related to the Mortgage Loans, in the light
of the
circumstances under which they were made, not misleading.

            The "Specified Portions" of the Free Writing Prospectus
shall
consist of Annex A-1 to the Free Writing Prospectus, entitled
"Certain
Characteristics of the Mortgage Loans" (insofar as the information
contained in
Annex A-1 relates to the Mortgage Loans sold by the Seller
hereunder), Annex A-1
(YM Footnotes) to the Free Writing Prospectus, entitled "Yield
Maintenance
Formulas" (insofar as the information contained in Annex A-1 (YM
Footnotes)
relates to the Mortgage Loans sold by the Seller hereunder), Annex
A-2 to the
Free Writing Prospectus, entitled "Certain Statistical Information
Regarding the
Mortgage Loans" (insofar as the information contained in Annex A-2
relates to
the Mortgage Loans sold by the Seller hereunder), Annex B to the
Free Writing
Prospectus entitled "Certain Characteristics Regarding Multifamily
Properties"
(insofar as the information contained in Annex B relates to the
Mortgage Loans
sold by the Seller hereunder), Annex C to the Free Writing
Prospectus, entitled
"Preliminary Structural and Collateral Term Sheet" (insofar as the
information
contained in Annex C relates to the Mortgage Loans sold by the
Seller
hereunder), the CD-ROM which accompanies the Free Writing
Prospectus (insofar as
such CD-ROM is consistent with Annex A-1, Annex A-2 and/or Annex B
(only insofar
as the information contained therein relates to the Mortgage Loans
sold by the
Seller hereunder)), and the following sections of the Free Writing
Prospectus
(only to the extent that any such information relates to the Seller
(solely in
its capacity as a seller, sponsor or originator of the Mortgage
Loans sold by
the Seller hereunder), or the Mortgage Loans sold by the Seller
hereunder and
exclusive of any statements in such sections that purport to
describe the
servicing and administration provisions of the Pooling and
Servicing Agreement
and exclusive of aggregated numerical information that includes the
Other
Mortgage Loans): "Summary of Offering Prospectus--Relevant
Parties--Sponsors/Mortgage Loan Sellers", "Summary of Offering
Prospectus--The
Mortgage Loans and the Mortgaged Real Properties", "Risk
Factors--Risks Related
to the Mortgage Loans", "Description of the Mortgage Pool",
"Transaction
Participants--The Sponsors" and "Affiliations and Certain
Relationships and
Related Transactions".

            The "Specified Portions" of the Prospectus Supplement
shall consist
of Annex A-1 to the Prospectus Supplement, entitled "Certain
Characteristics of
the Mortgage Loans" (insofar as the information contained in Annex
A-1 relates
to the Mortgage Loans sold by the Seller hereunder), Annex A-1 (YM
Footnotes) to
the Prospectus Supplement, entitled "Yield Maintenance Formulas"
(insofar as the
information contained in Annex A-1 (YM Footnotes) relates to the
Mortgage Loans
sold by the Seller hereunder), Annex A-2 to the Prospectus
Supplement, entitled
"Certain Statistical Information Regarding the Mortgage Loans"
(insofar as


                                       17




the information contained in Annex A-2 relates to the Mortgage
Loans sold by the
Seller hereunder), Annex B to the Prospectus Supplement entitled
"Certain
Characteristics Regarding Multifamily Properties" (insofar as the
information
contained in Annex B relates to the Mortgage Loans sold by the
Seller
hereunder), Annex C to the Prospectus Supplement, entitled
"Description of the
Ten Largest Mortgage Loans" (insofar as the information contained
in Annex C
relates to the Mortgage Loans sold by the Seller hereunder), the
CD-ROM which
accompanies the Prospectus Supplement (insofar as such CD-ROM is
consistent with
Annex A-1, Annex A-2 and/or Annex B (only insofar as the
information contained
therein related to the Mortgage Loans sold by the Seller
hereunder)), and the
following sections of the Prospectus Supplement (only to the extent
that any
such information relates to the Seller (solely in its capacity as a
seller,
sponsor or originator of the Mortgage Loans sold by the Seller
hereunder), or
the Mortgage Loans sold by the Seller hereunder and exclusive of
any statements
in such sections that purport to describe the servicing and
administration
provisions of the Pooling and Servicing Agreement and exclusive of
aggregated
numerical information that includes the Other Mortgage Loans):
"Summary of
Prospectus Supplement--Relevant Parties--Sponsors/Mortgage Loan
Sellers",
"Summary of Prospectus Supplement--The Mortgage Loans and the
Mortgaged Real
Properties", "Risk Factors--Risks Related to the Mortgage Loans",
"Description
of the Mortgage Pool", "Transaction Participants--The Sponsors" and
"Affiliations and Certain Relationships and Related Transactions".

            The "Specified Portions" of the Memorandum shall
consist of the
Specified Portions of the Prospectus Supplement (as attached as an
exhibit to
the Memorandum).

            For purposes of this Section 6(d) and this Agreement,
the following
terms have the meanings set forth below:

            "Free Writing Prospectus" means the Offering Prospectus
dated July
16, 2007, and relating to the Publicly Offered Certificates.

            "Memorandum" means the confidential Private Placement
Memorandum
dated July 31, 2007, and relating to the Private Certificates;

            "Prospectus" means the prospectus dated May 10, 2007.

            "Prospectus Supplement" means the prospectus supplement
dated July
31, 2007, that supplements the Prospectus and relates to the
Publicly-Offered
Certificates; and

            "Time of Sale" means July 31, 2007, at 3:30 p.m.

            (e)   Each of: (i) the resolutions of the Seller's
board of 
directors or a committee thereof authorizing the Seller's entering
into the
transactions contemplated by this Agreement, (ii) the certificate
of
incorporation and bylaws of the Seller, and (iii) an original or a
copy of a
certificate of good standing of the Seller issued by the State of
Delaware not
earlier than 30 days prior to the Closing Date;

            (f)   A written opinion of counsel for the Seller
relating to
organizational and enforceability matters (which opinion may be
from in-house
counsel, outside counsel or a combination thereof), reasonably
satisfactory to
the Purchaser, its counsel and the Rating


                                       18




Agencies, dated the Closing Date and addressed to the Purchaser,
the Trustee,
the Certificate Administrator, the Custodian, the Underwriters, the
Initial
Purchaser and each of the Rating Agencies, together with such other
written
opinions, including as to insolvency matters, as may be required by
the Rating
Agencies; and

            (g)   Such further certificates, opinions and documents
as the
Purchaser may reasonably request prior to the Closing Date.

            SECTION 7.  Costs. Whether or not this Agreement is
terminated, both
the Seller and the Purchaser shall pay their respective share of
the transaction
expenses incurred in connection with the transactions contemplated
herein as set
forth in the closing statement prepared by the Purchaser and
delivered to and
approved by the Seller on or before the Closing Date, and in the
memorandum of
understanding to which the Seller and the Purchaser (or an
affiliate thereof)
are parties with respect to the transactions contemplated by this
Agreement.

            SECTION 8.  Grant of a Security Interest. It is the
express intent 
of the parties hereto that the conveyance of the Mortgage Loans by
the Seller to
the Purchaser as provided in Section 2 of this Agreement 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, (a) it is the express intent of the parties that such
conveyance be deemed
a pledge of the Mortgage Loans by the Seller to the Purchaser to
secure a debt
or other obligation of the Seller, and (b) (i) this Agreement shall
also be
deemed to be a security agreement within the meaning of Article 9
of the UCC of
the applicable jurisdiction; (ii) the conveyance provided for in
Section 2 of
this Agreement 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, including without limitation, all amounts, other than
investment
earnings (other than investment earnings required by Section
3.19(a) of the
Pooling and Servicing Agreement to offset Prepayment Interest
Shortfalls), from
time to time held or invested in the applicable Master Servicer's
Collection
Account, the Distribution Account or, if established, the REO
Account whether in
the form of cash, instruments, securities or other property; (iii)
the
assignment to the Trustee of the interest of the Purchaser as
contemplated by
Section 1 of this Agreement shall be deemed to be an assignment of
any security
interest created hereunder; (iv) the possession by the Trustee or
the Custodian
or any of their agents, of the Mortgage Notes, 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 UCC of the
applicable
jurisdiction; and (v) notifications to persons (other than the
Trustee) holding
such property, and acknowledgments, receipts or confirmations from
persons
(other than the Trustee) 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


                                       19




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. The Seller does
hereby
consent to the filing by the Purchaser of financing statements
relating to the
transactions contemplated hereby without the signature of the
Seller.

            SECTION 9.  Notice of Exchange Act Reportable Events.
The Seller
hereby agrees to deliver to the Purchaser any disclosure
information relating to
any event, specifically relating to the Seller (that arise from its
role as
sponsor with respect to the Mortgage Loans), reasonably determined
in good faith
by the Purchaser as required to be reported on Form 8-K, Form 10-D
or Form 10-K
by the Trust Fund (in formatting reasonably appropriate for
inclusion in such
form) insofar as such disclosure is required under Item 1117 or
1119 of
Regulation AB or Item 1.03 to Form 8-K. The Seller shall use
reasonable efforts
to deliver proposed disclosure language relating to any event,
specifically
relating to the Seller (that arise from its role as sponsor with
respect to the
Mortgage Loans), described under Item 1117 or 1119 of Regulation AB
or Item 1.03
to Form 8-K to the Purchaser as soon as reasonably practicable
after the Seller
becomes aware of such event and in no event more than two (2)
business days
following the occurrence of such event if such event is reportable
under Item
1.03 to Form 8-K. The obligation of the Seller to provide the above
referenced
disclosure materials in any fiscal year of the Trust Fund will
terminate upon
the Trustee or Certificate Administrator filing a Form 15 with
respect to the
Trust Fund as to that fiscal year in accordance with Section 8.16
of the Pooling
and Servicing Agreement or the reporting requirements with respect
to the Trust
Fund under the Securities Exchange Act of 1934, as amended (the
"1934 Act"),
have otherwise automatically suspended. The Seller hereby
acknowledges that the
information to be provided by it pursuant to this Section 9 will be
used in the
preparation of reports on Form 8-K, Form 10-D or Form 10-K with
respect to the
Trust Fund as required under the 1934 Act and any applicable rules
promulgated
thereunder and as required under Regulation AB.

            SECTION 10. Notices. All notices, copies, requests,
consents,
demands and other communications required hereunder shall be in
writing and sent
either by certified mail (return receipt requested) or by courier
service (proof
of delivery requested) to the intended recipient at the "Address
for Notices"
specified for such party on Exhibit A hereto, 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
received, 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 Seller 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).

            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


                                       20




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 that 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; WAIVER OF TRIAL BY JURY.
THIS AGREEMENT
AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE
PARTIES HERETO
SHALL BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION
5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT. THE
PARTIES HERETO
HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO
TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT,
TORT OR
OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE
TRANSACTIONS
CONTEMPLATED HEREBY.

            SECTION 15. Attorneys' Fees. If any legal action, suit
or proceeding
is commenced between the Seller and the Purchaser regarding their
respective
rights and obligations under this Agreement, the prevailing party
shall be
entitled to recover, in addition to damages or other relief, costs
and expenses,
attorneys' fees and court costs (including, without limitation,
expert witness
fees). As used herein, the term "prevailing party" shall mean the
party that
obtains the principal relief it has sought, whether by compromise
settlement or
judgment. If the party that commenced or instituted the action,
suit or
proceeding shall dismiss or discontinue it without the concurrence
of the other
party, such other party shall be deemed the prevailing party.

            SECTION 16. 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 17. Successors and Assigns. The rights and
obligations of
the Seller under this Agreement shall not be assigned by the Seller
without the
prior written consent of the Purchaser, except that any person into
which the
Seller may be merged or consolidated, or any corporation resulting
from any
merger, conversion or consolidation to which the Seller is a party,
or any
person succeeding to all or substantially all of the business of
the Seller,
shall be the successor to the Seller 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
Seller, the
Purchaser, the Underwriters (as intended third party beneficiaries
hereof), the
Initial Purchaser (also as an intended third party


                                       21




beneficiary hereof) and their permitted successors and assigns.
This Agreement
is enforceable by the Underwriters, the Initial Purchaser and the
other third
party beneficiaries hereto in all respects to the same extent as if
they had
been signatories hereof.

            SECTION 18. 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 hereto against
whom such waiver
or modification is sought to be enforced. The Seller's obligations
hereunder
shall in no way be expanded, changed or otherwise affected by any
amendment of
or modification to the Pooling and Servicing Agreement, including,
without
limitation, any defined terms therein, unless the Seller has
consented to such
amendment or modification in writing.

            SECTION 19. Accountants' Letters. The parties hereto
shall cooperate
with Deloitte & Touche LLP in making available all information
and taking all
steps reasonably necessary to permit such accountants to deliver
the letters
required by the Underwriting Agreement and the Certificate Purchase
Agreement.

            SECTION 20. Knowledge. Whenever a representation or
warranty or
other statement in this Agreement (including, without limitation,
Schedule I
hereto) is made with respect to a Person's "knowledge," such
statement refers to
such Person's employees or agents who were or are responsible for
or involved
with the indicated matter and have actual knowledge of the matter
in question.

            SECTION 21. Cross-Collateralized Mortgage Loans. Each
Crossed Loan
Group is identified on the Mortgage Loan Schedule. For purposes of
reference,
the Mortgaged Property that relates or corresponds to any of the
Mortgage Loans
in a Crossed Loan Group shall be the property identified in the
Mortgage Loan
Schedule as corresponding thereto. The provisions of this
Agreement, including,
without limitation, each of the representations and warranties set
forth in
Schedule I hereto and each of the capitalized terms used herein but
defined in
the Pooling and Servicing Agreement, shall be interpreted in a
manner consistent
with this Section 21. In addition, if there exists with respect to
any Crossed
Loan Group only one original of any document referred to in the
definition of
"Mortgage File" in this Agreement and covering all the Mortgage
Loans in such
Crossed Loan Group, the inclusion of the original of such document
in the
Mortgage File for any of the Mortgage Loans in such Crossed Loan
Group shall be
deemed an inclusion of such original in the Mortgage File for each
such Mortgage
Loan.


                           [SIGNATURE PAGES TO FOLLOW]


                                       22




            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.

                                      SELLER                       
         
                                                                   
         
                                      MERRILL LYNCH MORTGAGE
LENDING, INC.   
                                                                   
         
                                                                   
         
                                      By: /s/ David M. Rodgers     
         
                                         
--------------------------------------
                                          Name: David M. Rodgers   
         
                                          Title: Vice President    
         
                                                                   
         
                                                                   
         
                                      PURCHASER                    
         
                                                                   
         
                                      MERRILL LYNCH MORTGAGE
INVESTORS,      
                                       INC.                        
         
                                                                   
         
                                                                   
         
                                      By: /s/ David M. Rodgers     
         
                                         
--------------------------------------
                                          Name: David M. Rodgers   
         
                                          Title: Executive Vice
President    


                      MLML MORTGAGE LOAN PURCHASE AGREEMENT





                                    EXHIBIT A

Seller:

Address for Notices:

Merrill Lynch Mortgage Lending, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
250 Vesey Street
New York, New York 10080,
Attention: David M. Rodgers

with a copy to:

Merrill Lynch Mortgage Lending, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
250 Vesey Street
New York, New York 10080
Attention: Director of CMBS Securitizations

and with a copy to:

Merrill Lynch Mortgage Lending, Inc.
4 World Financial Center, 12th Floor
250 Vesey Street
New York, New York 10080
Attention: General Counsel for Global Commercial Real Estate in the
Office
of the General Counsel

Purchaser:

Address for Notices:

Merrill Lynch Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
250 Vesey Street
New York, New York 10080
Attention:  David M. Rodgers

with a copy to:

Merrill Lynch Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
250 Vesey Street
New York, New York 10080


                      MLML MORTGAGE LOAN PURCHASE AGREEMENT





Attn: Director of CMBS Securitizations

and to:

Merrill Lynch Mortgage Investors, Inc.
4 World Financial Center, 12th Floor
250 Vesey Street
New York, New York 10080
Attention: General Counsel for Global
           Commercial Real Estate in the Office
           of the General Counsel





                                   SCHEDULE I

                  MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

            For purposes of this Schedule I, the "Value" of a
Mortgaged Property
shall mean the value of such Mortgaged Property as determined by
the appraisal
(and subject to the assumptions set forth in the appraisal)
performed in
connection with the origination of the related Mortgage Loan.

            1.    Mortgage Loan Schedule. The information set forth
in the 
Mortgage Loan Schedule with respect to the Mortgage Loans is true
and correct in
all material respects (and contains all the items listed in the
definition of
"Mortgage Loan Schedule") as of the dates of the information set
forth therein
or, if not set forth therein, and in all events no earlier than, as
of the
respective Cut-off Dates for the Mortgage Loans.

            2.    Ownership of Mortgage Loans. Immediately prior to
the transfer
of the Mortgage Loans to the Purchaser, the Seller had good title
to, and was
the sole owner of, each Mortgage Loan. The Seller has full right,
power and
authority to transfer and assign each Mortgage Loan to or at the
direction of
the Purchaser free and clear of any and all pledges, liens,
charges, security
interests, participation interests and/or other interests and
encumbrances
(except for certain servicing rights as provided in the Pooling and
Servicing
Agreement, any permitted subservicing agreements and servicing
rights purchase
agreements pertaining thereto and the rights of a holder of a
related Non-Trust
Loan pursuant to a Loan Combination Intercreditor Agreement). The
Seller has
validly and effectively conveyed to the Purchaser all legal and
beneficial
interest in and to each Mortgage Loan free and clear of any pledge,
lien,
charge, security interest or other encumbrance (except for certain
servicing
rights as provided in the Pooling and Servicing Agreement, any
permitted
subservicing agreements and servicing rights purchase agreements
pertaining
thereto); provided that recording and/or filing of various transfer
documents
are to be completed after the Closing Date as contemplated hereby
and by the
Pooling and Servicing Agreement; and provided further that, if the
related
Mortgage and/or Assignment of Leases has been recorded in the name
of MERS or
its designee, no assignment of Mortgage and/or assignment of
Assignment of
Leases in favor of the Trustee is required to be prepared or
delivered and
instead, the Seller shall take all actions as are necessary to
cause the Trust
to be shown as the owner of the Mortgage Loan on the records of
MERS for
purposes of the system of recording transfers of beneficial
ownership of
mortgages maintained by MERS. The sale of the Mortgage Loans to the
Purchaser or
its designee does not require the Seller to obtain any governmental
or
regulatory approval or consent that has not been obtained. Each
Mortgage Note
is, or shall be as of the Closing Date, properly endorsed to the
Purchaser or
its designee and each such endorsement is, or shall be as of the
Closing Date,
genuine.

            3.    Payment Record. No scheduled payment of principal
and/or 
interest under any Mortgage Loan was 30 days or more past due as of
the Due Date
for such Mortgage Loan in August 2007, without giving effect to any
applicable
grace period, nor was any such payment 30 days or more delinquent
since the date
of origination of any Mortgage Loan, without giving effect to any
applicable
grace period.





            4.    Lien; Valid Assignment. Each Mortgage related to
and delivered
in connection with each Mortgage Loan constitutes a valid and,
subject to the
limitations and exceptions set forth in representation 13 below,
enforceable
first priority lien upon the related Mortgaged Property, prior to
all other
liens and encumbrances, and there are no liens and/or encumbrances
that are pari
passu with the lien of such Mortgage, in any event subject,
however, to the
following (collectively, the "Permitted Encumbrances"): (a) the
lien for current
real estate taxes, ground rents, water charges, sewer rents and
assessments not
yet delinquent or accruing interest or penalties; (b) covenants,
conditions and
restrictions, rights of way, easements and other matters that are
of public
record and/or are referred to in the related lender's title
insurance policy
(or, if not yet issued, referred to in a pro forma title policy, or
a
"marked-up" commitment binding upon the title insurer or escrow
instructions
binding on the title insurer and irrevocably obligating the title
insurer to
issue such title insurance policy); (c) exceptions and exclusions
specifically
referred to in such lender's title insurance policy (or, if not yet
issued,
referred to in a pro forma title policy, a "marked-up" commitment
binding upon
the title insurer or escrow instructions binding on the title
insurer and
irrevocably obligating the title insurer to issue such title
insurance policy);
(d) other matters to which like properties are commonly subject;
(e) the rights
of tenants (as tenants only) under leases (including subleases)
pertaining to
the related Mortgaged Property; (f) if such Mortgage Loan
constitutes a Crossed
Loan, the lien of the Mortgage for another Mortgage Loan contained
in the same
Crossed Loan Group; (g) if the related Mortgaged Property consists
of one or
more units in a condominium, the related condominium declaration;
and (h) the
rights of the holder of any Non-Trust Loan that is part of a
related Loan
Combination to which any such Mortgage Loan belongs. The Permitted
Encumbrances
do not, individually or in the aggregate, materially and adversely
interfere
with the security intended to be provided by the related Mortgage,
the current
principal use of the related Mortgaged Property, the Value of the
Mortgaged
Property or the current ability of the related Mortgaged Property
to generate
income sufficient to service such Mortgage Loan. The related
assignment of such
Mortgage executed and delivered in favor of the Trustee is in
recordable form
(but for insertion of the name and address of the assignee and any
related
recording information which is not yet available to the Seller) and
constitutes
a legal, valid, binding and, subject to the limitations and
exceptions set forth
in representation 13 below, enforceable assignment of such Mortgage
from the
relevant assignor to the Trustee; provided that, if the related
Mortgage and/or
Assignment of Leases has been recorded in the name of MERS or its
designee, no
assignment of Mortgage and/or assignment of Assignment of Leases in
favor of the
Trustee is required to be prepared or delivered and instead, the
Seller shall
take all actions as are necessary to cause the Trust to be shown as
the owner of
the Mortgage Loan on the records of MERS for purposes of the system
of recording
transfers of beneficial ownership of mortgages maintained by MERS.

            5.    Assignment of Leases and Rents. There exists, as
part of the
related Mortgage File, an Assignment of Leases (either as a
separate instrument
or as part of the Mortgage) that relates to and was delivered in
connection with
each Mortgage Loan and that establishes and creates a valid,
subsisting and,
subject to the limitations and exceptions set forth in
representation 13 below,
enforceable first priority lien on and security interest in,
subject to
applicable law, the property, rights and interests of the related
Mortgagor
described therein, except for Permitted Encumbrances and except for
the holder
of any Non-Trust Loan that is part of a related Loan Combination to
which any
such Mortgage Loan belongs, and except that a





license may have been granted to the related Mortgagor to exercise
certain
rights and perform certain obligations of the lessor under the
relevant lease or
leases, including, without limitation, the right to operate the
related leased
property so long as no event of default has occurred under such
Mortgage Loan;
and each assignor thereunder has the full right to assign the same.
The related
assignment of any Assignment of Leases not included in a Mortgage,
executed and
delivered in favor of the Trustee is in recordable form (but for
insertion of
the name and address of the assignee and any related recording
information which
is not yet available to the Seller), and constitutes a legal,
valid, binding
and, subject to the limitations and exceptions set forth in
representation 13
below, enforceable assignment of such Assignment of Leases from the
relevant
assignor to the Trustee; provided that, if the related Mortgage
and/or
Assignment of Leases has been recorded in the name of MERS or its
designee, no
assignment of Mortgage and/or assignment of Assignment of Leases in
favor of the
Trustee is required to be prepared or delivered and instead, the
Seller shall
take all actions as are necessary to cause the Trust to be shown as
the owner of
the Mortgage Loan on the records of MERS for purposes of the system
of recording
transfers of beneficial ownership of mortgages maintained by MERS.
The related
Mortgage or related Assignment of Leases, subject to applicable
law, provides
for the appointment of a receiver for the collection of rents or
for the related
mortgagee to enter into possession of the related Mortgaged
Property to collect
the rents or provides for rents to be paid directly to the related
mortgagee, if
there is an event of default beyond applicable notice and grace
periods. Except
for the holder of the related Non-Trust Loan with respect to any
Mortgage Loan
that is part of a Loan Combination, no person other than the
related Mortgagor
and, in certain instances the related Mortgagee, owns any interest
in any
payments due under the related leases on which the Mortgagor is the
landlord,
covered by the related Assignment of Leases.

            6.    Mortgage Status; Waivers and Modifications. In
the case of 
each Mortgage Loan, except by a written instrument which has been
delivered to
the Purchaser or its designee as a part of the related Mortgage
File, (a) the
related Mortgage (including any amendments or supplements thereto
included in
the related Mortgage File) has not been impaired, waived, modified,
altered,
satisfied, canceled, subordinated or rescinded in any manner, that,
in each
case, would materially and adversely interfere with the security
intended to be
provided by such Mortgage, (b) neither the related Mortgaged
Property nor any
material portion thereof has been released from the lien of such
Mortgage and
(c) the related Mortgagor has not been released from its
obligations under such
Mortgage, in whole or in material part. With respect to each
Mortgage Loan,
since the later of (a) July 6, 2007 and (b) the closing date of
such Mortgage
Loan, the Seller has not executed any written instrument that (i)
impaired,
satisfied, canceled, subordinated or rescinded such Mortgage Loan,
(ii) waived,
modified or altered any material term of such Mortgage Loan, (iii)
released the
Mortgaged Property or any material portion thereof from the lien of
the related
Mortgage, or (iv) released the related Mortgagor from its
obligations under such
Mortgage Loan in whole or material part. For avoidance of doubt,
the preceding
sentence does not relate to any release of escrows by the Seller or
a servicer
on its behalf.

            7.    Condition of Property; Condemnation. In the case
of each 
Mortgage Loan, except as set forth in an engineering report
prepared by an
independent engineering consultant in connection with the
origination of such
Mortgage Loan, the related Mortgaged Property is, to the Seller's
knowledge, in
good repair and free and clear of any damage that





would materially and adversely affect its Value as security for
such Mortgage
Loan (except in any such case where an escrow of funds, letter of
credit or
insurance coverage exists sufficient to effect the necessary
repairs and
maintenance). As of the date of origination of the Mortgage Loan,
there was no
proceeding pending for the condemnation of all or any material part
of the
related Mortgaged Property. As of the Closing Date, the Seller has
not received
notice and has no knowledge of any proceeding pending for the
condemnation of
all or any material portion of the Mortgaged Property securing any
Mortgage
Loan. As of the date of origination of each Mortgage Loan and, to
the Seller's
knowledge based upon surveys and/or the title insurance policy
referred to in
representation 8 below, as of the date hereof, (a) none of the
material
improvements on the related Mortgaged Property, which were included
for the
purpose of determining the Value of the related Mortgaged Property,
encroach
upon the boundaries and, to the extent in effect at the time of
construction, do
not encroach upon the building restriction lines of such property,
and none of
the material improvements on the related Mortgaged Property
encroached over any
easements, except, in each case, for encroachments that are insured
against by
the lender's title insurance policy referred to in representation 8
below or
that do not materially and adversely affect the Value or current
use of such
Mortgaged Property and (b) no improvements on adjoining properties
materially
encroached upon such Mortgaged Property so as to materially and
adversely affect
the Value of such Mortgaged Property, except those encroachments
that are
insured against by the lender's title insurance policy referred to
in
representation 8 below.

            8.    Title Insurance. Each Mortgaged Property securing
a Mortgage 
Loan is covered by an American Land Title Association (or an
equivalent form of)
lender's title insurance policy (the "Title Policy") (or, if such
policy has yet
to be issued, by a pro forma policy or a "marked up" commitment
binding on the
title insurer or escrow instructions binding on the title insurer
irrevocably
obligating the title insurer to issue the title insurance policy)
in the
original principal amount of such Mortgage Loan after all advances
of principal,
insuring that the related Mortgage is a valid first priority lien
on such
Mortgaged Property, subject only to the Permitted Encumbrances,
except that in
the case of a Mortgage Loan as to which the related Mortgaged
Property is made
up of more than one parcel of property and is not secured by a
single Mortgage,
each related Mortgage (and therefore the related Title Policy) may
be in an
amount less than the original principal amount of the Mortgage
Loan, but is not
less than the allocated amount of subject parcel constituting a
portion of the
related Mortgaged Property. Such Title Policy (or, if it has yet to
be issued,
the coverage to be provided thereby) is in full force and effect,
all premiums
thereon have been paid, no material claims have been made
thereunder and no
claims have been paid thereunder. No holder of the related Mortgage
has done, by
act or omission, anything that would materially impair the coverage
under such
Title Policy. Immediately following the transfer and assignment of
the related
Mortgage Loan to the Trustee, such Title Policy (or, if it has yet
to be issued,
the coverage to be provided thereby) inures to the benefit of the
Trustee as
sole insured (except with respect to the rights of the holder of
any Non-Trust
Loan that is part of a related Loan Combination to which any such
Mortgage Loan
belongs) without the consent of or notice to the insurer. Such
Title Policy
contains no material exclusion for whether, or it affirmatively
insures (unless
the related Mortgaged Property is located in a jurisdiction where
such
affirmative insurance is not available) that, (a) the related
Mortgaged Property
has access to a public road, and (b) the area shown on the survey,
if any,





reviewed or prepared in connection with the origination of the
related Mortgage
Loan is the same as the property legally described in the related
Mortgage.

            9.    No Holdback. The proceeds of each Mortgage Loan
have been 
fully disbursed (except in those cases where the full amount of the
Mortgage
Loan has been disbursed but a portion thereof is being held in
escrow or reserve
accounts documented as part of the Mortgage Loan documents and the
rights to
which are transferred to the Trustee, pending the satisfaction of
certain
conditions relating to leasing, repairs or other matters with
respect to the
related Mortgaged Property), and there is no obligation for future
advances with
respect thereto.

            10.   Mortgage Provisions. The Mortgage Loan documents
for each
Mortgage Loan, together with applicable state law, contain
customary and,
subject to the limitations and exceptions set forth in
representation 13 below,
enforceable provisions such as to render the rights and remedies of
the holder
thereof adequate for the practical realization against the related
Mortgaged
Property of the principal benefits of the security intended to be
provided
thereby, including, without limitation, judicial or non-judicial
foreclosure or
similar proceedings (as applicable for the jurisdiction where the
related
Mortgaged Property is located). None of the Mortgage Loan documents
contains any
provision that expressly excuses the related Mortgagor from
obtaining and
maintaining insurance coverage for acts of terrorism provided that
such
insurance is generally available at commercially reasonable rates.

            11.   Trustee under Deed of Trust. If the Mortgage for
any Mortgage
Loan is a deed of trust, then (a) a trustee, duly qualified under
applicable law
to serve as such, has either been properly designated and currently
so serves or
may be substituted in accordance with the Mortgage and applicable
law, and (b)
no fees or expenses are or will become payable to such trustee by
the Seller,
the Purchaser or any transferee thereof except in connection with a
trustee's
sale after default by the related Mortgagor or in connection with
any full or
partial release of the related Mortgaged Property or related
security for such
Mortgage Loan.

            12.   Environmental Conditions. Except in the case of
the Mortgaged
Properties identified on Annex B hereto (as to which properties the
only
environmental investigation conducted in connection with the
origination of the
related Mortgage Loan related to asbestos-containing materials and
lead-based
paint), (a) an environmental site assessment meeting ASTM standards
and covering
all environmental hazards typically assessed for similar properties
including
use, type and tenants of the related Mortgaged Property, a
transaction screen
meeting ASTM standards or an update of a previously conducted
environmental site
assessment (which update may have been performed pursuant to a
database update),
was performed by an independent third-party environmental
consultant (licensed
to the extent required by applicable state law) with respect to
each Mortgaged
Property securing a Mortgage Loan in connection with the
origination of such
Mortgage Loan, (b) the report of each such assessment, update or
screen, if any
(an "Environmental Report"), is dated no earlier than (or,
alternatively, has
been updated within) twelve (12) months prior to the date hereof,
(c) a copy of
each such Environmental Report has been delivered to the Purchaser,
and (d)
either: (i) no such Environmental Report, if any, reveals that as
of the date of
the report there is a material violation of applicable
environmental laws with
respect to any known circumstances or conditions relating to the
related
Mortgaged Property; or (ii) if any such Environmental Report does
reveal any
such





circumstances or conditions with respect to the related Mortgaged
Property and
the same have not been subsequently remediated in all material
respects, then
one or more of the following are true--(A) one or more parties not
related to
the related Mortgagor and collectively having financial resources
reasonably
estimated to be adequate to cure the violation was identified as
the responsible
party or parties for such conditions or circumstances, and such
conditions or
circumstances do not materially impair the Value of the related
Mortgaged
Property, (B) the related Mortgagor was required to provide
additional security
reasonably estimated to be adequate to cure the violations and/or
to obtain and,
for the period contemplated by the related Mortgage Loan documents,
maintain an
operations and maintenance plan, (C) the related Mortgagor, or
other responsible
party, provided a "no further action" letter or other evidence that
would be
acceptable to a reasonably prudent commercial mortgage lender, that
applicable
federal, state or local governmental authorities had no current
intention of
taking any action, and are not requiring any action, in respect of
such
conditions or circumstances, (D) such conditions or circumstances
were
investigated further and based upon such additional investigation,
a qualified
environmental consultant recommended no further investigation or
remediation,
(E) the expenditure of funds reasonably estimated to be necessary
to effect such
remediation is not greater than 2% of the outstanding principal
balance of the
related Mortgage Loan, (F) there exists an escrow of funds
reasonably estimated
to be sufficient for purposes of effecting such remediation, (G)
the related
Mortgaged Property is insured under a policy of insurance, subject
to certain
per occurrence and aggregate limits and a deductible, against
certain losses
arising from such circumstances and conditions, (H) a responsible
party provided
a guaranty or indemnity to the related Mortgagor to cover the costs
of any
required investigation, testing, monitoring or remediation and, as
of the date
of origination of the related Mortgage Loan, such responsible party
had
financial resources reasonably estimated to be adequate to cure the
subject
violation in all material respects or (I) the related Mortgagor or
one of its
affiliates is currently taking, or is required to take, such
actions (which may
be implementation of an operations and maintenance plan), if any,
with respect
to such conditions or circumstances as have been recommended by the
Environmental Report or required by the applicable governmental
authority. To
the Seller's actual knowledge and without inquiry beyond the
related
Environmental Report, there are no significant or material
circumstances or
conditions with respect to such Mortgaged Property not revealed in
any such
Environmental Report, where obtained, or in any Mortgagor
questionnaire
delivered to the Seller in connection with the issue of any related
environmental insurance policy, if applicable, that would require
investigation
or remediation by the related Mortgagor under, or otherwise be a
material
violation of, any applicable environmental law. The Mortgage Loan
documents for
each Mortgage Loan require the related Mortgagor to comply in all
material
respects with all applicable federal, state and local environmental
laws and
regulations. Each of the Mortgage Loans identified on Annex C
hereto is covered
by a secured creditor environmental insurance policy and each such
policy is
noncancellable during its term, is in the amount at least equal to
125% of the
lesser of (a) the amount estimated in such Environmental Report as
sufficient to
pay the costs of such remediation or (b) the principal balance of
the Mortgage
Loan, has a term ending no sooner than a date which is the maturity
date of the
Mortgage Loan to which it relates and either does not provide for a
deductible
or the deductible amount is held in escrow and all premiums have
been paid in
full. Each Mortgagor represents and warrants in the related
Mortgage Loan
documents that except as set forth in certain environmental reports
and to its
knowledge it has not used, caused or permitted to exist and will
not use, cause
or permit to exist on the related Mortgaged





Property any hazardous materials in any manner which violates
federal, state or
local laws, ordinances, regulations, orders, directives or policies
governing
the use, storage, treatment, transportation, manufacture,
refinement, handling,
production or disposal of hazardous materials. The related
Mortgagor (or
affiliate thereof) has agreed to indemnify, defend and hold the
Seller and its
successors and assigns harmless from and against any and all
losses,
liabilities, damages, injuries, penalties, fines, out-of-pocket
expenses and
claims of any kind whatsoever (including attorneys' fees and costs)
paid,
incurred or suffered by or asserted against, any such party
resulting from a
breach of environmental representations, warranties or covenants
given by the
Mortgagor in connection with such Mortgage Loan.

            13.   Loan Document Status. Each Mortgage Note,
Mortgage and other
agreement evidencing or securing such Mortgage Loan that was
executed by or on
behalf of the related Mortgagor with respect to each Mortgage Loan
is the legal,
valid and binding obligation of the maker thereof (subject to any
non-recourse
provisions contained in any of the foregoing agreements and any
applicable state
anti-deficiency or one form of action law or market value limit
deficiency
legislation), enforceable in accordance with its terms, except as
such
enforcement may be limited by (i) bankruptcy, insolvency,
reorganization,
receivership, fraudulent transfer and conveyance or other similar
laws affecting
the enforcement of creditors' rights generally, (ii) general
principles of
equity (regardless of whether such enforcement is considered in a
proceeding in
equity or at law) and (iii) public policy considerations underlying
applicable
securities laws, to the extent that such public policy
considerations limit the
enforceability of provisions that purport to provide
indemnification from
liabilities under applicable securities laws, and except that
certain provisions
in such loan documents may be further limited or rendered
unenforceable by
applicable law, but (subject to the limitations set forth in the
foregoing
clauses (i), (ii), and (iii)) such limitations or unenforceability
will not
render such loan documents invalid as a whole or substantially
interfere with
the mortgagee's realization of the principal benefits and/or
security provided
thereby. There is no valid defense, counterclaim or right of offset
or
rescission available to the related Mortgagor with respect to such
Mortgage
Note, Mortgage or other agreements that would deny the mortgagee
the principal
benefits intended to be provided thereby, except in each case, with
respect to
the enforceability of any provisions requiring the payment of
default interest,
late fees, additional interest, prepayment premiums or yield
maintenance
charges.

            14.   Insurance. Except in certain cases where tenants,
having a net
worth of at least $50,000,000 or an investment grade credit rating
(and, if
rated by Fitch, a credit rating of at least "A-" by Fitch) and
obligated to
maintain the insurance described in this paragraph, are allowed to
self-insure
the related Mortgaged Properties, all improvements upon each
Mortgaged Property
securing a Mortgage Loan are insured under a fire and extended
perils insurance
(or the equivalent) policy, in an amount at least equal to the
lesser of the
outstanding principal balance of such Mortgage Loan and 100% of the
full
insurable replacement cost of the improvements located on the
related Mortgaged
Property, and if applicable, the related hazard insurance policy
contains
appropriate endorsements to avoid the application of co-insurance
and does not
permit reduction in insurance proceeds for depreciation. Each
Mortgaged Property
is also covered by comprehensive general liability insurance in
amounts
customarily required by prudent commercial mortgage lenders for
properties of
similar types. Each Mortgaged Property securing a Mortgage Loan is
the subject
of a business interruption or rent loss insurance policy providing





coverage for at least twelve (12) months (or a specified dollar
amount which is
reasonably estimated to cover no less than twelve (12) months of
rental income),
unless such Mortgaged Property constitutes a manufactured housing
community. If
any material portion of the improvements on a Mortgaged Property
securing any
Mortgage Loan was, at the time of the origination of such Mortgage
Loan, in an
area identified in the Federal Register by the Flood Emergency
Management Agency
as a special flood hazard area (Zone A or Zone V), and flood
insurance was
available, a flood insurance policy is in effect with a generally
acceptable
insurance carrier, in an amount representing coverage not less than
the least
of: (1) the minimum amount required, under the terms of coverage,
to compensate
for any damage or loss on a replacement basis, (2) the outstanding
principal
balance of such Mortgage Loan, and (3) the maximum amount of
insurance available
under the applicable federal flood insurance program. Each
Mortgaged Property
(other than a manufactured housing community) located in California
or in
seismic zones 3 and 4 is covered by seismic insurance to the extent
such
Mortgaged Property has a probable maximum loss of greater than
twenty percent
(20%) of the replacement value of the related improvements,
calculated using
methodology acceptable to a reasonably prudent commercial mortgage
lender with
respect to similar properties in the same area or earthquake zone.
Each
Mortgaged Property located within Florida or within 25 miles of the
coast of
North Carolina, South Carolina, Georgia, Alabama, Mississippi,
Louisiana or
Texas is insured by windstorm insurance in an amount at least equal
to the
lesser of (i) the outstanding principal balance of the related
Mortgage Loan and
(ii) 100% of the insurable replacement cost of the improvements
located on such
Mortgaged Property (less physical depreciation). All such hazard
and flood
insurance policies contain a standard mortgagee clause for the
benefit of the
holder of the related Mortgage, its successors and assigns, as
mortgagee, and
are not terminable (nor may the amount of coverage provided
thereunder be
reduced) without at least 10 days' prior written notice to the
mortgagee; and no
such notice has been received, including any notice of nonpayment
of premiums,
that has not been cured. Additionally, for any Mortgage Loan having
a Cut-off
Date Balance equal to or greater than $20,000,000, the insurer for
all of the
required coverages set forth herein has a claims paying ability or
financial
strength rating from S&P or Moody's of not less than A-minus
(or the
equivalent), or from A.M. Best Company of not less than "A-minus:
V" (or the
equivalent) and, if rated by Fitch, of not less than "A-" from
Fitch (or the
equivalent). With respect to each Mortgage Loan, except as set
forth in the
first sentence of this representation 14, the related Mortgage Loan
documents
require that the related Mortgagor or a tenant of such Mortgagor
maintain
insurance as described above or permit the related mortgagee to
require
insurance as described above. Except under circumstances that would
be
reasonably acceptable to a prudent commercial mortgage lender or
that would not
otherwise materially and adversely affect the security intended to
be provided
by the related Mortgage, the Mortgage Loan documents for each
Mortgage Loan
provide that proceeds paid under any such casualty insurance policy
will (or, at
the lender's option, will) be applied either to the repair or
restoration of all
or part of the related Mortgaged Property or to the payment of
amounts due under
such Mortgage Loan; provided that the related Mortgage Loan
documents may
entitle the related Mortgagor to any portion of such proceeds
remaining after
the repair or restoration of the related Mortgaged Property or
payment of
amounts due under the Mortgage Loan; and provided, further, that,
if the related
Mortgagor holds a leasehold interest in the related Mortgaged
Property, the
application of such proceeds will be subject to the terms of the
related Ground
Lease (as defined in representation 18 below).





      Each Mortgaged Property is insured by an "all-risk" casualty
insurance
policy that does not contain an express exclusion for (or,
alternatively, is
covered by a separate policy that insures against property damage
resulting
from) acts of terrorism.

            15.   Taxes and Assessments. There are no delinquent
property taxes
or assessments or other outstanding charges affecting any Mortgaged
Property
securing a Mortgage Loan that are a lien of priority equal to or
higher than the
lien of the related Mortgage and that have not been paid or are not
otherwise
covered by an escrow of funds sufficient to pay such charge. For
purposes of
this representation and warranty, real property taxes and
assessments and other
charges shall not be considered delinquent until the date on which
interest
and/or penalties would be payable thereon.

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

            17.   Local Law Compliance. To the Seller's knowledge,
based upon a
letter from governmental authorities, a legal opinion, a zoning
consultant's
report or an endorsement to the related Title Policy, or based on
such other due
diligence considered reasonable by prudent commercial mortgage
lenders in the
lending area where the subject Mortgaged Property is located
(including, without
limitation, when commercially reasonable, a representation of the
related
Mortgagor at the time of origination of the subject Mortgage Loan),
the
improvements located on or forming part of each Mortgaged Property
securing a
Mortgage Loan are in material compliance with applicable zoning
laws and
ordinances or constitute a legal non-conforming use or structure
(or, if any
such improvement does not so comply and does not constitute a legal
non-conforming use or structure, such non-compliance and failure
does not
materially and adversely affect the Value of the related Mortgaged
Property or
any such material non-compliance is insured by the Title Policy or
a law and
ordinance insurance policy). In the case of each legal
non-conforming use or
structure, the related Mortgaged Property may be restored or
repaired to the
full extent of the use or structure at the time of such casualty or
law and
ordinance coverage has been obtained in an amount that would be
required by
prudent commercial mortgage lenders (or, if the related Mortgaged
Property may
not be restored or repaired to the full extent of the use or
structure at the
time of such casualty and law and ordinance coverage has not been
obtained in an
amount that would be required by prudent commercial mortgage
lenders, such fact
does not materially and adversely affect the Value of the related
Mortgaged
Property) or a zoning endorsement to the related Title Policy has
been obtained
or the Mortgaged Property is covered by insurance that will provide
proceeds
that will be sufficient to repay the Mortgage Loan.

            18.   Leasehold Estate. If any Mortgage Loan is secured
by the
interest of a Mortgagor as a lessee under a ground lease of all or
a material
portion of a Mortgaged Property (together with any and all written
amendments
and modifications thereof and any and all estoppels from or other
agreements
with the ground lessor, a "Ground Lease"), but not by the related
fee interest
in such Mortgaged Property or such material portion thereof (the
"Fee
Interest"), then:

                  (i)       such Ground Lease or a memorandum
thereof has been 
      or will be duly recorded; such Ground Lease permits the
interest of the
      lessee thereunder to be





      encumbered by the related Mortgage; and there has been no
material change
      in the terms of such Ground Lease since the recordation, with
the
      exception of material changes reflected in written
instruments which are a
      part of the related Mortgage File; and if required by such
Ground Lease,
      the lessor thereunder has received notice of the lien of the
related
      Mortgage in accordance with the provisions of such Ground
Lease;

                  (ii)      the related lessee's leasehold interest
in the 
      portion of the related Mortgaged Property covered by such
Ground Lease is
      not subject to any liens or encumbrances superior to, or of
equal priority
      with, the related Mortgage, other than the related Fee
Interest and
      Permitted Encumbrances;

                  (iii)     upon foreclosure of such Mortgage Loan
(or
      acceptance of a deed in lieu thereof), the Mortgagor's
interest in such
      Ground Lease is assignable to, and is thereafter further
assignable by,
      the Purchaser upon notice to, but without the consent of, the
lessor
      thereunder (or, if such consent is required, it has either
been obtained
      or (pursuant to the Ground Lease) may not be unreasonably
withheld);
      provided that such Ground Lease has not been terminated and
all amounts
      owed thereunder have been paid;

                  (iv)      such Ground Lease is in full force and
effect, and,
      to the Seller's knowledge, no material default has occurred
under such
      Ground Lease;

                  (v)       such Ground Lease requires the lessor
thereunder to
      give notice of any material default by the lessee to the
mortgagee under
      such Mortgage Loan provided that such mortgagee has provided
the lessor
      with notice of its lien in accordance with the provisions of
the Ground
      Lease; and such Ground Lease further provides that no notice
of
      termination given under such Ground Lease is effective
against the
      mortgagee under such Mortgage Loan unless a copy has been
delivered to
      such mortgagee in the manner described in such Ground Lease;

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

                  (vii)     such Ground Lease either (i) has an
original term 
      which extends not less than twenty (20) years beyond the
Stated Maturity
      Date of such Mortgage Loan, or (ii) has an original term,
which together
      with extension options that are exercisable by the lender
upon its taking
      possession of the Mortgagor's leasehold interest and that, if
exercised,
      would cause the term of such Ground Lease to extend not less
than twenty
      (20) years beyond the Stated Maturity Date of such Mortgage
Loan;

                  (viii)    such Ground Lease requires the lessor
to enter into
      a new lease with a mortgagee upon termination of such Ground
Lease for any
      reason, including as a result of a rejection of such Ground
Lease in a
      bankruptcy proceeding involving the related Mortgagor, unless
the
      mortgagee under such Mortgage Loan fails to cure a default





      of the lessee that is susceptible to cure by the mortgagee
under such
      Ground Lease following notice thereof from the lessor;

                  (ix)      under the terms of such Ground Lease
and the related
      Mortgage or related Mortgage Loan documents, taken together,
any related
      casualty insurance proceeds (other than de minimis amounts
for minor
      casualties) with respect to the leasehold interest will be
applied either
      (i) to the repair or restoration of all or part of the
related Mortgaged
      Property, with the mortgagee or a trustee appointed or
consented to by it
      having the right to hold and disburse such proceeds as the
repair or
      restoration progresses (except in such cases where a
provision entitling
      another party to hold and disburse such proceeds would not be
viewed as
      commercially unreasonable by a prudent commercial mortgage
lender), or
      (ii) to the payment of the outstanding principal balance of
the Mortgage
      Loan together with any accrued interest thereon;

                  (x)       such Ground Lease does not impose any
restrictions 
      on subletting which would be viewed as commercially
unreasonable by a
      prudent commercial mortgage lender in the lending area where
the related
      Mortgaged Property is located at the time of the origination
of such
      Mortgage Loan; and

                  (xi)      such Ground Lease provides that (i) it
may not be
      amended, modified, cancelled or terminated without the prior
written
      consent of the mortgagee under such Mortgage Loan, or (ii)
any such action
      without such consent is not binding on such mortgagee, its
successors or
      assigns; provided, however, that termination or cancellation
without such
      consent may be binding on the mortgagee if (i) an event of
default occurs
      under the Ground Lease, (ii) notice is provided to the
mortgagee and (iii)
      such default is curable by the mortgagee as provided in the
Ground Lease,
      but remains uncured beyond the applicable cure period.

            19.   Qualified Mortgage. Each Mortgage Loan is a
"qualified 
mortgage" within the meaning of Section 860G(a)(3) of the Code and
Treasury
Regulations Section 1.860G-2(a) (but without regard to the rule in
Treasury
Regulations Section 1.860G-2(a)(3) or Section 1.860G-2(f)(2) that
treats a
defective obligation as a qualified mortgage under certain
circumstances). Each
Mortgage Loan is directly secured by an interest in real property
(within the
meaning of Treasury Regulations Section 1.856-3(c) and 1.856-3(d)),
and either
(1) the fair market value of the interest in real property which
secures such
Mortgage Loan was at least equal to 80% of the principal amount of
such Mortgage
Loan at the time the Mortgage Loan was (a) originated or modified
(within the
meaning of Treasury Regulations Section 1.860G-2(b)(1)) or (b)
contributed to
the Trust Fund, or (2) substantially all of the proceeds of such
Mortgage Loan
were used to acquire, improve or protect an interest in real
property and such
interest in real property was the only security for the Mortgage
Loan at the
time such Mortgage Loan was originated or modified. For purposes of
the previous
sentence, the fair market value of the referenced interest in real
property
shall first be reduced by (1) the amount of any lien on such
interest in real
property that is senior to the Mortgage Loan, and (2) a
proportionate amount of
any lien on such interest in real property that is in parity with
the Mortgage
Loan.





            20.   Advancement of Funds. In the case of each
Mortgage Loan, 
neither the Seller nor, to the Seller's knowledge, any prior holder
of such
Mortgage Loan has advanced funds or induced, solicited or knowingly
received any
advance of funds from a party other than the owner of the related
Mortgaged
Property (other than (a) amounts paid by the tenant as specifically
provided
under a related lease or by the property manager or (b) application
and
commitment fees, escrow funds, points and reimbursements for fees
and expenses
incurred in connection with the origination and funding of the
Mortgage Loan),
for the payment of any amount required by such Mortgage Loan,
except for
interest accruing from the date of origination of such Mortgage
Loan or the date
of disbursement of the Mortgage Loan proceeds, whichever is later,
to the date
which preceded by 30 days the first due date under the related
Mortgage Note.

            21.   No Equity Interest, Equity Participation or
Contingent 
Interest. No Mortgage Loan contains any equity participation by the
mortgagee
thereunder, is convertible by its terms into an equity ownership
interest in the
related Mortgaged Property or the related Mortgagor, provides for
any contingent
or additional interest in the form of participation in the cash
flow of the
related Mortgaged Property, or provides for the negative
amortization of
interest, except that, in the case of an ARD Loan, such Mortgage
Loan provides
that, during the period commencing on or about the related
Anticipated Repayment
Date and continuing until such Mortgage Loan is paid in full, (a)
additional
interest shall accrue and may be compounded monthly and shall be
payable only
after the outstanding principal of such Mortgage Loan is paid in
full, and (b)
subject to available funds, a portion of the cash flow generated by
such
Mortgaged Property will be applied each month to pay down the
principal balance
thereof in addition to the principal portion of the related monthly
payment.

            22.   Legal Proceedings. To the Seller's knowledge,
there are no
pending actions, suits, proceedings or governmental investigations
by or before
any court or governmental authority against or affecting the
Mortgagor under any
Mortgage Loan or the related Mortgaged Property that could
reasonably be
expected to materially and adversely affect the Value of the
Mortgaged Property
as security for such Mortgage Loan or the current ability of the
Mortgagor to
pay principal, interest or any other amounts due under such
Mortgage Loan.

            23.   Other Mortgage Liens. Except with respect to
another Mortgage
Loan (which will also be an asset of the Trust Fund)
cross-collateralized with a
Mortgage Loan, none of the Mortgage Loans permits the related
Mortgaged Property
to be encumbered by any mortgage lien junior to or of equal
priority with the
lien of the related Mortgage without the prior written consent of
the holder
thereof or the satisfaction of debt service coverage or similar
criteria
specified therein. To the Seller's knowledge, except as indicated
in the
preceding sentence and except for cases involving other Mortgage
Loans, none of
the Mortgaged Properties securing the Mortgage Loans is encumbered
by any
mortgage liens junior to or of equal priority with the liens of the
related
Mortgage. The related Mortgage Loan documents require the Mortgagor
under each
Mortgage Loan to pay all reasonable costs and expenses related to
any required
consent to an encumbrance, including any applicable Rating Agency
fees, or would
permit the related mortgagee to withhold such consent if such costs
and expenses
are not paid by a party other than such mortgagee.





            24.   No Mechanics' Liens. As of the date of
origination, each
Mortgaged Property securing a Mortgage Loan (exclusive of any
related personal
property) was free and clear of any and all mechanics' and
materialmen's liens
that were prior or equal to the lien of the related Mortgage and
that were not
bonded or escrowed for or covered by title insurance. As of the
Closing Date, to
the Seller's knowledge: (i) each Mortgaged Property securing a
Mortgage Loan
(exclusive of any related personal property) is free and clear of
any and all
mechanics' and materialmen's liens that are prior or equal to the
lien of the
related Mortgage and that are not bonded or escrowed for or covered
by title
insurance, and (ii) no rights are outstanding that under law could
give rise to
any such lien that would be prior or equal to the lien of the
related Mortgage
and that is not bonded or escrowed for or covered by title
insurance.

            25.   Compliance. Other than any default interest or
any late 
charges, each Mortgage Loan (other than ARD Loans after their
respective
Anticipated Repayment Dates) complied with, or was exempt from, all
applicable
usury laws in effect at its date of origination.

            26.   Licenses and Permits. To the Seller's knowledge,
as of the 
date of origination of each Mortgage Loan and based on any of: (i)
a letter from
governmental authorities, (ii) a legal opinion, (iii) an
endorsement to the
related Title Policy, (iv) a representation of the related
Mortgagor at the time
of origination of such Mortgage Loan, (v) a zoning report from a
zoning
consultant, or (vi) other due diligence that a commercially
reasonable
originator of similar mortgage loans in the jurisdiction where the
related
Mortgaged Property is located customarily performs in the
origination of
comparable mortgage loans, the related Mortgagor, the related
lessee, franchisee
or operator was in possession of all material licenses, permits and
franchises
required by applicable law for the ownership and operation of the
related
Mortgaged Property as it was then operated or such material
licenses, permits
and franchises have otherwise been issued.

            27.   Cross-Collateralization. No Mortgage Loan is
cross-collateralized with any loan which is outside the Mortgage
Pool. With
respect to any Crossed Loan Group, the sum of the amounts of the
respective
Mortgages recorded on the related Mortgaged Properties with respect
to such
Mortgage Loans is at least equal to the total amount of such
Mortgage Loans.

            28.   Releases of Mortgaged Properties. No Mortgage
Note or Mortgage
requires the mortgagee to release all or any material portion of
the related
Mortgaged Property from the lien of the related Mortgage except
upon (i) payment
in full of all amounts due under the related Mortgage Loan or (ii)
delivery of
"government securities" within the meaning of Section 2(a)(16) of
the Investment
Company Act of 1940, as amended (the "Investment Company Act"), in
connection
with a defeasance of the related Mortgage Loan; provided that the
Mortgage Loans
that are Crossed Loans, and the other individual Mortgage Loans
secured by
multiple parcels, may require the respective mortgagee(s) to grant
releases of
portions of the related Mortgaged Property or the release of one or
more related
Mortgaged Properties upon (i) the satisfaction of certain legal and
underwriting
requirements or (ii) the payment of a release price in connection
therewith; and
provided, further, that certain Crossed Loan Groups or individual
Mortgage Loans
secured by multiple parcels may permit the related Mortgagor to
obtain the
release of one or more of the related Mortgaged Properties by
substituting
comparable real estate property, subject to, among other conditions
precedent,
receipt of confirmation from





each Rating Agency that such release and substitution will not
result in a
qualification, downgrade or withdrawal of any of its then-current
ratings of the
Certificates; and provided, further, that any Mortgage Loan may
permit the
unconditional release of one or more improved or unimproved parcels
of land to
which, in either case, the Seller did not give any material value
in
underwriting the Mortgage Loan.

            29.   Defeasance. Each Mortgage Loan that contains a
provision for 
any defeasance of mortgage collateral permits defeasance (i) no
earlier than two
years following the Closing Date and (ii) only with substitute
collateral
constituting "government securities" within the meaning of Section
2(a)(16) of
the Investment Company Act. To the Seller's knowledge, the
provisions of each
such Mortgage Loan, if any, permitting defeasance are only for the
purpose of
facilitating the disposition of a Mortgaged Property and are not
part of an
arrangement to collateralize a REMIC offering with obligations that
are not real
estate mortgages.

            30.   Defeasance and Assumption Costs. If any Mortgage
Loan permits
defeasance, then the related Mortgage Loan documents provide that
the related
Mortgagor is responsible for the payment of all reasonable costs
and expenses
associated with defeasance incurred by the related mortgagee,
including Rating
Agency fees. If any Mortgage Loan permits assumptions, then the
related Mortgage
Loan documents provide that the related Mortgagor is responsible
for all
reasonable costs and expenses associated with an assumption
incurred by the
related mortgagee.

            31.   Fixed Rate Loans. Each Mortgage Loan bears
interest at a rate
that remains fixed throughout the remaining term of such Mortgage
Loan, except
in the case of an ARD Loan after its Anticipated Repayment Date and
except for
the imposition of a default rate, late charge or prepayment
premium.

            32.   Inspection. The Seller (or if the Seller is not
the 
originator, the originator of the Mortgage Loan) or an affiliate
thereof
inspected, or caused the inspection of, the related Mortgaged
Property within
the preceding twelve (12) months.

            33.   No Material Default. To the Seller's knowledge,
there exists 
no material default, breach, violation or event of acceleration
under the
Mortgage Note or Mortgage for any Mortgage Loan (other than
payments due but not
yet 30 days or more delinquent); provided, however, that this
representation and
warranty does not cover any default, breach, violation or event of
acceleration
that pertains to or arises out of the subject matter otherwise
covered by any
other representation and warranty made by the Seller in this
Schedule I.

            34.   Due-on-Sale. The Mortgage, Mortgage Note or loan
agreement for
each Mortgage Loan contains a "due-on-sale" clause, which provides
for the
acceleration of the payment of the unpaid principal balance of such
Mortgage
Loan if, without the prior written consent of the holder of such
Mortgage,
either the related Mortgaged Property, or any direct controlling
equity interest
in the related Mortgagor, is transferred or sold, other than by
reason of family
and estate planning transfers, transfers by devise or descent or by
operation of
law upon death, transfers of less than a controlling interest in
the Mortgagor,
transfers of shares in public companies, issuance of
non-controlling new equity
interests, transfers to an affiliate meeting the





requirements of the Mortgage Loan documents, transfers that are
subject to the
mortgagee's approval of the proposed transferee and satisfaction of
certain
conditions specified in the Mortgage Loan documents, transfers,
substitutions or
releases of collateral provided in the Mortgage Loan documents,
transfers among
existing members, partners or shareholders in the Mortgagor,
transfers among
affiliated Mortgagors with respect to cross-collateralized Mortgage
Loans or
multi-property Mortgage Loans, transfers among co-Mortgagors,
transfers of
worn-out or obsolete furniture, furnishings and equipment or
transfers of a
similar nature to the foregoing meeting the requirements of the
Mortgage Loan
documents; provided, however, that certain Mortgage Loans provide
for the
assumption of the Mortgage Loan by a third party upon the
Mortgagor's
satisfaction of certain conditions precedent and upon payment of a
transfer fee,
if any, or transfer of interests in the Mortgagor or constituent
entities of the
Mortgagor to a third party or parties related to Mortgagor upon the
Mortgagor's
satisfaction of certain conditions precedent.

            35.   Single Purpose Entity. The Mortgagor on each
Mortgage Loan 
with a Cut-off Date Balance of $5,000,000 or more, was, as of the
origination of
the Mortgage Loan, a Single Purpose Entity. For this purpose, a
"Single Purpose
Entity" shall mean an entity, other than an individual, whose
organizational
documents provide substantially to the effect that during the term
of the
Mortgage Loan it may only own and operate one or more of the
Mortgaged
Properties securing the Mortgage Loans and prohibit it from
engaging in any
business unrelated to such Mortgaged Property or Properties, and
whose
organizational documents generally further provide, or which entity
represented
in the related Mortgage Loan documents, substantially to the effect
that it does
not have any material assets other than those related to its
interest in and
operation of such Mortgaged Property or Properties, or any
indebtedness other
than as permitted by the related Mortgage(s) or the other related
Mortgage Loan
documents, that it has its own books and records and accounts
separate and apart
from any other person (other than a Mortgagor with respect to a
Mortgage Loan
that is cross-collateralized and cross-defaulted with the related
Mortgage Loan)
and, that it holds itself out as a legal entity (separate and apart
from any
other person), that it will not guarantee or assume the debts of
any other
person, that it will not commingle assets with affiliates, and that
it will not
transact business with affiliates (except to the extent required by
any cash
management provisions of the related Mortgage Loan documents)
except on an
arm's-length basis.

            36.   Whole Loan. Each Mortgage Loan is a whole loan
(which term
includes any Mortgage Loan that is part of a Loan Combination, but
does not
include any related Non-Trust Loan) and not a participation
interest in a
mortgage loan.

            37.   Tax Parcels. Each Mortgaged Property constitutes
one or more
complete separate tax lots or is subject to an endorsement under
the related
Title Policy insuring same, or in certain instances an application
has been made
to the applicable governing authority for creation of separate tax
lots, which
shall be effective for the next tax year.

            38.   ARD Loans. Each ARD Loan requires scheduled
monthly payments 
of principal and/or interest. If any ARD Loan is not paid in full
by its
Anticipated Repayment Date, and assuming it is not otherwise in
default, (i) the
rate at which such ARD Loan accrues interest will increase by at
least two (2)
percentage points and (ii) the related Mortgagor is required to





enter into a lockbox arrangement on the ARD Loan whereby all
revenue from the
related Mortgaged Property shall be deposited directly into a
designated account
controlled by the applicable servicer.

            39.   Security Interests. A UCC financing statement has
been filed
and/or recorded, or submitted for filing and/or recording (or
submitted to a
title company for filing and/or recording pursuant to escrow
instructions), in
all places necessary to perfect (to the extent that the filing or
recording of
such a UCC financing statement can perfect such a security
interest) a valid
security interest in the personal property of the related Mortgagor
granted
under the related Mortgage except for certain personal property and
fixtures
subject to purchase money security interests and personal property
leases
permitted under the Mortgage Loan documents. If any Mortgaged
Property securing
a Mortgage Loan is operated as a hospitality property, then (a) the
security
agreements, financing statements or other instruments, if any,
related to the
Mortgage Loan secured by such Mortgaged Property establish and
create a valid
security interest in all items of personal property owned by the
related
Mortgagor which are material to the conduct in the ordinary course
of the
Mortgagor's business on the related Mortgaged Property, subject
only to purchase
money security interests, personal property leases and security
interests to
secure revolving lines of credit and similar financing; and (b) one
or more UCC
financing statements covering such personal property have been
filed and/or
recorded (or have been sent for filing or recording or submitted to
a title
company for filing or recording pursuant to escrow instructions)
wherever
necessary to perfect under applicable law such security interests
(to the extent
a security interest in such personal property can be perfected by
the filing or
recording of a UCC financing statement under applicable law). The
related
assignment of such security interest (but for insertion of the name
of the
assignee and any related information which is not yet available to
the Seller)
executed and delivered in favor of the Trustee constitutes a legal,
valid and,
subject to the limitations and exceptions set forth in
representation 13 hereof,
binding assignment thereof from the relevant assignor to the
Trustee; provided
that, if the related security agreement and/or UCC Financing
Statement has been
recorded in the name of MERS or its designee, no assignment of
security
agreement and/or UCC Financing Statement in favor of the Trustee is
required to
be prepared or delivered and instead, the Seller shall take all
actions as are
necessary to cause the Trust to be shown as the owner of the
Mortgage Loan on
the records of MERS for purposes of the system of recording
transfers of
beneficial ownership of mortgages maintained by MERS.
Notwithstanding any of the
foregoing, no representation is made as to the perfection of any
security
interest in rents or other personal property to the extent that
possession or
control of such items or actions other than the filing or recording
of UCC
Financing Statements are required in order to effect such
perfection.

            40.   Prepayment Premiums and Yield Maintenance
Charges. Prepayment
Premiums and Yield Maintenance Charges payable with respect to each
Mortgage
Loan, if any, constitute "customary prepayment penalties" within
meaning of
Treasury Regulations Section 1.860G-1(b)(2).

            41.   Commencement of Amortization. Unless such
Mortgage Loan 
provides for interest only payments prior to its Stated Maturity
Date or, in the
case of an ARD Loan, prior to its Anticipated Repayment Date, each
Mortgage Loan
begins to amortize prior to its Stated Maturity Date or, in the
case of an ARD
Loan, prior to its Anticipated Repayment Date.





            42.   Servicing Rights. Except as provided in the
Pooling and
Servicing Agreement, any permitted subservicing agreements and
servicing rights
purchase agreements pertaining thereto, no Person has been granted
or conveyed
the right to service any Mortgage Loan or receive any consideration
in
connection therewith which will remain in effect after the Closing
Date.

            43.   Recourse. The related Mortgage Loan documents
contain 
provisions providing for recourse against the related Mortgagor, a
principal of
such Mortgagor or an entity controlled by a principal of such
Mortgagor, for
damages, liabilities, expenses or claims sustained in connection
with the
Mortgagor's fraud, material (or, alternatively, intentional)
misrepresentation,
waste or misappropriation of any tenant security deposits (in some
cases, only
after foreclosure or an action in respect thereof), rent (in some
cases, only
after an event of default), insura