MORTGAGE LOAN PURCHASE AGREEMENT

Exhibit 10.1

Column Mortgage Loan Purchase Agreement

See attached

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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

(Depositor)

and

COLUMN FINANCIAL, INC.

(Seller)

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MORTGAGE LOAN PURCHASE AGREEMENT

Dated as of November 1, 2007

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TABLE OF CONTENTS

Section 1. Transactions on or Prior to the Closing Date.......................

Section 2. Closing Date Actions...............................................

Section 3. Conveyance of Mortgage Loans.......................................

Section 4. Depositor's Conditions to Closing..................................

Section 5. Seller's Conditions to Closing.....................................

Section 6. Representations and Warranties of Seller...........................

Section 7. Obligations of Seller..............................................

Section 8. Crossed Loans......................................................

Section 9. Representations and Warranties of Depositor........................

Section 10. Survival of Certain Representations, Warranties and

Covenants..........................................................

Section 11. Transaction Expenses...............................................

Section 12. Recording Costs and Expenses.......................................

Section 13. Notices............................................................

Section 14. Examination of Mortgage Files......................................

Section 15. Successors.........................................................

Section 16. Governing Law......................................................

Section 17. Severability.......................................................

Section 18. Further Assurances.................................................

Section 19. Counterparts.......................................................

Section 20. Treatment as Security Agreement....................................

Section 21. Recordation of Agreement...........................................

Section 22. Notice of Exchange Act Reportable Events...........................

Schedule I Schedule of Transaction Terms

Schedule II Mortgage Loan Schedule

Schedule III Mortgage Loans Constituting Crossed Groups

Schedule IV Mortgage Loans with Lost Notes

Schedule V Exceptions to Seller's Representations and Warranties

Exhibit A Representations and Warranties Regarding the Mortgage Loans

Exhibit B Form of Lost Note Affidavit

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MORTGAGE LOAN PURCHASE AGREEMENT

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

dated as of November 1, 2007, is made by and between COLUMN FINANCIAL,

INC., a Delaware corporation ("Seller"), and CREDIT SUISSE FIRST BOSTON

MORTGAGE SECURITIES CORP., a Delaware corporation ("Depositor").

RECITALS

I. Capitalized terms used herein without definition have the

meanings ascribed to them in the Schedule of Transaction Terms attached hereto

as Schedule I, which is incorporated herein by this reference, or, if not

defined therein, in the Pooling and Servicing Agreement specified on such

Schedule of Transaction Terms.

II. On the Closing Date, and on the terms set forth herein, Seller

has agreed to sell to Depositor and Depositor has agreed to purchase from Seller

the mortgage loans identified on the schedule (the "Mortgage Loan Schedule")

annexed hereto as Schedule II (each such mortgage loan, a "Mortgage Loan" and,

collectively, the "Mortgage Loans"). Depositor intends to deposit the Mortgage

Loans and other assets into a trust fund (the "Trust Fund") created pursuant to

the Pooling and Servicing Agreement and to cause the issuance of the

Certificates.

AGREEMENT

NOW, THEREFORE, on the terms and conditions set forth below and for

good and valuable consideration, the receipt and adequacy of which is hereby

acknowledged, Depositor and Seller agree as follows:

Section 1. Transactions on or Prior to the Closing Date. On or prior

to the Closing Date, Seller shall have delivered the Mortgage Files with respect

to each of the Mortgage Loans listed in the Mortgage Loan Schedule to Wells

Fargo Bank, N.A. as trustee (the "Trustee") or its designee, against receipt by

Seller of a written receipt, pursuant to an arrangement between Seller and the

Trustee; provided, however, that, item (xvi) in the definition of Mortgage File

(below) shall be delivered to the applicable Master Servicer for inclusion in

the Servicer File (defined below) with a copy delivered to the Trustee for

inclusion in the Mortgage File; and provided, further, that Seller shall pay (or

cause the related Borrower to pay) any costs of the assignment or amendment of

each letter of credit described under such item (xvi) required in order for the

Trustee to draw on such letter of credit pursuant to the terms of the Pooling

and Servicing Agreement and shall deliver the related assignment or amendment

documents within thirty (30) days after the Closing Date, which period may be

extended by thirty (30) days as provided in the Pooling and Servicing Agreement.

In addition, prior to such assignment or amendment of a letter of credit, Seller

will take all necessary steps to enable the applicable Master Servicer to draw

on the related letter of credit on behalf of the Trustee pursuant to the terms

of the Pooling and Servicing Agreement, including, if necessary, drawing on the

letter of credit in its own name pursuant to written instructions to draw from

the applicable Master Servicer and upon receipt, immediately remitting the

proceeds of such draw (or causing such proceeds to be remitted) to the

applicable Master Servicer.

Section 2. Closing Date Actions. The sale of the Mortgage Loans

shall take place on the Closing Date, subject to and simultaneously with the

deposit of the Mortgage Loans into the Trust Fund, the issuance of the

Certificates, the sale of the Publicly Offered Certificates by Depositor to the

Underwriters pursuant to the Underwriting Agreement and the sale of the Private

Certificates by Depositor to the Initial Purchaser pursuant to the Certificate

Purchase Agreement. The closing (the "Closing") shall take place at the offices

of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, New

York 10281, or such other location as agreed upon between the parties hereto. On

the Closing Date, the following actions shall take place in sequential order on

the terms set forth herein:

(i) Seller shall sell to Depositor, and Depositor shall

purchase from Seller, the Mortgage Loans pursuant to this Agreement for

the Mortgage Loan Purchase Price payable in accordance with instructions

previously provided to Depositor by Seller. The Mortgage Loan Purchase

Price shall be paid by Depositor to Seller or at its direction by wire

transfer in immediately available funds to an account designated by Seller

on or prior to the Closing Date. The "Mortgage Loan Purchase Price" paid

by Depositor shall be equal to the amount that Depositor and Seller have

mutually agreed upon as the "Net Securitization Proceeds/Fees" under the

heading "Column Financial Share" in the Closing Statement (which amount

includes, without limitation, accrued interest and is less those costs and

expenses to be paid by Seller, including those expenses to be paid

pursuant to Section 11 hereof).

(ii) Pursuant to the terms of the Pooling and Servicing

Agreement, Depositor shall transfer all of its right, title and interest

in, to and under the Mortgage Loans to the Trustee (for the benefit of the

Holders of the Certificates) in exchange for the issuance of the

Certificates to or at the direction of Depositor.

(iii) Depositor shall sell to the Underwriters, and the

Underwriters shall purchase from Depositor, the Publicly Offered

Certificates pursuant to the Underwriting Agreement, and Depositor shall

sell to the Initial Purchaser, and the Initial Purchaser shall purchase

from Depositor, the Private Certificates pursuant to the Certificate

Purchase Agreement.

(iv) The Underwriters will offer the Publicly Offered

Certificates for sale to the public pursuant to the Prospectus and the

Prospectus Supplement and the Initial Purchaser will privately place

certain classes of the Private Certificates pursuant to the Offering

Circular.

Section 3. Conveyance of Mortgage Loans. Effective as of the Closing

Date, subject only to Seller's receipt of the Mortgage Loan Purchase Price,

Seller does hereby assign, transfer, set over and otherwise convey, without

recourse, to Depositor, free and clear of any liens, claims or other

encumbrances, all of Seller's right, title and interest in, to and under: (i)

each of the Mortgage Loans identified on the Mortgage Loan Schedule and (ii) all

property of Seller described in Section 20(b) of this Agreement, including,

without limitation, (A) all scheduled payments of interest and principal due on

or with respect to the Mortgage Loans after the Cut-off Date and (B) all other

payments of interest, principal or prepayment premiums received on or with

respect to the Mortgage Loans after the Cut-off Date, other than any such

payments of interest or principal or prepayment premiums that were due on or

prior to the Cut-off Date. The parties acknowledge that such assignment,

transfer, setting over and other conveyance shall not be construed to limit any

obligation of Seller and any servicing rights of Capmark Finance Inc. under that

certain servicing rights purchase agreement, dated as of November 1, 2007,

between Seller and Capmark Finance Inc., or of KeyCorp Real Estate Capital

Markets, Inc. under that certain servicing rights purchase agreement, dated as

of November 1, 2007, between Seller and KeyCorp Real Estate Capital Markets,

Inc. The Mortgage File for each Mortgage Loan shall contain the following

documents on a collective basis:

(i) the original Note (or with respect to those Mortgage Loans

listed in Schedule IV hereto, a "lost note affidavit" substantially in the

form of Exhibit B hereto and a true and complete copy of the Note),

bearing, or accompanied by, all prior and intervening endorsements or

assignments showing a complete chain of endorsement or assignment from the

applicable Mortgage Loan Originator either in blank or to Seller, and

further endorsed (at the direction of Depositor given pursuant to this

Agreement) by Seller, on its face or by allonge attached thereto, without

recourse, either in blank or to the order of the Trustee in the following

form: "Pay to the order of Wells Fargo Bank, N.A., as trustee for the

registered Holders of Credit Suisse First Boston Mortgage Securities

Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C5,

without recourse, representation or warranty, express or implied";

(ii) a duplicate original Mortgage or a counterpart thereof

or, if such Mortgage has been returned by the related recording office,

(A) an original, (B) a certified copy or (C) a copy thereof from the

applicable recording office, and originals or counterparts (or originals,

certified copies or copies from the applicable recording office) of any

intervening assignments thereof from the applicable Mortgage Loan

Originator to Seller, in each case in the form submitted for recording or,

if recorded, with evidence of recording indicated thereon;

(iii) an original assignment of the Mortgage, in recordable

form (except for any missing recording information and, if applicable,

completion of the name of the assignee), from Seller (or the applicable

Mortgage Loan Originator) either in blank or to "Wells Fargo Bank, N.A.,

as trustee for the registered Holders of Credit Suisse First Boston

Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,

Series 2007-C5";

(iv) an original, counterpart or copy of any related

Assignment of Leases (if such item is a document separate from the

Mortgage), and the originals, counterparts or copies of any intervening

assignments thereof from the applicable Mortgage Loan Originator of the

Mortgage Loan to Seller, in each case in the form submitted for recording

or, if recorded, with evidence of recording thereon;

(v) an original assignment of any related Assignment of Leases

(if such item is a document separate from the Mortgage), in recordable

form (except for any missing recording information and, if applicable,

completion of the name of the assignee), from Seller (or the applicable

Mortgage Loan Originator), either in blank or to "Wells Fargo Bank, N.A.,

as trustee for the registered Holders of Credit Suisse First Boston

Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,

Series 2007-C5", which assignment may be included as part of an omnibus

assignment covering other documents relating to the Mortgage Loan

(provided that such omnibus assignment is effective and in recordable form

under applicable law);

(vi) an original or true and complete copy of any related

Security Agreement (if such item is a document separate from the

Mortgage), and the originals or copies of any intervening assignments

thereof from the applicable Mortgage Loan Originator to Seller;

(vii) an original assignment of any related Security Agreement

(if such item is a document separate from the Mortgage), from Seller (or

the applicable Mortgage Loan Originator) either in blank or to "Wells

Fargo Bank, N.A., as trustee for the registered Holders of Credit Suisse

First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through

Certificates, Series 2007-C5," which assignment may be included as part of

an omnibus assignment covering other documents relating to the Mortgage

Loan (provided that such omnibus assignment is effective under applicable

law);

(viii) originals or copies of all (A) assumption agreements,

(B) modifications, (C) written assurance agreements and (D) substitution

agreements, together with any evidence of recording thereon or in the form

submitted for recording, in those instances where the terms or provisions

of the Mortgage, Note or any related security document have been modified

or the Mortgage Loan has been assumed;

(ix) the original lender's title insurance policy or a copy

thereof (together with all endorsements or riders that were issued with or

subsequent to the issuance of such policy), or if the policy has not yet

been issued, the original or a copy of a binding written commitment (which

may be a pro forma or specimen title insurance policy which has been

accepted or approved in writing by the related title insurance company, or

an interim binder that is "marked up" as binding and countersigned by the

title company, which in any case is binding on the title insurance

company), insuring the priority of the Mortgage as a first lien on the

related Mortgaged Property, relating to such Mortgage Loan;

(x) the original or a counterpart of any guaranty of the

obligations of the Borrower under the Mortgage Loan;

(xi) UCC acknowledgement, certified or other copies of all UCC

Financing Statements and continuation statements which show the filing or

recording thereof (including the filing number or other similar filing

information) or, alternatively, other evidence of filing or recording

(including the filing number or other similar filing information)

acceptable to the Trustee (including, without limitation, evidence of such

filed or recorded UCC Financing Statement as shown on a written UCC search

report from a reputable search firm, such as CSC/LexisNexis Document

Solutions, Corporation Service Company, CT Corporation System and the like

or printouts of on-line confirmations from such UCC filing or recording

offices or authorized agents thereof), sufficient to perfect (and maintain

the perfection of) the security interest held by the applicable Mortgage

Loan Originator (and each assignee of record prior to the Trustee) in and

to the personalty of the Borrower at the Mortgaged Property, and original

UCC Financing Statement assignments, in a form suitable for filing or

recording, sufficient to assign each such UCC Financing Statement to the

Trustee;

(xii) the original or copy of the power of attorney (with

evidence of recording thereon) granted by the Borrower if the Mortgage,

Note or other document or instrument referred to above was not signed by

the Borrower;

(xiii) with respect to any debt of a Borrower permitted under

the related Mortgage Loan, an original or copy of a subordination

agreement, standstill agreement or other intercreditor, co-lender or

similar agreement relating to such other debt, if any, including any

mezzanine loan documents or preferred equity documents;

(xiv) with respect to any Cash Collateral Accounts and

Lock-Box Accounts, an original or copy of any related account control

agreement;

(xv) an original or copy of any related Loan Agreement (if

separate from the related Mortgage), and an original or copy of any

related Lock-Box Agreement or Cash Collateral Account Agreement (if

separate from the related Mortgage and Loan Agreement);

(xvi) the originals and copies of letters of credit, if any,

relating to the Mortgage Loans and amendments thereto which entitles the

Trust to draw thereon; provided that in connection with the delivery of

the Mortgage File to the Trust, such originals shall be delivered to the

applicable Master Servicer and copies thereof shall be delivered to the

Trustee;

(xvii) any related environmental insurance policies and any

environmental guarantees or indemnity agreements or copies thereof;

(xviii) the original or a copy of the ground lease and ground

lease estoppels, if any, and of any amendments, modifications or

extensions thereto, if any;

(xix) the original or copy of any property management

agreement;

(xx) without duplication with clause (xiii) above, a copy of

the mortgage note evidencing the related Junior Loan, if any;

(xxi) copies of franchise agreements and franchisor comfort

letters, if any, for hospitality properties; and

(xxii) a checklist of the related Mortgage Loan Documents

included in the subject Mortgage File.

Notwithstanding the foregoing, in the event that, in connection with

any Mortgage Loan, Seller cannot deliver, or cause to be delivered, an original,

counterpart or certified copy, as applicable, of any of the documents and/or

instruments required to be delivered pursuant to clauses (ii) (relating to

Mortgages), (iv) (relating to Assignments of Leases), (viii) (relating to

assumption agreements, modifications, written assurance agreements and

substitution agreements), (xi) (relating to UCC Financing Statements and related

documents)(other than assignments of UCC Financing Statements to be recorded or

filed in accordance with the transfer contemplated by this Agreement) and (xii)

(relating to powers of attorney) of the last sentence of the first paragraph of

this Section 3, with evidence of recording or filing thereon on the Closing

Date, solely because of a delay caused by the public recording or filing office

where such document or instrument has been delivered for recordation or filing,

the delivery requirements of such last sentence of such first paragraph of this

Section 3 should be deemed to have been satisfied and such non-delivered

document or instrument shall be deemed to have been included in the Mortgage

File; provided that Seller: (i) shall deliver, or cause to be delivered, to the

Trustee or its designee and the applicable Master Servicer a duplicate original

or true copy of such document or instrument (certified by the applicable public

recording or filing office, the applicable title insurance company or Seller to

be a true and complete duplicate original or photocopy of the original thereof

submitted for recording or filing) on the Closing Date; and (ii) shall deliver,

or cause to be delivered, to the Trustee or its designee (with a copy thereof to

the applicable Master Servicer) either the original of such non-delivered

document or instrument, or a photocopy thereof (certified by the appropriate

public recording or filing office to be a true and complete copy of the original

thereof submitted for recording or filing), with evidence of recording or filing

thereon within 120 days of the Closing Date, which period may be extended up to

two times, in each case for an additional period of 45 days provided that

Seller, as certified in writing to the Trustee prior to each such 45-day

extension, is in good faith attempting to obtain from the appropriate county

recorder's office such original or photocopy.

Notwithstanding the foregoing, in the event that, in connection with

any Mortgage Loan, Seller cannot deliver, or cause to be delivered, an original,

counterpart or certified copy, as applicable, of any of the documents and/or

instruments required to be delivered pursuant to clauses (ii) (relating to

Mortgages), (iv) (relating to Assigments of Leases), (viii) (relating to

assumption agreements, modifications, written assurance agreements and

substitution agreements), (xi) (relating to UCC Financing Statements and related

documents) (other than assignments of UCC Financing Statements to be recorded or

filed in accordance with the transfer contemplated by this Agreement) and (xii)

(relating to powers of attorney) of the last sentence of the first paragraph of

this Section 3, with evidence of recording or filing thereon for any other

reason, including without limitation, that such non-delivered document or

instrument has been lost, the delivery requirements of this Agreement shall be

deemed to have been satisfied and such non-delivered document or instrument

shall be deemed to have been included in the related Mortgage File if a

photocopy or duplicate original of such non-delivered document or instrument

(with evidence of recording or filing thereon and certified by the appropriate

recording or filing office to be a true and complete copy of the original

thereof as filed or recorded) is delivered to the Trustee or its designee on or

before the Closing Date.

Notwithstanding the foregoing, in the event that Seller fails, as to

any Mortgage Loan, to deliver any UCC Financing Statement assignment with the

filing or recording information of the related UCC Financing Statement, solely

because such UCC Financing Statement has not been returned to Seller by the

applicable public filing or recording office where such UCC Financing Statement

has been delivered for filing or recording, Seller shall not be in breach of its

obligations with respect to such delivery, provided that Seller promptly

forwards such UCC Financing Statement to the Trustee or its designee (with a

copy to the applicable Master Servicer) upon its return from the applicable

filing or recording office, together with the related original UCC Financing

Statement assignment in a form appropriate for filing or recording.

Notwithstanding the foregoing, Seller may elect, at its sole cost

and expense, to engage a third-party contractor to prepare or complete in proper

form for filing or recording any and all of the assignments of Mortgage,

assignments of Assignments of Leases and assignments of UCC Financing Statements

to the Trustee to be delivered pursuant to clauses (iii), (v), and (xi) of the

last sentence of the first paragraph of this Section 3 (collectively, the

"Assignments"), to submit such Assignments for filing and recording, as the case

may be, in the applicable public filing and recording offices and to deliver

such Assignments to the Trustee or its designee (with a copy to the applicable

Master Servicer) as such Assignments (or certified copies thereof) are received

from the applicable filing and recording offices with evidence of such filing or

recording indicated thereon. However, in the event Seller engages a third-party

contractor as contemplated in the immediately preceding sentence, the rights,

duties and obligations of Seller pursuant to this Agreement remain binding on

Seller.

Within ten (10) Business Days after the Closing Date, Seller shall

deliver the Servicer Files with respect to each of the Mortgage Loans to the

applicable Master Servicer (or, if applicable, to a Sub-Servicer (with a copy to

the applicable Master Servicer) at the direction of the applicable Master

Servicer), under the Pooling and Servicing Agreement on behalf of the Trustee in

trust for the benefit of the Certificateholders. Each such Servicer File shall

contain all documents and records in Seller's possession relating to the

Mortgage Loans and constituting the related Servicing Files (as defined in the

Pooling and Servicing Agreement).

For purposes of this Section 3, and notwithstanding any contrary

provision hereof or of the definition of "Mortgage File", if there exists with

respect to any group of Crossed Loans only one original or certified copy of any

document or instrument described in the definition of "Mortgage File" which

pertains to all of the Crossed Loans in such group of Crossed Loans, the

inclusion of the original or certified copy of such document or instrument in

the Mortgage File for any of such Crossed Loans and the inclusion of a copy of

such original or certified copy in each of the Mortgage Files for the other

Crossed Loans in such group of Crossed Loans, shall be deemed to constitute the

inclusion of such original or certified copy, as the case may be, in the

Mortgage File for each such Crossed Loan.

Seller shall, promptly after the Closing Date, but in all events

within three (3) Business Days after the Closing Date, cause all funds on

deposit in escrow accounts maintained with respect to the Mortgage Loans in the

name of Seller or any other name, to be transferred to or at the direction of

the applicable Master Servicer (or, if applicable, to a Sub-Servicer at the

direction of the applicable Master Servicer).

The Trustee, as assignee or transferee of Depositor, shall be

entitled to all scheduled principal payments due after the Cut-off Date, all

other payments of principal due and collected after the Cut-off Date, and all

payments of interest on the Mortgage Loans, minus that portion of any such

payment which is allocable to the period on or prior to the Cut-off Date. All

scheduled payments of principal due on or before the Cut-off Date and collected

after the Cut-off Date, together with the accompanying interest payments, shall

belong to Seller.

Upon the sale of the Mortgage Loans from Seller to Depositor

pursuant hereto, the ownership of each Note, the related Mortgage and the

contents of the related Mortgage File shall be vested in Depositor and the

ownership of all records and documents that constitute the Servicer File with

respect to the related Mortgage Loan shall immediately vest in Depositor. All

Monthly Payments, Principal Prepayments and other amounts received by Seller and

not otherwise belonging to Seller pursuant to this Agreement shall be sent by

Seller within three (3) Business Days after Seller's receipt thereof to the

applicable Master Servicer via wire transfer for deposit by the applicable

Master Servicer into the Collection Account.

Seller shall, under generally accepted accounting principles, report

its transfer of the Mortgage Loans to Depositor, as provided herein, as a sale

of the Mortgage Loans to Depositor in exchange for the consideration specified

in Section 2 hereof. In connection with the foregoing, Seller shall cause all of

its financial and accounting records to reflect such transfer as a sale (as

opposed to a secured loan). Seller shall at all times following the Closing Date

cause all of its records and financial statements and any relevant consolidated

financial statements of any direct or indirect parent to clearly reflect that

the Mortgage Loans have been transferred to Depositor and are no longer

available to satisfy claims of Seller's creditors.

After Seller's transfer of the Mortgage Loans to Depositor, as

provided herein, Seller shall not take any action inconsistent with Depositor's

ownership (or the ownership by any of Depositor's assignees) of the Mortgage

Loans. Except for actions that are the express responsibility of another party

hereunder or under the Pooling and Servicing Agreement, and further except for

actions that Seller is expressly permitted to complete subsequent to the Closing

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

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

to Depositor.

Section 4. Depositor's Conditions to Closing. The obligations of

Depositor to purchase the Mortgage Loans and pay the Mortgage Loan Purchase

Price at the Closing Date under the terms of this Agreement are subject to the

satisfaction of each of the following conditions at or before the Closing:

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

on or prior to the Closing Date pursuant to the terms of this Agreement shall

have been duly performed and complied with in all material respects; all of the

representations and warranties of Seller under this Agreement (subject to the

exceptions set forth in the Exception Report) shall be true and correct in all

material respects as of the Closing Date; no event shall have occurred with

respect to Seller or any of the Mortgage Loans and related Mortgage Files which,

with notice or the passage of time, would constitute a material default under

this Agreement; and Depositor shall have received certificates to the foregoing

effect signed by authorized officers of Seller.

(b) Depositor, or if directed by Depositor, the Trustee or

Depositor's attorneys or other designee, shall have received in escrow, all of

the following closing documents, in such forms as are agreed upon and reasonably

acceptable to Depositor and Seller, duly executed by all signatories other than

Depositor, as required pursuant to the respective terms thereof:

(i) the Mortgage Files, subject to the provisos of Section 1

of this Agreement, which shall have been delivered to and held by the

Trustee or its designee on behalf of Seller;

(ii) the Mortgage Loan Schedule;

(iii) the certificate of Seller confirming its representations

and warranties set forth in Section 6 (subject to the exceptions set forth

in the Exception Report) as of the Closing Date;

(iv) an opinion or opinions of Seller's counsel, dated the

Closing Date, covering various corporate matters and such other matters as

shall be reasonably required by Depositor;

(v) such other certificates of Seller's officers or others and

such other documents to evidence fulfillment of the conditions set forth

in this Agreement as Depositor or its counsel may reasonably request; and

(vi) all other information, documents, certificates, or

letters with respect to the Mortgage Loans or Seller and its Affiliates as

are reasonably requested by Depositor in order for Depositor to perform

any of it obligations or satisfy any of the conditions on its part to be

performed or satisfied pursuant to any sale of Mortgage Loans by Depositor

as contemplated herein.

(c) Seller shall have performed or complied with all other terms and

conditions of this Agreement which it is required to perform or comply with at

or before the Closing and shall have the ability to perform or comply with all

duties, obligations, provisions and terms which it is required to perform or

comply with after the Closing.

(d) Seller shall have delivered to the Trustee, on or before the

Closing Date, five limited powers of attorney in favor of the Trustee and the

Special Servicer empowering the Trustee and, in the event of the failure or

incapacity of the Trustee, the Special Servicer, to record, at the expense of

Seller, any Mortgage Loan Documents required to be recorded and any intervening

assignments with evidence of recording thereon that are required to be included

in the Mortgage Files. Seller shall reasonably cooperate with the Trustee and

the Special Servicer in connection with any additional powers or revisions

thereto that are requested by such parties.

Section 5. Seller's Conditions to Closing. The obligations of Seller

under this Agreement shall be subject to the satisfaction, on the Closing Date,

of the following conditions:

(a) Each of the obligations of Depositor required to be performed by

it on or prior to the Closing Date pursuant to the terms of this Agreement shall

have been duly performed and complied with in all material respects; and all of

the representations and warranties of Depositor under this Agreement shall be

true and correct in all material respects as of the Closing Date; and no event

shall have occurred with respect to Depositor which, with notice or the passage

of time, would constitute a material default under this Agreement, and Seller

shall have received certificates to that effect signed by authorized officers of

Depositor.

(b) Seller shall have received all of the following closing

documents, in such forms as are agreed upon and reasonably acceptable to Seller

and Depositor, duly executed by all signatories other than Seller, as required

pursuant to the respective terms thereof:

(i) an officer's certificate of Depositor, dated as of the

Closing Date, with the resolutions of Depositor authorizing the

transactions set forth therein, together with copies of the charter,

by-laws and certificate of good standing dated as of a recent date of

Depositor; and

(ii) such other certificates of its officers or others, such

opinions of Depositor's counsel and such other documents required to

evidence fulfillment of the conditions set forth in this Agreement as

Seller or its counsel may reasonably request.

(c) Depositor shall have performed or complied with all other terms

and conditions of this Agreement which it is required to perform or comply with

at or before the Closing and shall have the ability to perform or comply with

all duties, obligations, provisions and terms which it is required to perform or

comply with after Closing.

Section 6. Representations and Warranties of Seller. Seller

represents and warrants to Depositor as of the date hereof, as follows:

(i) Seller is duly organized and is validly existing as a

corporation in good standing under the laws of the State of Delaware.

Seller has conducted and is conducting its business so as to comply in all

material respects with all applicable statutes and regulations of

regulatory bodies or agencies having jurisdiction over it, except where

the failure so to comply would not have a materially adverse effect on the

performance by Seller of this Agreement, and there is no charge, action,

suit or proceeding before or by any court, regulatory authority or

governmental agency or body pending or, to the knowledge of Seller,

threatened, which is reasonably likely to materially and adversely affect

the performance by Seller of this Agreement or the consummation of

transactions contemplated by this Agreement.

(ii) Seller has the full power, authority and legal right to

hold, transfer and convey the Mortgage Loans and to execute and deliver

this Agreement (and all agreements and documents executed and delivered by

Seller in connection herewith) and to perform all transactions of Seller

contemplated by this Agreement (and all agreements and documents executed

and delivered by Seller in connection herewith). Seller has duly

authorized the execution, delivery and performance of this Agreement (and

all agreements and documents executed and delivered by Seller in

connection herewith), and has duly executed and delivered this Agreement

(and all agreements and documents executed and delivered by Seller in

connection herewith). This Agreement (and each agreement and document

executed and delivered by Seller in connection herewith), assuming due

authorization, execution and delivery thereof by each other party thereto,

constitutes the legal, valid and binding obligation of Seller enforceable

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

bankruptcy, fraudulent transfer, insolvency, reorganization, receivership,

moratorium or other laws relating to or affecting the rights of creditors

generally, by general principles of equity (regardless of whether such

enforcement is considered in a proceeding in equity or at law) and by

considerations of public policy.

(iii) Neither the execution, delivery and performance of this

Agreement, nor the fulfillment of or compliance with the terms and

conditions of this Agreement by Seller, will (A) conflict with or result

in a breach of any of the terms, conditions or provisions of Seller's

articles or certificate of incorporation and bylaws or similar type

organizational documents, as applicable; (B) conflict with, result in a

breach of, or constitute a default or result in an acceleration under, any

agreement or instrument to which Seller is now a party or by which it (or

any of its properties) is bound if compliance therewith is necessary (1)

to ensure the enforceability of this Agreement or (2) for Seller to

perform its duties and obligations under this Agreement (or any agreement

or document executed and delivered by Seller in connection herewith); (C)

conflict with or result in a breach of any legal restriction if compliance

therewith is necessary (1) to ensure the enforceability of this Agreement

or (2) for Seller to perform its duties and obligations under this

Agreement (or any agreement or document executed and delivered by Seller

in connection herewith); (D) result in the violation of any law, rule,

regulation, order, judgment or decree to which Seller or its property is

subject if compliance therewith is necessary (1) to ensure the

enforceability of this Agreement or (2) for Seller to perform its duties

and obligations under this Agreement (or any agreement or document

executed and delivered by Seller in connection herewith); or (E) result in

the creation or imposition of any lien, charge or encumbrance that would

have a material adverse effect upon Seller's ability to perform its duties

and obligations under this Agreement (or any agreement or document

executed and delivered by Seller in connection herewith), or materially

impair the ability of Depositor to realize on the Mortgage Loans.

(iv) Seller is solvent and the sale of the Mortgage Loans (1)

will not cause Seller to become insolvent and (2) is not intended by

Seller to hinder, delay or defraud any of its present or future creditors.

After giving effect to its transfer of the Mortgage Loans, as provided

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

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

debts and obligations, including contingent and unliquidated debts and

obligations of Seller, and Seller will not be left with unreasonably small

assets or capital with which to engage in and conduct its business. Seller

does not intend to, and does not believe that it will, incur debts or

obligations beyond its ability to pay such debts and obligations as they

mature. No proceedings looking toward liquidation, dissolution or

bankruptcy of Seller are pending or contemplated.

(v) No consent, approval, authorization or order of, or

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

agency or body having jurisdiction or regulatory authority over Seller is

required for (A) Seller's execution, delivery and performance of this

Agreement (or any agreement or document executed and delivered by Seller

in connection herewith), (B) Seller's transfer and assignment of the

Mortgage Loans, or (C) the consummation by Seller of the transactions

contemplated by this Agreement (or any agreement or document executed and

delivered by Seller in connection herewith) or, to the extent so required,

such consent, approval, authorization, order, registration, filing or

notice has been obtained, made or given (as applicable), except for the

filing or recording of assignments and other Mortgage Loan Documents

contemplated by the terms of this Agreement and except that Seller may not

be duly qualified to transact business as a foreign corporation or

licensed in one or more states if such qualification or licensing is not

necessary to ensure the enforceability of this Agreement (or any agreement

or document executed and delivered by Seller in connection herewith).

(vi) In connection with its sale of the Mortgage Loans, Seller

is receiving new value. The consideration received by Seller upon the sale

of the Mortgage Loans constitutes at least fair consideration and

reasonably equivalent value for the Mortgage Loans.

(vii) Seller does not believe, nor does it have any reason or

cause to believe, that it cannot perform each and every covenant of Seller

contained in this Agreement (or any agreement or document executed and

delivered by Seller in connection herewith).

(viii) There are no actions, suits or proceedings pending or,

to Seller's knowledge, threatened in writing against Seller which are

reasonably likely to draw into question the validity of this Agreement (or

any agreement or document executed and delivered by Seller in connection

herewith) or which, either in any one instance or in the aggregate, are

reasonably likely to materially impair the ability of Seller to perform

its duties and obligations under this Agreement (or any agreement or

document executed and delivered by Seller in connection herewith).

(ix) Seller's performance of its duties and obligations under

this Agreement (and each agreement or document executed and delivered by

Seller in connection herewith) is in the ordinary course of business of

Seller and Seller's transfer, assignment and conveyance of the Mortgage

Loans pursuant to this Agreement are not subject to the bulk transfer or

similar statutory provisions in effect in any applicable jurisdiction. The

Mortgage Loans do not constitute all or substantially all of Seller's

assets.

(x) Seller has not dealt with any Person that may be entitled,

by reason of any act or omission of Seller, to any commission or

compensation in connection with the sale of the Mortgage Loans to

Depositor hereunder except for (A) the reimbursement of expenses as

described herein or otherwise in connection with the transactions

described in Section 2 hereof and (B) the commissions or compensation owed

to the Underwriters or the Initial Purchaser.

(xi) Seller is not in default or breach of any agreement or

instrument to which Seller is now a party or by which it (or any of its

properties) is bound which breach or default would materially and

adversely affect the ability of Seller to perform its obligations under

this Agreement.

(xii) The representations and warranties contained in Exhibit

A hereto, subject to the exceptions to such representations and warranties

set forth on Schedule V hereto, are true and correct in all material

respects as of the date hereof with respect to the Mortgage Loans

identified on Schedule II.

(xiii) At the Time of Sale (as defined in the Indemnification

Agreement), the information set forth in any Disclosure Information (as

defined in the Indemnification Agreement), as last forwarded to each

prospective investor at or prior to the date on which a contract for sale

was entered into with such prospective investor, (i) does not contain any

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

necessary to make the statements therein, in light of the circumstances

under which they were made, not misleading and (ii) complies with the

requirements of and contains all of the applicable information required by

Regulation AB (as defined in the Indemnification Agreement); but only to

the extent that (i) such information regards the Mortgage Loans and is

contained in the Loan Detail (as defined in the Indemnification Agreement)

or, to the extent consistent therewith, the Diskette (as defined in the

Indemnification Agreement) or (ii) such information regarding the Seller

or the Mortgage Loans was contained in the Confidential Offering Circular

or the Prospectus Supplement under the headings "Summary of Prospectus

Supplement--Relevant Parties/Entities--Sponsors and Mortgage Loan

Sellers," "--Relevant Parties/Entities--Originators," "--The Underlying

Mortgage Loans" and "--Source of the Underlying Mortgage Loans," "Risk

Factors," "Description of the Sponsors and Mortgage Loan Sellers" and

"Description of the Underlying Mortgage Loans" and such information does

not represent an incorrect restatement or an incorrect aggregation of

correct information regarding the Mortgage Loans contained in the Loan

Detail (as defined in the Indemnification Agreement); provided that, the

Seller makes no representation or warranty to the extent that any such

untrue statement or omission or alleged untrue statement or omission was

made as a result of an error in the manipulation of, or an error in any

calculations based upon, or an error in any aggregation (other than an

aggregation made in the Loan Detail by the Seller) of, the numerical,

financial and/or statistical information regarding the Mortgage Loan

Seller Information (as defined in the Indemnification Agreement).

Section 7. Obligations of Seller. Each of the representations and

warranties contained in or required to be made by Seller pursuant to Section 6

of this Agreement shall survive the sale of the Mortgage Loans and shall

continue in full force and effect, notwithstanding any restrictive or qualified

endorsement on the Notes and notwithstanding subsequent termination of this

Agreement or the Pooling and Servicing Agreement. The representations and

warranties contained in or required to be made by Seller pursuant to Section 6

of this Agreement shall not be impaired by any review or examination of the

Mortgage Files or other documents evidencing or relating to the Mortgage Loans

or any failure on the part of Depositor to review or examine such documents and

shall inure to the benefit of the initial transferee of the Mortgage Loans from

Depositor including, without limitation, the Trustee for the benefit of the

Holders of the Certificates, notwithstanding (1) any restrictive or qualified

endorsement on any Note, assignment of Mortgage or reassignment of Assignment of

Leases or (2) any termination of this Agreement prior to the Closing, but shall

not inure to the benefit of any subsequent transferee thereafter.

If any Certificateholder, the applicable Master Servicer, the

Special Servicer or the Trustee discovers or receives notice of a breach of any

of the representations or warranties made by Seller with respect to the Mortgage

Loans (subject to the exceptions to such representations and warranties set

forth in the Exception Report), as of the date hereof in Section 6(xii) or as of

the Closing Date pursuant to Section 4(b)(iii) (in any such case, a "Breach"),

or discovers or receives notice that (a) any document required to be included in

the Mortgage File related to any Mortgage Loan is not in the Trustee's (or its

designee's) possession within the time period required herein or (b) such

document has not been properly executed or is otherwise defective on its face

(clause (a) and clause (b) each, a "Defect" (which term shall include the

"Defects" described in the immediately following paragraph) in the related

Mortgage File), such party shall give notice to the applicable Master Servicer,

the Special Servicer, the Trustee and the Rating Agencies. If the applicable

Master Servicer or the Special Servicer determines that such Breach or Defect

materially and adversely affects the value of any Mortgage Loan or REO Loan or

the interests of the Holders of any Class of Certificates (in which case such

Breach or Defect shall be a "Material Breach" or a "Material Defect", as

applicable), it shall give prompt written notice of such Breach or Defect to the

Depositor, the Trustee, the applicable Master Servicer, the Special Servicer and

the Seller and shall request that the Seller not later than the earlier of 90

days from the receipt by the Seller of such notice or discovery by the Seller of

such Breach or Defect (subject to the second succeeding paragraph, the "Initial

Resolution Period"): (i) cure such Breach or Defect in all material respects;

(ii) repurchase the affected Mortgage Loan at the applicable Purchase Price (as

defined in the Pooling and Servicing Agreement); or (iii) substitute, in

accordance with the Pooling and Servicing Agreement, one or more Qualified

Substitute Mortgage Loans (as defined in the Pooling and Servicing Agreement)

for such affected Mortgage Loan (provided that in no event shall any

substitution occur later than the second anniversary of the Closing Date) and

pay the applicable Master Servicer for deposit into the Collection Account any

Substitution Shortfall Amount (as defined in the Pooling and Servicing

Agreement) in connection therewith; provided, however, that Seller shall have an

additional 90 days to cure such Material Breach or Material Defect if all of the

following conditions are satisfied: (i) such Material Breach or Material Defect

is capable of being cured but not within the Initial Resolution Period; (ii)

such Material Breach or Material Defect does not cause the related Mortgage Loan

not to be a "qualified mortgage" (within the meaning of Section 860G(a)(3) of

the Code); (iii) Seller has commenced and is diligently proceeding with the cure

of such Material Breach or Material Defect within the Initial Resolution Period;

and (iv) Seller has delivered to the Rating Agencies, the applicable Master

Servicer, the Special Servicer and the Trustee an Officer's Certificate that

describes the reasons that the cure was not effected within the Initial

Resolution Period and the actions that it proposes to take to effect the cure

and that states that it anticipates the cure will be effected within the

additional 90-day period. If there exists a Breach of any representation or

warranty that the related Mortgage Loan Documents or any particular Mortgage

Loan Document requires the related Borrower 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 Initial Resolution

Period by reimbursing the Trust Fund (by wire transfer of immediately available

funds to the Collection Account) the reasonable amount of any such costs and

expenses incurred by the applicable 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 Borrower; provided, however, that in the event any

such costs and expenses exceed $10,000, Seller shall have the option to either

repurchase the related Mortgage Loan at the applicable Purchase Price, replace

such Mortgage Loan and pay any applicable Substitution Shortfall Amount or pay

such costs and expenses. Except as provided in the proviso to the immediately

preceding sentence, Seller shall remit the amount of such costs and expenses and

upon its making such remittance, Seller shall be deemed to have cured such

Breach in all respects. With respect to any repurchase of a Mortgage Loan

hereunder or any substitution of one or more Qualified Substitute Mortgage Loans

for a Mortgage Loan hereunder, (A) no such substitution may be made in any

calendar month after the Determination Date for such month; (B) scheduled

payments of principal and interest due with respect to the Qualified Substitute

Mortgage Loan(s) after the Due Date in the month of substitution, and scheduled

payments of principal and interest due with respect to each Mortgage Loan being

repurchased or replaced after the related Cut-off Date and received by the

applicable Master Servicer or the Special Servicer on behalf of the Trust on or

prior to the related date of repurchase or substitution, shall be part of the

Trust Fund; and (C) scheduled payments of principal and interest due with

respect to each such Qualified Substitute Mortgage Loan on or prior to the Due

Date in the month of substitution, and scheduled payments of principal and

interest due with respect to each Mortgage Loan being repurchased or replaced

and received by the applicable Master Servicer or the Special Servicer on behalf

of the Trust after the related date of repurchase or substitution, shall not be

part of the Trust Fund, and Seller (or, if applicable, any person effecting the

related repurchase or substitution in the place of Seller) shall be entitled to

receive such payments promptly following receipt by the applicable Master

Servicer or the Special Servicer, as applicable, under the Pooling and Servicing

Agreement.

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

be deemed to have a "Material Defect": (a) the absence from the Mortgage File of

the original signed Note, unless the Mortgage File contains a signed lost note

affidavit and indemnity; (b) the absence from the Mortgage File of the original

signed Mortgage, unless there is included in the Mortgage File a certified copy

of the Mortgage as recorded or as sent for recordation, together with a

certificate stating that the original signed Mortgage was sent for recordation,

or a copy of the Mortgage and the related recording information; (c) the absence

from the Mortgage File of the item called for by clause (ix) (relating to

evidence of title insurance) of the last sentence of the first paragraph of

Section 3 hereof; (d) the absence from the Mortgage File of any intervening

assignments required to create an effective assignment to the Trustee on behalf

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

the intervening assignment as recorded or as sent for recordation, together with

a certificate stating that the original intervening assignment was sent for

recordation; (e) the absence from the Mortgage File (or the Servicer File) of

any required original letter of credit (as required in the provisos of Section 1

hereof), provided that such Defect may be cured by any substitute letter of

credit or cash reserve on behalf of the related Borrower; (f) the absence from

the Mortgage File of the original or a copy of any required ground lease; or (g)

solely in the case of a Mortgage Loan secured by a Mortgaged Property operated

as a hospitality property, the absence from the Mortgage File of the related

franchise agreement and/or franchisor comfort letter. In addition, Seller shall

cure any Defect described in clause (b), (c), (e) or (f) of the immediately

preceding sentence as required in Section 2.02(b) of the Pooling and Servicing

Agreement.

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)

shall be deemed a "Material Defect" or "Material Breach", as applicable, and the

Initial Resolution Period for the affected Mortgage Loan shall be 90 days

following the earlier of Seller's receipt of notice (pursuant to this Section 7)

with respect to, or its discovery of, such Defect or Breach (which period shall

not be subject to extension).

If Seller does not, as required by this Section 7, correct or cure a

Material Breach or a Material Defect in all material respects within the

applicable Initial Resolution Period (as extended pursuant to this Section 7),

or if such Material Breach or Material Defect is not capable of being so

corrected or cured within such period, then Seller shall repurchase or

substitute for the affected Mortgage Loan as provided in this Section 7. If (i)

any Mortgage Loan is required to be repurchased or substituted for as provided

above, (ii) such Mortgage Loan is a Crossed Loan that is a part of a Crossed

Group (as defined below) and (iii) the applicable Breach or Defect does not

otherwise constitute a Breach or Defect, as the case may be, as to any other

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

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

Breach or Defect, as the case may be, as to any other Crossed Loan in the

Crossed Group for purposes of the above provisions, and Seller will be required

to repurchase or substitute for such other Crossed Loan(s) in the related

Crossed Group in accordance with the provisions of this Section 7 unless such

other Crossed Loans satisfy the Crossed Loan Repurchase Criteria (as defined in

the Pooling and Servicing Agreement) and Seller can satisfy all other criteria

for substitution or repurchase of the affected Mortgage Loan(s) set forth in the

Pooling and Servicing Agreement. In the event that one or more of such other

Crossed Loans satisfy the Crossed Loan Repurchase Criteria, 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. Seller shall be responsible

for the cost of any Appraisal required to be obtained by the applicable Master

Servicer to determine if the Crossed Loan Repurchase Criteria have been

satisfied, so long as the scope and cost of such Appraisal have been approved by

Seller (such approval not to be unreasonably withheld). For purposes of this

paragraph, a "Crossed Group" is any group of Mortgage Loans identified as a

Crossed Group on Schedule III to this Agreement.

Notwithstanding the foregoing, if there is a Material Breach or

Material Defect with respect to one or more Mortgaged Properties (but not all of

the Mortgaged Properties) with respect to a Mortgage Loan, Seller will not be

obligated to repurchase or substitute for the Mortgage Loan if the affected

Mortgaged Property may be released pursuant to the terms of any partial release

provisions in the related Mortgage Loan Documents and the remaining Mortgaged

Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan

Documents and (i) Seller provides an opinion of counsel to the effect that such

partial release would not cause an Adverse REMIC Event (as defined in the

Pooling and Servicing Agreement) to occur, (ii) Seller pays (or causes to be

paid) the applicable release price required under the Mortgage Loan Documents

and, to the extent not reimbursable out of the release price pursuant to the

related Mortgage Loan Documents, any additional amounts necessary to cover all

reasonable out-of-pocket expenses reasonably incurred by the applicable Master

Servicer, the Special Servicer, the Trustee or the Trust Fund in connection

therewith, including any unreimbursed advances and interest thereon made with

respect to the Mortgaged Property that is being released, and (iii) such cure by

release of such Mortgaged Property is effected within the time periods specified

for a cure of a Material Breach or Material Defect in this Section 7.

The Purchase Price or Substitution Shortfall Amount for any

repurchased or substituted Mortgage Loan shall be payable to Depositor or,

subsequent to the assignment of the Mortgage Loans to the Trustee, the Trustee

as its assignee, by wire transfer of immediately available funds to the account

designated by Depositor or the Trustee, as the case may be, and Depositor or the

Trustee, as the case may be, upon receipt of such funds, shall promptly release

the related Mortgage File and Servicer File or cause them to be released, to

Seller and shall execute and deliver such instruments of transfer or assignment

as shall be necessary to vest in Seller the legal and beneficial ownership of

such Mortgage Loan (including any property acquired in respect thereof or

proceeds of any insurance policy with respect thereto) and the related Mortgage

Loan Documents.

It is understood and agreed that the obligations of Seller set forth

in this Section 7 to cure, substitute for or repurchase a Mortgage Loan

constitute the sole remedies available to Depositor and its successors and

assigns respecting any Breach or Defect affecting a Mortgage Loan.

Section 8. Crossed Loans. With respect to any Crossed Loan conveyed

hereunder, to the extent that Seller repurchases or substitutes for an affected

Crossed Loan in the manner prescribed above while the Trustee continues to hold

any related Crossed Loans, Seller and Depositor (on behalf of its successors and

assigns) agree to modify, upon such repurchase or substitution, the related

Mortgage Loan Documents in a manner such that such affected Crossed Loan

repurchased or substituted by Seller, on the one hand, and any related Crossed

Loans still held by the Trustee, on the other, would no longer be

cross-defaulted or cross-collateralized with one another; provided that Seller

shall have furnished the Trustee, at Seller's expense, with an Opinion of

Counsel that such modification shall not cause an Adverse REMIC Event; and

provided, further, that if such Opinion of Counsel cannot be furnished, Seller

and Depositor hereby agree that such repurchase or substitution of only the

affected Crossed Loans, notwithstanding anything to the contrary herein, shall

not be permitted. Any reserve or other cash collateral or letters of credit

securing the subject Crossed Loans shall be allocated between such Mortgage

Loans in accordance with the Mortgage Loan Documents. All other terms of such

Mortgage Loans shall remain in full force and effect, without any modification

thereof.

Section 9. Representations and Warranties of Depositor. Depositor

hereby represents and warrants to Seller as of the date hereof, as follows:

(a) Depositor is duly organized and is validly existing as a

corporation in good standing under the laws of the State of Delaware, with full

corporate power and authority to own its assets and conduct its business as it

is conducted, and is duly qualified as a foreign corporation in good standing in

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

of its business requires such qualification (except where the failure to qualify

would not have a materially adverse effect on the consummation of any

transactions contemplated by this Agreement).

(b) The execution and delivery by Depositor of this Agreement and

the performance of Depositor's obligations hereunder are within the corporate

power of Depositor and have been duly authorized by Depositor and neither the

execution and delivery by Depositor of this Agreement nor the compliance by

Depositor with the provisions hereof, nor the consummation by Depositor of the

transactions contemplated by this Agreement, will (i) conflict with or result in

a breach of, or constitute a default under, the certificate of incorporation or

by-laws of Depositor or, after giving effect to the consents or taking of the

actions contemplated by clause (ii) of this paragraph (b), any of the provisions

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

Depositor or its properties, or any of the provisions of any material indenture

or mortgage or any other material contract or other instrument to which

Depositor is a party or by which it is bound or result in the creation or

imposition of any lien, charge or encumbrance upon any of its properties

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

instrument or (ii) require any consent of, notice to, or filing with any person,

entity or governmental body, which has not been obtained or made by Depositor,

except where, in any of the instances contemplated by clause (i) above or this

clause (ii), the failure to do so will not have a material and adverse effect on

the consummation of any transactions contemplated by this Agreement.

(c) This Agreement has been duly executed and delivered by Depositor

and this Agreement constitutes a legal, valid and binding instrument,

enforceable against Depositor in accordance with its terms, subject, as to the

enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,

moratorium and other laws affecting the rights of creditors generally and to

general principles of equity and the discretion of the court (regardless of

whether enforcement of such remedies is considered in a proceeding in equity or

at law) and, as to rights of indemnification hereunder, subject to limitations

of public policy under applicable securities laws.

(d) There is no litigation, charge, investigation, action, suit or

proceeding by or before any court, regulatory authority or governmental agency

or body pending or, to the knowledge of Depositor, threatened against Depositor

the outcome of which could be reasonably expected to materially and adversely

affect the consummation of any transactions contemplated by this Agreement.

Section 10. Survival of Certain Representations, Warranties and

Covenants. The respective representations and warranties set forth in or made

pursuant to this Agreement, and the respective obligations of the parties hereto

under Sections 7 and 12 of this Agreement, will remain in full force and effect,

regardless of any investigation or statement as to the result thereof made by or

on behalf of any party and will survive payment for the various transfers

referred to herein and delivery of the Certificates or termination of this

Agreement.

Section 11. Transaction Expenses. In connection with the Closing

(and unless otherwise expressly provided herein, including, without limitation,

in Section 12 of this Agreement), Seller shall be responsible for the fees and

expenses of its own counsel, and Depositor and Seller agree to pay the other

transaction expenses incurred in connection with the transactions herein

contemplated as set forth in the Closing Statement (or, if not covered thereby,

an expense shall be paid by the party incurring such expense).

Section 12. Recording Costs and Expenses. Seller agrees to reimburse

the Trustee or its designee all recording and filing fees and expenses incurred

by the Trustee or its designee in connection with the recording or filing of the

Mortgage Loan Documents listed in Section 3 of this Agreement, including

Assignments. In the event Seller elects to engage a third-party contractor to

prepare, complete, file and record Assignments with respect to Mortgage Loans as

provided in Section 3 of this Agreement, Seller shall contract directly with

such contractor and shall be responsible for such contractor's compensation and

reimbursement of recording and filing fees and other reimbursable expenses

pursuant to their agreement.

Section 13. Notices. All demands, notices and communications

hereunder shall be in writing and effective only upon receipt, and, (a) if sent

to Depositor, will be mailed, delivered or telecopied and confirmed to it at

Credit Suisse First Boston Mortgage Securities Corp., 11 Madison Avenue, 5th

Floor, New York, New York 10010, Attention: Edmund Taylor, Telecopy No.: (212)

743-4756 (with a copy to Tessa Peters, Telecopy No.: (212) 325-8282), or such

other address or telecopy number as may be designated by Depositor to Seller in

writing, or (b) if sent to Seller, will be mailed, delivered or telecopied and

confirmed to it at 3414 Peachtree Road, N.E., Suite 1140, Atlanta, Georgia

30326, Attention: Robert Barnes, Telecopy No.: (404) 239-0419, or such other

address or telecopy number as may be designated by Seller to Depositor in

writing.

Section 14. Examination of Mortgage Files. Upon reasonable notice,

Seller, prior to the Closing Date, will make the Mortgage Files available to

Depositor or its agent for examination during normal business hours at Seller's

offices or such other location as shall otherwise be agreed upon by Depositor

and Seller. The fact that Depositor or its agent has conducted or has failed to

conduct any partial or complete examination of the Mortgage Files shall not

affect the rights of Depositor or the Trustee (for the benefit of the

Certificateholders) to demand cure, repurchase, or other relief as provided

herein.

Section 15. Successors. This Agreement shall inure to the benefit of

and shall be binding upon Seller and Depositor and their respective successors

and permitted assigns, and nothing expressed in this Agreement is intended or

shall be construed to give any other Person any legal or equitable right, remedy

or claim under or in respect of this Agreement, or any provisions herein

contained, this Agreement and all conditions and provisions hereof being

intended to be and being for the sole and exclusive benefit of Seller and

Depositor and their respective successors and permitted assigns and for the

benefit of no other Person; it being understood that (a) the indemnities of

Seller contained in that certain Indemnification Agreement dated November 1,

2007, among Seller, Depositor, the Initial Purchaser and the Underwriters,

relating to, among other things, information regarding the Mortgage Loans in the

Prospectus Supplement and the Offering Circular, subject to all limitations

therein contained, shall also be for the benefit of the officers and directors

of Depositor, the Underwriters and the Initial Purchaser and any person or

persons who control Depositor, the Underwriters and the Initial Purchaser within

the meaning of Section 15 of the Securities Act or Section 20 of the Securities

Exchange Act of 1934, as amended, and (b) the rights of Depositor pursuant to

this Agreement, subject to all limitations herein contained, including those set

forth in Section 7 of this Agreement, may be assigned to the Trustee, for

benefit of the Certificateholders, as may be required to effect the purposes of

the Pooling and Servicing Agreement and, upon such assignment, the Trustee shall

succeed to such rights of Depositor hereunder; provided that the Trustee shall

have no right to further assign such rights to any other Person. No owner of a

Certificate issued pursuant to the Pooling and Servicing Agreement shall be

deemed a successor or permitted assign because of such ownership.

Section 16. Governing Law. THIS AGREEMENT SHALL BE GOVERNED AND

CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO

AGREEMENTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT GIVING

EFFECT TO CHOICE OF LAW PRINCIPLES.

Section 17. Severability. If any provision of this Agreement shall

be prohibited or invalid under applicable law, this Agreement shall be

ineffective only to such extent, without invalidating the remainder of this

Agreement.

Section 18. Further Assurances. Depositor and Seller agree to

execute and deliver such instruments and take such actions as the other party

may, from time to time, reasonably request in order to effectuate the purpose

and to carry out the terms of this Agreement.

Section 19. Counterparts. This Agreement may be executed in

counterparts (and by each of the parties hereto on different counterparts), each

of which when so executed and delivered will be an original, and all of which

together will be deemed to constitute but one and the same instrument.

Section 20. Treatment as Security Agreement. It is the express

intent of the parties hereto that the conveyance of the Mortgage Loans by Seller

to Depositor as provided in this Agreement be, and be construed as, a sale of

the Mortgage Loans by Seller to Depositor. It is, further, not the intention of

the parties that such conveyance be deemed a pledge of the Mortgage Loans by

Seller to Depositor to secure a debt or other obligation of Seller. However, in

the event that, notwithstanding the intent of the parties, the Mortgage Loans

are held to be property of Seller or if for any reason this Agreement is held or

deemed to create a security interest in the Mortgage Loans:

(a) this Agreement shall hereby create a security agreement within

the meaning of Articles 8 and 9 of the Uniform Commercial Code in effect in the

applicable state;

(b) the conveyance provided for in this Agreement shall hereby grant

from Seller to Depositor a security interest in and to all of Seller's right,

title, and interest, whether now owned or hereafter acquired, in and to:

(i) all accounts, contract rights (including any guarantees),

general intangibles, chattel paper, instruments, documents, money, deposit

accounts, certificates of deposit, goods, letters of credit, advices of

credit and investment property consisting of, arising from or relating to

any of the property described in the Mortgage Loans, including the related

Notes, Mortgages and title, hazard and other insurance policies,

identified on the Mortgage Loan Schedule, and all distributions with

respect thereto payable after the Cut-off Date;

(ii) all accounts, contract rights, general intangibles,

chattel paper, instruments, documents, money, deposit accounts,

certificates of deposit, goods, letters of credit, advices of credit and

investment property arising from or by virtue of the disposition of, or

collections with respect to, or insurance proceeds payable with respect

to, or claims against other persons with respect to, all or any part of

the collateral described in clause (i) above (including any accrued

discount realized on liquidation of any investment purchased at a

discount), in each case, payable after the Cut-off Date; and

(iii) all cash and non-cash proceeds of the collateral

described in clauses (i) and (ii) above payable after the Cut-off Date;

(c) the possession by Depositor or its assignee of the Notes and

such other goods, letters of credit, advices of credit, instruments, money,

documents, chattel paper or certificated securities shall be deemed to be

possession by the secured party or possession by a purchaser or a person

designated by him or her, for purposes of perfecting the security interest

pursuant to the Uniform Commercial Code (including, without limitation, Sections

9-306, 9-313 and 9-314 thereof) as in force in the relevant jurisdiction;

(d) notifications to persons holding such property, and

acknowledgments, receipts, confirmations from persons holding such property,

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

confirmations from, financial intermediaries, bailees or agents of, or persons

holding for (as applicable), Depositor or its assignee for the purpose of

perfecting such security interest under applicable law; and

(e) Seller at the direction of Depositor or its assignee, 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 and the proceeds thereof, such security interest would be a

perfected security interest of first priority under applicable law and will be

maintained as such throughout the term of this Agreement. In connection

herewith, Depositor and its assignee shall have all of the rights and remedies

of a secured party and creditor under the Uniform Commercial Code as in force in

the relevant jurisdiction and may prepare and file such UCC Financing Statements

as may be necessary or appropriate to accomplish the foregoing.

Section 21. Recordation of Agreement. To the extent permitted by

applicable law, this Agreement is subject to recordation following the Closing

Date in all appropriate public offices for real property records in all the

counties or other comparable jurisdictions in which any or all of the properties

subject to the Mortgages are situated, and in any other appropriate public

recording office or elsewhere, such recordation to be effected by Seller at

Seller's expense at the direction of Depositor accompanied by an Opinion of

Counsel to the effect that such recordation materially and beneficially affects

the interests of Depositor.

Section 22. Notice of Exchange Act Reportable Events. The Seller

hereby ag