MORTGAGE LOAN PURCHASE AGREEMENT

EXHIBIT 10.4

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J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,

PURCHASER

EUROHYPO AG, NEW YORK BRANCH,

SELLER

MORTGAGE LOAN PURCHASE AGREEMENT

Dated as of July 1, 2007

Fixed Rate Mortgage Loans

Series 2007-LDP11

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This Mortgage Loan Purchase Agreement (this "Agreement"), dated as

of July 1, 2007, is between J.P. Morgan Chase Commercial Mortgage Securities

Corp., as purchaser (the "Purchaser"), and Eurohypo AG, New York Branch, as

seller (the "Seller").

Capitalized terms used in this Agreement not defined herein shall

have the meanings ascribed to them in the Pooling and Servicing Agreement dated

as of July 1, 2007 (the "Pooling and Servicing Agreement") among the Purchaser,

as depositor (the "Depositor"), Wachovia Bank, National Association, as master

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

servicer (the "Special Servicer"), and LaSalle Bank National Association, as

trustee (the "Trustee"), pursuant to which the Purchaser will sell the Mortgage

Loans (as defined herein) to a trust fund and certificates representing

ownership interests in the Mortgage Loans will be issued by the trust fund. For

purposes of this Agreement, the term "Mortgage Loans" refers to the mortgage

loans listed on Exhibit A and the term "Mortgaged Properties" refers to the

properties securing such Mortgage Loans.

The Purchaser and the Seller wish to prescribe the manner of sale of

the Mortgage Loans from the Seller to the Purchaser and in consideration of the

premises and the mutual agreements hereinafter set forth, agree as follows:

SECTION 1. Sale and Conveyance of Mortgages; Possession of Mortgage

File. Effective as of the Closing Date and upon receipt of the purchase price

set forth in the immediately succeeding paragraph, the Seller does hereby sell,

transfer, assign, set over and convey to the Purchaser, without recourse

(subject to certain agreements regarding servicing as provided in the Pooling

and Servicing Agreement, subservicing agreements permitted thereunder and that

certain Servicing Rights Purchase Agreement, dated as of the Closing Date

between the Master Servicer and the Seller) all of its right, title, and

interest in and to the Mortgage Loans including all interest and principal

received on or with respect to the Mortgage Loans after the Cut-off Date (other

than payments of principal and interest first due on the Mortgage Loans on or

before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of

each related Mortgage Note, the Mortgage and the other contents of the related

Mortgage File will be vested in the Purchaser and immediately thereafter the

Trustee and the ownership of records and documents with respect to the related

Mortgage Loan prepared by or which come into the possession of the Seller (other

than the records and documents described in the proviso to Section 3(a) hereof)

shall immediately vest in the Purchaser and immediately thereafter the Trustee.

The Seller's records will accurately reflect the sale of each Mortgage Loan to

the Purchaser. The Depositor will sell the Class A-1, Class A-2, Class A-2FL,

Class A-3, Class A-4, Class A-SB, Class A-1A, Class X, Class A-M, Class A-J,

Class B, Class C, Class D, Class E and Class F Certificates (the "Offered

Certificates") to the underwriters (the "Underwriters") specified in the

underwriting agreement dated June 28, 2007 (the "Underwriting Agreement")

between the Depositor and J.P. Morgan Securities Inc. ("JPMSI") for itself and

as representative of the several underwriters identified therein, and the

Depositor will sell the Class G, Class H, Class J, Class K, Class L, Class M,

Class N, Class P, Class Q, Class T and Class NR Certificates (the "Private

Certificates") to JPMSI and UBS Securities LLC, the initial purchasers (together

with the Underwriters, the "Dealers") specified in the certificate purchase

agreement dated June 28 2007 (the "Certificate Purchase Agreement"), between the

Depositor and JPMSI for itself and as representative of the initial purchasers

identified therein.

The sale and conveyance of the Mortgage Loans is being conducted on

an arms length basis and upon commercially reasonable terms. As the purchase

price for the Mortgage Loans, the Purchaser shall pay to the Seller or at the

Seller's direction in immediately available funds the sum of $592,237,188.16

(which amount is inclusive of accrued interest and exclusive of the Seller's pro

rata share of the costs set forth in Section 9 hereof). The purchase and sale of

the Mortgage Loans shall take place on the Closing Date.

SECTION 2. Books and Records; Certain Funds Received After the

Cut-off Date. From and after the sale of the Mortgage Loans to the Purchaser,

record title to each Mortgage and the related Mortgage Note shall be transferred

to the Trustee in accordance with this Agreement. Any funds due after the

Cut-off Date in connection with a Mortgage Loan received by the Seller shall be

held in trust for the benefit of the Trustee as the owner of such Mortgage Loan

and shall be transferred promptly to the Master Servicer. 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 shall be promptly remitted to, the Seller.

The transfer of each Mortgage Loan shall be reflected on the

Seller's balance sheets and other financial statements as a sale of the Mortgage

Loans by the Seller to the Purchaser. The Seller intends to treat the transfer

of each Mortgage Loan to the Purchaser as a sale for tax purposes.

The transfer of each Mortgage Loan shall be reflected on the

Purchaser's balance sheets and other financial statements as a purchase of the

Mortgage Loans by the Purchaser from the Seller. The Purchaser intends to treat

the transfer of each Mortgage Loan from the Seller as a purchase for tax

purposes.

SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs and

Expenses. (a) The Purchaser hereby directs the Seller, and the Seller hereby

agrees, upon the transfer of the Mortgage Loans contemplated herein, to deliver

on the Closing Date to the Trustee or a Custodian appointed thereby, all

documents, instruments and agreements required to be delivered by the Purchaser

to the Trustee with respect to the Mortgage Loans under Sections 2.01(b) and

2.01(c) of the Pooling and Servicing Agreement, and meeting all the requirements

of such Sections 2.01(b) and 2.01(c), and such other documents, instruments and

agreements as the Purchaser or the Trustee shall reasonably request. In

addition, the Seller agrees to deliver or cause to be delivered to the Master

Servicer, the Servicing File for each Mortgage Loan transferred pursuant to this

Agreement; provided that the Seller shall not be required to deliver any draft

documents, or any attorney client communications which are privileged

communications or constitute legal or other due diligence analyses, or internal

communications of the Seller or its affiliates, or credit underwriting or other

analyses or data.

(b) With respect to the transfer described in Section 1 hereof, if

the Mortgage Loan documents do not require the related Mortgagor to pay any

costs and expenses relating to any modifications to a related letter of credit

which modifications are required to effectuate such transfer (the "Transfer

Modification Costs"), then the Seller shall pay the Transfer Modification Costs

required to transfer the letter of credit to the Trustee as described in such

Section 1; provided that if the Mortgage Loan documents require the related

Mortgagor to pay any Transfer Modification Costs, such Transfer Modification

Costs shall be an expense of the Mortgagor unless such Mortgagor fails to pay

such Transfer Modification Costs after the Master Servicer has exercised all

remedies available under the Mortgage Loan documents to collect such Transfer

Modification Costs from such Mortgagor, in which case the Master Servicer shall

give the Seller notice of such failure and the amount of such Transfer

Modification costs and the Seller shall pay such Transfer Modification Costs.

SECTION 4. Treatment as a Security Agreement. The Seller,

concurrently with the execution and delivery hereof, has conveyed to the

Purchaser, all of its right, title and interest in and to the Mortgage Loans.

The parties intend that such conveyance of the Seller's right, title and

interest in and to the Mortgage Loans pursuant to this Agreement shall

constitute a purchase and sale and not a loan. If such conveyance is deemed to

be a pledge and not a sale, then the parties also intend and agree that the

Seller shall be deemed to have granted, and in such event does hereby grant, to

the Purchaser, a first priority security interest in all of its right, title and

interest in, to and under the Mortgage Loans, all payments of principal or

interest on such Mortgage Loans due after the Cut-off Date, all other payments

made in respect of such Mortgage Loans after the Cut-off Date (except to the

extent such payments were due on or before the Cut-off Date) and all proceeds

thereof and that this Agreement shall constitute a security agreement under

applicable law. If such conveyance is deemed to be a pledge and not a sale, the

Seller consents to the Purchaser hypothecating and transferring such security

interest in favor of the Trustee and transferring the obligation secured thereby

to the Trustee.

SECTION 5. Covenants of the Seller. The Seller covenants with the

Purchaser as follows:

(a) it shall record or cause a third party to record in the

appropriate public recording office for real property the intermediate

assignments of the Mortgage Loans and the Assignments of Mortgage from the

Seller to the Trustee in connection with the Pooling and Servicing Agreement.

All recording fees relating to the initial recordation of such intermediate

assignments and Assignments of Mortgage shall be paid by the Seller;

(b) it shall take any action reasonably required by the Purchaser,

the Trustee or the Master Servicer, in order to assist and facilitate in the

transfer of the servicing of the Mortgage Loans to the Master Servicer,

including effectuating the transfer of any letters of credit with respect to any

Mortgage Loan to the Trustee (in care of the Master Servicer) for the benefit of

Certificateholders. Prior to the date that a letter of credit, if any, with

respect to any Mortgage Loan is transferred to the Trustee (in care of the

Master Servicer), the Seller will cooperate with the reasonable requests of the

Master Servicer or Special Servicer, as applicable, in connection with

effectuating a draw under such letter of credit as required under the terms of

the related Mortgage Loan documents;

(c) if, during such period of time after the first date of the

public offering of the Offered Certificates as in the opinion of counsel for the

Underwriters, a prospectus relating to the Offered Certificates is required by

applicable law to be delivered in connection with sales thereof by an

Underwriter or a Dealer, any event shall occur as a result of which it is

necessary to amend or supplement the Prospectus Supplement, including Annexes

A-1, A-2, A-3 and B thereto and the Diskette included therewith, with respect to

any information relating to the Mortgage Loans or the Seller, in order to make

the statements therein, in the light of the circumstances when the Prospectus

Supplement is delivered to a purchaser, not misleading, or if it is necessary to

amend or supplement the Prospectus Supplement, including Annexes A-1, A-2, A-3

and B thereto and the Diskette included therewith, with respect to any

information relating to the Mortgage Loans or the Seller, to comply with

applicable law, the Seller shall do all things necessary to assist the Depositor

to prepare and furnish, at the expense of the Seller (to the extent that such

amendment or supplement relates to the Seller, the Mortgage Loans listed on

Exhibit A and/or any information relating to the same, as provided by the

Seller), to the Underwriters such amendments or supplements to the Prospectus

Supplement as may be necessary, so that the statements in the Prospectus

Supplement as so amended or supplemented, including Annexes A-1, A-2, A-3 and B

thereto and the Diskette included therewith, with respect to any information

relating to the Mortgage Loans or the Seller, will not, in the light of the

circumstances when the Prospectus is so amended or supplemented, be misleading

or so that the Prospectus Supplement, including Annexes A-1, A-2, A-3 and B

thereto and the Diskette included therewith, with respect to any information

relating to the Mortgage Loans or the Seller, will comply with applicable law.

All terms used in this clause (c) and not otherwise defined herein shall have

the meaning set forth in the Indemnification Agreement, dated as of June 28,

2007 between the Purchaser and the Seller (the "Indemnification Agreement"); and

(d) for so long as the Trust is subject to the reporting

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

with respect to any Companion Loan related to a Serviced Whole Loan or any

Serviced Securitized Companion Loan that is deposited into an Other

Securitization or a Regulation AB Companion Loan Securitization, the depositor

in such Other Securitization or Regulation AB Companion Loan Securitization) and

the Trustee with any Additional Form 10-D Disclosure and any Additional Form

10-K Disclosure set forth next to the Purchaser's name on Schedule X and

Schedule Y of the Pooling and Servicing Agreement within the time periods set

forth in the Pooling and Servicing Agreement.

SECTION 6. Representations and Warranties.

(a) The Seller represents and warrants to the Purchaser as of the

Closing Date that:

(i) it is duly licensed and authorized to transact business in the

State of New York as a branch of a foreign bank under Article V of the

Banking Law of the United States;

(ii) it has the power and authority to own its property and to carry

on its business as now conducted;

(iii) it has the power to execute, deliver and perform this

Agreement;

(iv) it is legally authorized to transact business in the State of

New York. The Seller is in compliance with the laws of each state in which

any Mortgaged Property is located to the extent necessary so that a

subsequent holder of the related Mortgage Loan (including, without

limitation, the Purchaser) that is in compliance with the laws of such

state would not be prohibited from enforcing such Mortgage Loan solely by

reason of any non-compliance by the Seller;

(v) the execution, delivery and performance of this Agreement by the

Seller have been duly authorized by all requisite action by the Seller's

board of directors and will not violate or breach any provision of its

organizational documents;

(vi) this Agreement has been duly executed and delivered by the

Seller and constitutes a legal, valid and binding obligation of the

Seller, enforceable against it in accordance with its terms (except as

enforcement thereof may be limited by bankruptcy, receivership,

conservatorship, reorganization, insolvency, moratorium or other laws

affecting the enforcement of creditors' rights generally and by general

equitable principles regardless of whether enforcement is considered in a

proceeding in equity or at law);

(vii) there are no legal or governmental proceedings pending to

which the Seller is a party or of which any property of the Seller is the

subject which, if determined adversely to the Seller, would reasonably be

expected to adversely affect (A) the transfer of the Mortgage Loans and

the Mortgage Loan documents as contemplated herein, (B) the execution and

delivery by the Seller or enforceability against the Seller of the

Mortgage Loans or this Agreement, or (C) the performance of the Seller's

obligations hereunder;

(viii) it has no actual knowledge that any statement, report,

officer's certificate or other document prepared and furnished or to be

furnished by the Seller in connection with the transactions contemplated

hereby (including, without limitation, any financial cash flow models and

underwriting file abstracts furnished by the Seller) contains any untrue

statement of a material fact or omits to state a material fact necessary

in order to make the statements contained therein, in the light of the

circumstances under which they were made, not misleading;

(ix) it is not, nor with the giving of notice or lapse of time or

both would be, in violation of or in default under any indenture,

mortgage, deed of trust, loan agreement or other agreement or instrument

to which it is a party or by which it or any of its properties is bound,

except for violations and defaults which individually and in the aggregate

would not have a material adverse effect on the transactions contemplated

herein; the sale of the Mortgage Loans and the performance by the Seller

of all of its obligations under this Agreement and the consummation by the

Seller of the transactions herein contemplated do not conflict with or

result in a breach of any of the terms or provisions of, or constitute a

default under, any material indenture, mortgage, deed of trust, loan

agreement or other agreement or instrument to which the Seller is a party

or by which the Seller is bound or to which any of the property or assets

of the Seller is subject, nor will any such action result in any violation

of the provisions of any applicable law or statute or any order, rule or

regulation of any court or governmental agency or body having jurisdiction

over the Seller, or any of its properties, except for conflicts, breaches,

defaults and violations which individually and in the aggregate would not

have a material adverse effect on the transactions contemplated herein;

and no consent, approval, authorization, order, license, registration or

qualification of or with any such court or governmental agency or body is

required for the consummation by the Seller of the transactions

contemplated by this Agreement, other than any consent, approval,

authorization, order, license, registration or qualification that has been

obtained or made;

(x) it has either (A) not dealt with any Person (other than the

Purchaser or the Dealers or their respective affiliates or any servicer of

a Mortgage Loan) that may be entitled to any commission or compensation in

connection with the sale or purchase of the Mortgage Loans or entering

into this Agreement or (B) paid in full any such commission or

compensation (except with respect to any servicer of a Mortgage Loan, any

commission or compensation that may be due and payable to such servicer if

such servicer is terminated and does not continue to act as a servicer);

and

(xi) it is solvent and the sale of the Mortgage Loans hereunder will

not cause it to become insolvent; and the sale of the Mortgage Loans is

not undertaken with the intent to hinder, delay or defraud any of the

Seller's creditors.

(b) The Purchaser represents and warrants to the Seller as of the

Closing Date that:

(i) it is a corporation duly organized, validly existing, and in

good standing in the State of Delaware;

(ii) it is duly qualified as a foreign corporation in good standing

in all jurisdictions in which ownership or lease of its property or the

conduct of its business requires such qualification, except where the

failure to be so qualified would not have a material adverse effect on the

Purchaser, and the Purchaser is conducting its business so as to comply in

all material respects with the applicable statutes, ordinances, rules and

regulations of each jurisdiction in which it is conducting business;

(iii) it has the power and authority to own its property and to

carry on its business as now conducted;

(iv) it has the power to execute, deliver and perform this

Agreement, and neither the execution and delivery by the Purchaser of this

Agreement, nor the consummation by the Purchaser of the transactions

herein contemplated, nor the compliance by the Purchaser with the

provisions hereof, will (A) conflict with or result in a breach of, or

constitute a default under, any of the provisions of the certificate of

incorporation or by-laws of the Purchaser or any of the provisions of any

law, governmental rule, regulation, judgment, decree or order binding on

the Purchaser or any of its properties, or any indenture, mortgage,

contract or other instrument or agreement to which the Purchaser is a

party or by which it is bound, or (B) result in the creation or imposition

of any lien, charge or encumbrance upon any of the Purchaser's property

pursuant to the terms of any such indenture, mortgage, contract or other

instrument or agreement;

(v) this Agreement constitutes a legal, valid and binding obligation

of the Purchaser enforceable against it in accordance with its terms

(except as enforcement thereof may be limited by (a) bankruptcy,

receivership, conservatorship, reorganization, insolvency, moratorium or

other laws affecting the enforcement of creditors' rights generally and

(b) general equitable principles (regardless of whether enforcement is

considered in a proceeding in equity or law));

(vi) there are no legal or governmental proceedings pending to which

the Purchaser is a party or of which any property of the Purchaser is the

subject which, if determined adversely to the Purchaser, might interfere

with or adversely affect the consummation of the transactions contemplated

herein and in the Pooling and Servicing Agreement; to the best of the

Purchaser's knowledge, no such proceedings are threatened or contemplated

by any governmental authorities or threatened by others;

(vii) it 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 governmental agency, which default might have consequences

that would 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;

(viii) it has not dealt with any broker, investment banker, agent or

other person, other than the Seller, the Dealers and their respective

affiliates, that may be entitled to any commission or compensation in

connection with the purchase and sale of the Mortgage Loans or the

consummation of any of the transactions contemplated hereby;

(ix) all consents, approvals, authorizations, orders or filings of

or with any court or governmental agency or body, if any, required for the

execution, delivery and performance of this Agreement by the Purchaser

have been obtained or made; and

(x) it has not intentionally violated any provisions of the United

States Banking Secrecy Act, the United States Money Laundering Control Act

of 1986 or the United States International Money Laundering Abatement and

Anti-Terrorism Financing Act of 2001.

(c) The Seller further makes the representations and warranties as

to the Mortgage Loans set forth in Exhibit B as of the Closing Date (or as of

such other date if specifically provided in the particular representation or

warranty), which representations and warranties are subject to the exceptions

thereto set forth in Exhibit C. Neither the delivery by the Seller of the

Mortgage Files, Servicing Files, or any other documents required to be delivered

under Section 2.01 of the Pooling and Servicing Agreement, nor the review

thereof or any other due diligence by the Trustee, any Master Servicer, the

Special Servicer, a Certificate Owner or any other Person shall relieve the

Seller of any liability or obligation with respect to any representation or

warranty or otherwise under this Agreement or constitute notice to any Person of

a Breach or Defect.

(d) Pursuant to this Agreement or Section 2.03(b) of the Pooling and

Servicing Agreement, the Seller and the Purchaser shall be given notice of any

Breach or Defect that materially and adversely affects the value of any Mortgage

Loan, the value of the related Mortgaged Property or the interests of the

Trustee or any Certificateholder therein.

(e) Upon notice pursuant to Section 6(d) above, the Seller shall,

not later than 90 days from the earlier of the Seller's receipt of the notice

or, in the case of a Defect or Breach relating to a Mortgage Loan not being a

"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, but

without regard to the rule of Treasury Regulation Section 1.860G-2(f)(2) that

causes a defective mortgage loan to be treated as a qualified mortgage, the

Seller's discovery of such Breach or Defect (the "Initial Resolution Period"),

(i) cure such Defect or Breach, as the case may be, in all material respects,

(ii) repurchase the affected Mortgage Loan at the applicable Repurchase Price

(as defined below) or (iii) substitute a Qualified Substitute Mortgage Loan (as

defined below) for such affected Mortgage Loan (provided that in no event shall

any such substitution occur later than the second anniversary of the Closing

Date) and pay the Master Servicer for deposit into the Certificate Account, any

Substitution Shortfall Amount (as defined below) in connection therewith;

provided, however, except with respect to a Defect resulting solely from the

failure by the Seller to deliver to the Trustee or Custodian the actual policy

of lender's title insurance required pursuant to clause (ix) of the definition

of Mortgage File by a date not later than 18 months following the Closing Date,

if such Breach or Defect is capable of being cured but is not cured within the

Initial Resolution Period, and the Seller has commenced and is diligently

proceeding with the cure of such Breach or Defect within the Initial Resolution

Period, the Seller shall have an additional 90 days commencing immediately upon

the expiration of the Initial Resolution Period (the "Extended Resolution

Period") to complete such cure (or, failing such cure, to repurchase the related

Mortgage Loan or substitute a Qualified Substitute Mortgage Loan as described

above); and provided, further, with respect to the Extended Resolution Period

the Seller shall have delivered an officer's certificate to the Rating Agencies,

the Master Servicer, the Special Servicer, the Trustee and the Directing

Certificateholder setting forth the reason such Breach or Defect is not capable

of being cured within the Initial Resolution Period and what actions the Seller

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

anticipates that such Breach or Defect will be cured within the Extended

Resolution Period. Notwithstanding the foregoing, any Defect or Breach which

causes any Mortgage Loan not to be a "qualified mortgage" (within the meaning of

Section 860G(a)(3) of the Code, without regard to the rule of Treasury

Regulations Section 1.860G-2(f)(2) which causes a defective mortgage loan to be

treated as a qualified mortgage) shall be deemed to materially and adversely

affect the interests of the holders of the Certificates therein, and such

Mortgage Loan shall be repurchased or a Qualified Substitute Mortgage Loan

substituted in lieu thereof without regard to the extended cure period described

in the preceding sentence. If the affected Mortgage Loan is to be repurchased,

the Seller shall remit the Repurchase Price (defined below) in immediately

available funds to the Trustee.

If any Breach pertains to a representation or warranty that the

related Mortgage Loan documents or any particular Mortgage Loan document

requires the related Mortgagor to bear the costs and expenses associated with

any particular action or matter under such Mortgage Loan document(s), then

Seller shall cure such Breach within the applicable cure period (as the same may

be extended) by reimbursing the Trust Fund (by wire transfer of immediately

available funds) the reasonable amount of any such costs and expenses incurred

by the Master Servicer, the Special Servicer, the Trustee or the Trust Fund that

are the basis of such Breach and have not been reimbursed by the related

Mortgagor; provided, however, in the event any such costs and expenses exceed

$10,000, the Seller shall have the option to either repurchase or substitute for

the related Mortgage Loan as provided above or pay such costs and expenses.

Except as provided in the proviso to the immediately preceding sentence, the

Seller shall remit the amount of such costs and expenses and upon its making

such remittance, the Seller shall be deemed to have cured such Breach 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 portion of

the cure payment equal to such fees or expenses obtained from the Mortgagor

shall be returned to the Seller pursuant to Section 2.03(f) of the Pooling and

Servicing Agreement. Notwithstanding the foregoing, the sole remedy with respect

to any breach of the representation set forth in the second to last sentence of

clause (32) of Exhibit B hereto shall be payment by the Seller of such costs and

expenses without respect to the materiality of such breach.

Any of the following will cause a document in the Mortgage File to

be deemed to have a Defect and to be conclusively presumed to materially and

adversely affect the interests of Certificateholders in a Mortgage Loan and to

be deemed to materially and adversely affect the interests of the

Certificateholders in and the value of a Mortgage Loan: (a) the absence from the

Mortgage File of the original signed Mortgage Note, unless the Mortgage File

contains a signed lost note affidavit and indemnity with a copy of the Mortgage

Note that appears to be regular on its face; (b) the absence from the Mortgage

File of the original signed Mortgage that appears to be regular on its face,

unless there is included in the Mortgage File a certified copy of the Mortgage

and a certificate stating that the original signed Mortgage was sent for

recordation; (c) the absence from the Mortgage File of the lender's title

insurance policy (or if the policy has not yet been issued, an original or copy

of a "marked up" written commitment or the pro-forma or specimen title insurance

policy or a commitment to issue the same pursuant to written escrow instructions

signed by the title insurance company) called for by clause (ix) of the

definition of "Mortgage File" in the Pooling and Servicing Agreement; (d) the

absence from the Mortgage File of any required letter of credit; (e) with

respect to any leasehold mortgage loan, the absence from the related Mortgage

File of a copy (or an original, if available) of the related Ground Lease; or

(f) the absence from the Mortgage File of any intervening assignments required

to create a complete chain of assignments to the Trustee on behalf of the Trust,

unless there is included in the Mortgage File a certified copy of the

intervening assignment and a certificate stating that the original intervening

assignments were sent for recordation; provided, however, no Defect (except the

Defects previously described in clauses (a) through (f)) shall be considered to

materially and adversely affect the value of any Mortgage Loan, the value of the

related Mortgaged Property, the interests of the Trustee therein or the

interests of any Certificateholder therein unless the document with respect to

which the 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 borrower or third party with respect to the Mortgage

Loan, establishing the validity or priority of any lien on any collateral

securing the Mortgage Loan or for any immediate significant servicing

obligation. Notwithstanding the foregoing, the delivery of executed escrow

instructions or a commitment to issue a lender's title insurance policy, as

provided in clause (ix) of the definition of "Mortgage File" in the Pooling and

Servicing Agreement, in lieu of the delivery of the actual policy of lender's

title insurance, shall not be considered a Defect or Breach with respect to any

Mortgage File if such actual policy is delivered to the Trustee or its Custodian

within 18 months after the Closing Date.

If (i) any Mortgage Loan is required to be repurchased or

substituted for in the manner described in the first paragraph of this Section

6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable Defect

or Breach does not constitute a Defect or Breach, as the case may be, as to any

other Crossed Loan in such Crossed Group (without regard to this paragraph),

then the applicable Defect or Breach, as the case may be, will be deemed to

constitute a Defect or Breach, as the case may be, as to each other Crossed Loan

in the Crossed Group for purposes of this paragraph, and the Seller will be

required to repurchase or substitute for all of the remaining Crossed Loans in

the related Crossed Group as provided in the first paragraph of this Section

6(e) unless such other Crossed Loans in such Crossed Group satisfy the Crossed

Loan Repurchase Criteria, and the Mortgage Loan affected by the applicable

Defect or Breach and the Qualified Substitute Mortgage Loan, if any, satisfy all

other criteria for repurchase or substitution, as applicable, of Mortgage Loans

set forth herein. In the event that the remaining 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 Breach or Defect

exists or to repurchase or substitute for all of the Crossed Loans in the

related Crossed Group. The Seller shall be responsible for the cost of any

Appraisal required to be obtained by the Master Servicer to determine if the

Crossed Loan Repurchase Criteria have been satisfied, so long as the scope and

cost of such Appraisal has been approved by the Seller (such approval not to be

unreasonably withheld).

To the extent that the Seller is required to repurchase or

substitute for a Crossed Loan hereunder in the manner prescribed above while the

Trustee continues to hold any other Crossed Loans in such Crossed Group, neither

the Seller nor the Trustee shall enforce any remedies against the other's

Primary Collateral, but each is permitted to exercise remedies against the

Primary Collateral securing its respective Crossed Loans, including with respect

to the Trustee, the Primary Collateral securing Crossed Loans still held by the

Trustee.

If the exercise of remedies 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 Loans held by such party, then the Seller and

the Trustee shall forbear from exercising such remedies until the Mortgage Loan

documents evidencing and securing the relevant Crossed Loans can be modified in

a manner that removes the threat of material impairment as a result of the

exercise of remedies or some other 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 otherwise on a pro rata basis based upon their outstanding Stated

Principal Balances. Notwithstanding the foregoing, if a Crossed Loan that

remains in the Trust Fund is modified to terminate the related cross

collateralization and/or cross default provisions, as a condition to such

modification, the Seller shall furnish to the Trustee an Opinion of Counsel that

any modification shall not cause an Adverse REMIC Event. Any expenses incurred

by the Purchaser in connection with such modification or accommodation

(including but not limited to recoverable attorney fees) shall be paid by the

Seller.

The "Repurchase Price" with respect to any Mortgage Loan or REO Loan

to be repurchased pursuant to this Agreement and Section 2.03 of the Pooling and

Servicing Agreement, shall have the meaning given to the term "Purchase Price"

in the Pooling and Servicing Agreement.

A "Qualified Substitute Mortgage Loan" with respect to any Mortgage

Loan or REO Loan to be substituted pursuant to this Agreement and Section 2.03

of the Pooling and Servicing Agreement, shall have the meaning given to such

term in the Pooling and Servicing Agreement.

A "Substitution Shortfall Amount" with respect to any Mortgage Loan

or REO Loan to be substituted pursuant to this Agreement and Section 2.03 of the

Pooling and Servicing Agreement, shall have the meaning given to such term in

the Pooling and Servicing Agreement.

In connection with any repurchase or substitution of one or more

Mortgage Loans contemplated hereby, (i) the Purchaser shall execute and deliver,

or cause the execution and delivery of, such endorsements and assignments,

without recourse, as shall be necessary to vest in the Seller the legal and

beneficial ownership of each repurchased Mortgage Loan or replaced Mortgage

Loan, as applicable, (ii) the Purchaser shall deliver, or cause the delivery, to

the Seller of all portions of the Mortgage File and other documents (including

the Servicing File) pertaining to such Mortgage Loan possessed by the Trustee,

or on the Trustee's behalf, and (iii) the Purchaser shall release, or cause to

be released, to the Seller any escrow payments and reserve funds held by the

Trustee, or on the Trustee's behalf, in respect of such repurchased or replaced

Mortgage Loans.

(f) The representations and warranties of the parties hereto shall

survive the execution and delivery and any termination of this Agreement and

shall inure to the benefit of the respective parties, notwithstanding any

restrictive or qualified endorsement on the Mortgage Notes or assignment of

Mortgage or the examination of the Mortgage Files.

(g) Each party hereby agrees to promptly notify the other party of

any Breach of a representation or warranty contained in this Section 6. The

Seller's obligation to cure any Breach or Defect or repurchase or substitute for

the affected Mortgage Loan pursuant to Section 6(e) herein shall constitute the

sole remedy available to the Purchaser in connection with a Breach or Defect

(subject to the last sentence of the second paragraph of Section 6(e)). It is

acknowledged and agreed that the representations and warranties are being made

for risk allocation purposes only; provided, however, no limitation of remedy is

implied with respect to the Seller's breach of its obligation to cure,

repurchase or substitute in accordance with the terms and conditions of this

Agreement.

SECTION 7. Conditions to Closing. The obligations of the Purchaser

to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior

to the Closing Date, of the following conditions:

(a) Each of the obligations of the Seller required to be performed

by it at or prior to the Closing Date pursuant to the terms of this Agreement

shall have been duly performed and complied with and all of the representations

and warranties of the Seller under this Agreement shall be true and correct in

all material respects as of the Closing Date, and no event shall have occurred

as of the Closing Date which, with notice or passage of time, would constitute a

default under this Agreement, and the Purchaser shall have received a

certificate to the foregoing effect signed by an authorized officer of the

Seller substantially in the form of Exhibit D. (b) The Purchaser shall have

received the following additional closing documents:

(i) copies of the Seller's articles of association and memorandum of

association, certified as of a recent date by the General Counsel of the

Seller;

(ii) an original or copy of a certificate of corporate existence of

the Seller issued by the State of New York Banking Department dated not

earlier than sixty days prior to the Closing Date;

(iii) an opinion of counsel of the Seller, in form and substance

satisfactory to the Purchaser and its counsel, substantially to the effect

that:

(A) the Seller is duly licensed and authorized to transact

business in the State of New York as a branch of a foreign bank

under Article V of the Banking Law of the United States;

(B) the Seller has the power to conduct its business as now

conducted and to incur and perform its obligations under this

Agreement and the Indemnification Agreement;

(C) all necessary corporate or other action has been taken by

the Seller to authorize the execution, delivery and performance of

this Agreement and the Indemnification Agreement by the Seller and

this Agreement is a legal, valid and binding agreement of the Seller

enforceable against the Seller, whether such enforcement is sought

in a procedure at law or in equity, except to the extent such

enforcement may be limited by bankruptcy or other similar creditors'

laws or principles of equity and public policy considerations

underlying the securities laws, to the extent that such public

policy considerations limit the enforceability of the provisions of

the Agreement which purport to provide indemnification with respect

to securities law violations;

(D) the Seller's execution and delivery of, and the Seller's

performance of its obligations under, each of this Agreement and the

Indemnification Agreement do not and will not conflict with the

Seller's articles of association or by-laws or conflict with or

result in the breach of any of the terms or provisions of, or

constitute a default under, any indenture, mortgage, deed of trust,

loan agreement or other material agreement or instrument to which

the Seller is a party or by which the Seller is bound, or to which

any of the property or assets of the Seller is subject or violate

any provisions of law or conflict with or result in the breach of

any order of any court or any governmental body binding on the

Seller;

(E) there is no litigation, arbitration or mediation pending

before any court, arbitrator, mediator or administrative body, or to

such counsel's actual knowledge, threatened, against the Seller

which (i) questions, directly or indirectly, the validity or

enforceability of this Agreement or the Indemnification Agreement or

(ii) would, if decided adversely to the Seller, either individually

or in the aggregate, reasonably be expected to have a material

adverse effect on the ability of the Seller to perform its

obligations under this Agreement or the Indemnification Agreement;

and

(F) no consent, approval, authorization, order, license,

registration or qualification of or with federal court or

governmental agency or body is required for the consummation by the

Seller of the transactions contemplated by this Agreement and the

Indemnification Agreement, except such consents, approvals,

authorizations, orders, licenses, registrations or qualifications as

have been obtained; and

(iv) a letter from counsel of the Seller to the effect that nothing

has come to such counsel's attention that would lead such counsel to

believe that the Prospectus Supplement as of the date thereof or as of the

Closing Date contains, with respect to the Seller or the Mortgage Loans,

any untrue statement of a material fact or omits to state a material fact

necessary in order to make the statements therein relating to the Seller

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

were made, not misleading.

(c) The Offered Certificates shall have been concurrently issued and

sold pursuant to the terms of the Underwriting Agreement. The Private

Certificates shall have been concurrently issued and sold pursuant to the terms

of the Certificate Purchase Agreement.

(d) The Seller shall have executed and delivered concurrently

herewith the Indemnification Agreement.

(e) The Seller shall furnish the Purchaser with such other

certificates of its officers or others and such other documents and opinions to

evidence fulfillment of the conditions set forth in this Agreement as the

Purchaser and its counsel may reasonably request.

SECTION 8. Closing. The closing for the purchase and sale of the

Mortgage Loans shall take place at the office of Cadwalader, Wickersham & Taft

LLP, Charlotte, North Carolina, at 10:00 a.m., on the Closing Date or such other

place and time as the parties shall agree. The parties hereto agree that time is

of the essence with respect to this Agreement.

SECTION 9. Expenses. The Seller will pay its pro rata share (the

Seller's pro rata share to be determined according to the percentage that the

aggregate principal balance as of the Cut-off Date of all the Mortgage Loans

represents in proportion to the aggregate principal balance as of the Cut-off

Date of all the mortgage loans to be included in the Trust Fund) of all costs

and expenses of the Purchaser in connection with the transactions contemplated

herein, including (without duplication thereof), but not limited to: (i) the

costs and expenses of the Purchaser in connection with the purchase of the

Mortgage Loans and other mortgage loans; (ii) the costs and expenses of

reproducing and delivering the Pooling and Servicing Agreement and printing (or

otherwise reproducing) and delivering the Certificates; (iii) the reasonable and

documented fees, costs and expenses of the Trustee and its counsel incurred in

connection with the Trustee entering into the Pooling and Servicing Agreement;

(iv) the fees and disbursements of a firm of certified public accountants

selected by the Purchaser and the Seller with respect to numerical information

in respect of the Mortgage Loans, other mortgage loans and the Certificates

included in the Prospectus, the Memoranda (as defined in the Indemnification

Agreement) and the Term Sheet (as defined in the Indemnification Agreement), or

items similar to the Term Sheet, including the cost of obtaining any "comfort

letters" with respect to such items; (v) the costs and expenses in connection

with the qualification or exemption of the Certificates under state securities

or blue sky laws, including filing fees and reasonable fees and disbursements of

counsel in connection therewith; (vi) the costs and expenses in connection with

any determination of the eligibility of the Certificates for investment by

institutional investors in any jurisdiction and the preparation of any legal

investment survey, including reasonable fees and disbursements of counsel in

connection therewith; (vii) the costs and expenses in connection with printing

(or otherwise reproducing) and delivering the Registration Statement, Prospectus

and Memoranda, and the reproduction and delivery of this Agreement and the

furnishing to the Underwriters of such copies of the Registration Statement,

Prospectus, Memoranda and this Agreement as t