MORTGAGE LOAN PURCHASE AGREEMENT

Exhibit 10.2

KeyBank Mortgage Loan Purchase Agreement

See attached

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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

(Depositor)

and

KEYBANK NATIONAL ASSOCIATION

(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 Mortgage Loans...........................................

Section 9. Rating Agency Fees; Costs and Expenses Associated with a

Defeasance.......................................................

Section 10. Representations and Warranties of Depositor......................

Section 11. Survival of Certain Representations, Warranties and Covenants....

Section 12. Transaction Expenses.............................................

Section 13. Recording Costs..................................................

Section 14. Notices..........................................................

Section 15. Notice of Exchange Act Reportable Events.........................

Section 16. Examination of Mortgage Files....................................

Section 17. Successors.......................................................

Section 18. Governing Law....................................................

Section 19. Severability.....................................................

Section 20. Further Assurances...............................................

Section 21. Counterparts.....................................................

Section 22. Treatment as Security Agreement..................................

Section 23. Recordation of Agreement.........................................

Schedule I Schedule of Transaction Terms

Schedule II Mortgage Loan Schedule for KeyBank Trust Mortgage Loans

Schedule III Mortgage Loans Constituting Mortgage Groups

Schedule IV Mortgage Loans with Lost Notes

Schedule V Exceptions with Respect to Seller's Representations and Warranties

Exhibit A Representations and Warranties of Seller 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 KEYBANK NATIONAL ASSOCIATION, a

national banking association ("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 or elsewhere in this Agreement, in the Pooling and Servicing

Agreement.

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 Mortgage Loan to Wells Fargo Bank, N.A., as trustee (the "Trustee"),

against receipt by Seller of a trust receipt, pursuant to an arrangement between

Seller and the Trustee; provided, however, that item (p) in the definition of

Mortgage File (defined 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.

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 and the sale of (a) the Publicly Offered Certificates by Depositor

to the Underwriters pursuant to the Underwriting Agreement and (b) 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 (as defined herein). The Mortgage Loan

Purchase Price shall be paid by Depositor to Seller by wire transfer in

immediately available funds to an account designated by Seller on or prior

to the Closing Date (or, by such other method as shall be mutually

acceptable to Depositor and Seller). The "Mortgage Loan Purchase Price"

paid by Depositor shall be equal to the amount that the Depositor and the

Seller have mutually agreed upon as the Seller's share of the net

securitization proceeds from the sale of the Publicly Offered Certificates

and the Private Certificates as set forth in the Closing Statement (which

amount includes, without limitation, accrued interest).

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

Depositor shall sell all of its right, title and interest in and to the

Mortgage Loans to the Trustee for the benefit of the Holders of the

Certificates.

(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. On the Closing Date, Seller

shall sell, convey, assign and transfer, without recourse except as provided

herein, 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 22(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 yield maintenance charges received on or with respect

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

interest or principal or yield maintenance charges that were due on or prior to

the Cut-off Date. The parties acknowledge that such assignment, conveyance and

transfer of the Mortgage Loans shall not be construed to limit any obligation of

Seller, any servicing rights 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., or any related

servicing rights of any Primary Servicer contemplated by the Pooling and

Servicing Agreement. The Mortgage File for each Mortgage Loan shall consist of

the following documents:

(a) each 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, assignments or allonges

showing a complete chain of endorsement or assignment from the Mortgage Loan

Originator either in blank or to the Seller, and further endorsed (at the

direction of the Depositor given pursuant to this Agreement) by the 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";

(b) 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 or copies of

certified copies from the applicable recording office) of any intervening

assignments thereof from the Mortgage Loan Originator to the Seller, in each

case in the form submitted for recording or, if recorded, with evidence of

recording indicated thereon;

(c) an original assignment of Mortgage, in recordable form (except

for any missing recording information and, if applicable, completion of the name

of the assignee), from the Seller (or the 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";

(d) 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 Mortgage Loan Originator of the Loan to the Seller, in each case in the form

submitted for recording or, if recorded, with evidence of recording thereon;

(e) an original assignment of any related Assignment of Leases (if

such item is a document separate from the Mortgage and to the extent not already

assigned pursuant to clause (c) above), in recordable form (except for any

missing recording information and, if applicable, completion of the name of the

assignee), from the Seller (or the 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";

(f) 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 Mortgage

Loan Originator to the Seller;

(g) an original assignment of any related Security Agreement (if

such item is a document separate from the Mortgage and to the extent not already

assigned pursuant to clause (c) above), from the Seller (or the 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);

(h) originals or copies of all (A) assumption agreements, (B)

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

together with any evidence, when appropriate, 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;

(i) 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 escrow instructions binding on the

title insurer irrevocably obligating the title insurer to issue such title

insurance policy) or interim binder that is marked as binding and countersigned

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

the related Mortgaged Property, relating to such Mortgage Loan;

(j) the original or a counterpart of any guaranty of the obligations

of the Borrower under the Mortgage Loan;

(k) certified or other copies of all UCC Financing Statements and

continuation statements which show the filing or recording thereof or copies

thereof in the form submitted for filing or recording sufficient to perfect (and

maintain the perfection of) the security interest held by the Mortgage Loan

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

personalty of the Borrower at the Mortgaged Property that is described in the

related Mortgage or a separate security agreement, and original UCC Financing

Statement assignments in a form suitable for filing or recording, sufficient to

assign such UCC Financing Statements to the Trustee;

(l) 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;

(m) with respect to any debt of a Borrower or mezzanine 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, as

applicable, any Intercreditor Agreements, mezzanine loan documents or preferred

equity documents), together with, if such Mortgage Loan is an A Loan, a copy of

the related Note for each related B Loan;

(n) with respect to any Cash Collateral Accounts and Lock-Box

Accounts, an original or copy of any related cash collateral control agreement

or lock-box control agreement, as applicable, and a copy of the UCC Financing

Statements, if any, submitted for filing with respect to the Seller's security

interest in the Cash Collateral Accounts and Lock-Box Accounts and all funds

contained therein (together with UCC Financing Statement assignments in a form

suitable for filing or recording, sufficient to transfer such UCC Financing

Statements to the Trustee on behalf of the Certificateholders);

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

from the related Mortgage);

(p) the originals of letters of credit, if any, relating to the

Mortgage Loan, provided that in connection with deliveries 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;

(q) any related environmental insurance policies and any

environmental guaranty or indemnity agreements or copies thereof;

(r) the original or a copy of any ground lease, ground lease

estoppels, and any amendments thereto;

(s) copies of franchise agreements, franchisor comfort letters and

all notices received from the related franchisor, if any, for hospitality

properties;

(t) the original or a copy of any property management agreement;

(u) a checklist of the related Mortgage Loan Documents included in

the Mortgage File for the subject Mortgage Loan; and

(v) if applicable (and not for purposes of the Seller's delivery

obligations), the original or a counterpart of any post-closing agreement

relating to any modification, waiver or amendment of any term of any Mortgage

Loan (including fees charged the Borrower) required to be added to the Mortgage

File pursuant to Section 3.20(j) of the Pooling and Servicing Agreement.

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

any Mortgage Loan, the 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 (b), (d), (h),

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

in accordance with the transfer contemplated by this Agreement), (l) and (n)

(other than assignments of UCC Financing Statements to be recorded or filed in

accordance with the transfer contemplated by this Agreement) above 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, then the Seller: (i)

shall deliver, or cause to be delivered, to the Trustee 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 the Seller

to be a true and complete duplicate original or copy of the original thereof

submitted for recording or filing; and (ii) shall deliver, or cause to be

delivered, to the Trustee 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 (with a copy to the applicable Master Servicer), 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 the 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). Compliance with this paragraph will satisfy the Seller's delivery

requirements under this Section 3 with respect to the subject document(s) and

instrument(s).

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

any Mortgage Loan, the 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 (b), (d), (h),

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

in accordance with the transfer contemplated by this Agreement), (l) and (n)

(other than assignments of UCC Financing Statements to be recorded or filed in

accordance with the transfer contemplated by this Agreement) above 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 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 (with a copy to the applicable Master Servicer) on or before the Closing

Date.

Notwithstanding the foregoing, in the event that the Seller cannot

deliver any UCC Financing Statement assignment with the filing or recording

information of the related UCC Financing Statement with respect to any Mortgage

Loan, solely because such UCC Financing Statement has not been returned by the

public filing or recording office where such UCC Financing Statement has been

delivered for filing or recording, the Seller shall so notify the Trustee and

shall not be in breach of its obligations with respect to such delivery,

provided that the Seller promptly forwards such UCC Financing Statement to the

Trustee (with a copy to the applicable Master Servicer) upon its return,

together with the related original UCC Financing Statement assignment in a form

appropriate for filing or recording.

The Seller may, at its sole cost and expense, but is not obligated

to, engage a third party contractor to prepare or complete in proper form for

filing or recording any and all assignments of Mortgage, assignments of

Assignments of Leases and assignments of UCC Financing Statements to the Trustee

to be delivered pursuant to clauses (c), (e), (k) and (n) above (collectively,

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

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

deliver those Assignments to the Trustee (with a copy to the applicable Master

Servicer) or its designee as those Assignments (or certified copies thereof) are

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

filing or recording indicated thereon. In the event the Seller engages a third

party contractor as contemplated in the immediately preceding sentence, the

rights, duties and obligations of the Seller pursuant to this Agreement remain

binding on the Seller; and, if the Seller does not engage a third party as

contemplated by the immediately preceding sentence, then the Seller will still

be liable for recording and filing fees and expenses of the Assignments as and

to the extent contemplated by Section 13 hereof.

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

direction of the applicable Master Servicer, with a copy to 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 the Seller's possession relating

to such applicable Mortgage Loans (including reserve and escrow agreements, cash

collateral control agreements, lock-box control agreements, rent rolls, leases,

environmental and engineering reports, third-party underwriting reports,

appraisals, surveys, legal opinions, estoppels, financial statements, operating

statements and any other information provided by the respective Borrower from

time to time, but excluding any draft documents, attorney/client communications,

which are privileged or constitute legal or other due diligence analyses, and

documents prepared by the Seller or any of its Affiliates solely for internal

communication, credit underwriting or due diligence analyses (other than the

underwriting information contained in the related underwriting memorandum or

asset summary report prepared by the Seller in connection with the preparation

of Exhibit A-1 to the Prospectus Supplement)) that are not required to be a part

of a Mortgage File in accordance with the definition thereof, together with

copies of all instruments and documents which are required to be a part of the

related Mortgage File in accordance with the definition thereof.

In addition, with respect to each Mortgage Loan as to which any

Additional Collateral is in the form of a letter of credit as of the Closing

Date, the Seller (within 30 days after the Closing Date) shall cause to be

prepared, executed and delivered to the issuer of each such letter of credit

such notices, assignments and acknowledgements as are required under such letter

of credit to assign, without recourse, to, and vest in, the Trustee (in care of

the applicable Master Servicer) (whether by actual assignment or by amendment of

the letter of credit) the Seller's rights as the beneficiary thereof and drawing

party thereunder. The designated beneficiary under each letter of credit

referred to in the preceding sentence shall be the Trustee (in care of the

applicable Master Servicer).

To the extent the Seller receives a notice on or after the Closing

Date with respect to a Mortgage Loan secured by a hospitality property for which

a franchisor comfort letter exists, the Seller shall promptly forward such

notice to the Trustee and advise the related franchisor of the Trustee's address

to which the franchisor shall deliver all future notices.

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 Mortgage 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 Mortgage Loans in such group of

Crossed Mortgage Loans, the inclusion of the original or certified copy of such

document or instrument in the Mortgage File for any of such Crossed Mortgage

Loans and the inclusion of a copy of such original or certified copy in each of

the Mortgage Files for the other Crossed Mortgage Loans in such group of Crossed

Mortgage Loans, shall be deemed the inclusion of such original or certified

copy, as the case may be, in the Mortgage File for each such Crossed Mortgage

Loan.

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

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

direction of the applicable Master Servicer) for deposit into Servicing

Accounts.

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 due after the Cut-off Date, 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 with respect to the related Mortgage Loan

prepared by or which come into the possession of Seller as seller of the

Mortgage Loans hereunder, exclusive in each case of records and documents that

are not required to be delivered hereunder by Seller, 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.

Upon sale of Certificates representing at least 10% of the fair

value of all the Certificates to unaffiliated third parties, Seller shall, under

generally accepted accounting principles ("GAAP"), report its transfer of the

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

Loans to the Depositor in exchange for the consideration specified in Section 2

hereof. In connection with the foregoing, upon sale of Certificates representing

at least 10% of the fair value of all the Certificates to unaffiliated third

parties, Seller shall cause all of its financial and accounting records to

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

its treatment of the transfer of the Mortgage Loans to the Depositor under GAAP,

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 the 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 the 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 the 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 the 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 the

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 the Depositor and the Seller, duly executed by all signatories

other than Depositor, as required pursuant to the respective terms thereof:

(i) the Mortgage Files, subject to the proviso to the first sentence

of Section 1 of this Agreement, which shall have been delivered to and

held by the Trustee on behalf of Seller;

(ii) the Mortgage Loan Schedule;

(iii) the certificate of the 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 the 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 the Depositor in order for the 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 the

Depositor as contemplated herein.

(c) The 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) If requested, the 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 the 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. If requested by the Trustee or the Special

Servicer after the Closing Date, the Seller shall deliver to the Trustee or the

Special Servicer, as applicable, the powers of attorney described in the prior

sentence in form and substance reasonably acceptable to the requesting party.

(e) The Seller shall have paid or caused to be paid upfront all the

annual fees of each Rating Agency allocable to the Mortgage Loans.

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

(including, without limitation, payment of the Mortgage Loan Purchase Price)

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:

(A) 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

(B) 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) The 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. (a) Seller

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

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

banking association in good standing under the laws of the United States

of America. 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, investigation, 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 owned by it 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

organizational documents; (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 the Depositor to realize on the Mortgage Loans owned

by Seller.

(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 the

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 owned by it 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 the 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 set forth in the Exception Report, are

true and correct in all material respects as of the date hereof (or, in

each case, as of such other date specifically set forth in the subject

representation and warranty) with respect to the Mortgage Loans identified

on Schedule II.

(xiii) The information set forth in any Disclosure Information (as

defined in the KeyBank 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 KeyBank 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 KeyBank

Indemnification Agreement) or, to the extent consistent therewith, the

Diskette (as defined in the KeyBank 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," "Summary of

Prospectus Supplement--Relevant Parties/Entities--Originators," "Summary

of Prospectus Supplement--The Underlying Mortgage Loans--Source of the

Underlying Mortgage Loans," "Risk Factors," "Description of the Sponsors

and Mortgage Loan Sellers" and "Description of the Underlying Mortgage

Loans--Significant 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.

(b) The Seller hereby agrees that it shall be deemed to make, as of

the date of substitution, to and for the benefit of the Trustee as the holder of

the Mortgage Loan to be replaced, with respect to any replacement mortgage loan

(a "Replacement Mortgage Loan") that is substituted for a Mortgage Loan affected

by a Material Document Defect or a Material Breach, pursuant to Section 7 of

this Agreement, each of the representations and warranties set forth in Exhibit

A hereto (subject to exceptions disclosed at such time) (references therein to

"Closing Date" being deemed to be references to the "date of substitution" and

references therein to "Cut-off Date" being deemed to be references to the "most

recent due date for the subject Replacement Mortgage Loan on or before the date

of substitution"). From and after the date of substitution, each Replacement

Mortgage Loan, if any, shall be deemed to constitute a "Mortgage Loan" hereunder

for all purposes.

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 the Seller receives notice of a breach of any of the

representations or warranties contained in Exhibit A hereto and made by the

Seller with respect to any Mortgage Loan listed on Schedule II hereto, as of the

date hereof in Section 6(a)(xii) or as of the Closing Date pursuant to Section

4(b)(iii) (in either case, subject to the exceptions to such representations and

warranties set forth in the Exception Report), or with respect to any

Replacement Mortgage Loan, as of the date of substitution pursuant to Section

6(b) (in any such case, a "Breach"), 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 possession within the time period required herein or (B) such

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

(the circumstances in the foregoing clauses (A) and (B), in each case, a

"Defect" (including the "Defects" described below) in the related Mortgage

File), and if such Breach or Defect, as the case may be, materially and

adversely affects the value of the related Mortgage Loan or the interests of the

Certificateholders therein (any Breach or Defect that materially and adversely

affects the value of the related Mortgage Loan or the interests of the

Certificateholders therein, a "Material Breach" or a "Material Document Defect,"

respectively), then the Seller shall, upon request of the Depositor, the

Trustee, the applicable Master Servicer or the Special Servicer, not later than

90 days from the receipt by the Seller of such request (subject to the second

succeeding paragraph, the "Initial Resolution Period"): (i) cure such Material

Breach or Material Document Defect, as the case may be, 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 Trust 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 if (i) such Material

Breach or Material Document Defect is capable of being cured but not within the

Initial Resolution Period, (ii) such Material Breach or Material Document 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) the Seller has

commenced and is diligently proceeding with the cure of such Material Breach or

Material Document Defect within the Initial Resolution Period and (iv) the

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, then

the Seller shall have an additional 90 days to cure such Material Document

Defect or Material Breach. 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 the 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 that any such costs and expenses exceed $10,000, the 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. Provided such payment is made, the second

preceding sentence describes the sole remedy available to the Certificateholders

and the Trustee on their behalf regarding any such Breach, and Seller shall not

be obligated to repurchase, substitute or otherwise cure such Breach under any

circumstances. With respect to any repurchase of a Mortgage Loan hereunder or

with respect to any substitution of one or more Qualified Substitute Trust

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 Trust 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 Trust

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 the

Seller (or, if applicable, any person effecting the related repurchase or

substitution in the place of the Seller) shall be entitled to receive such

payments promptly following receipt by the applicable Master Servicer or 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 "Defect" and to be conclusively presumed to materially and

adversely affect the interests of Certificateholders in and the value of a

Mortgage Loan: (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 (i) of the definition of Mortgage

File in Section 3; (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 and a certificate stating that the original

intervening assignments were sent for recordation; (e) the absence from the

Mortgage File of any required original letter of credit (unless such original

has been delivered to the applicable Master Servicer and copy thereof is part of

the Mortgage File), provided that such Defect may be cured by any substitute

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

absence from the Mortgage File of the original or a copy of any required ground

lease. Notwithstanding anything herein to the contrary, the failure to include a

document checklist in a Mortgage File shall in no event constitute a Material

Document Defect.

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 to materially and adversely affect the interest of

Certificateholders therein and the Initial Resolution Period for the affected

Mortgage Loan shall be 90 days following the earlier of (a) Seller's receipt of

notice to Seller of the discovery of such Defect or Breach by any party to the

Pooling and Servicing Agreement and (b) Seller's discovery of such Defect or

Breach (which period shall not be subject to extension).

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

cure a Material Breach or a Material Document 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 Document Defect is not

capable of being so corrected or cured within such period, then the 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 Mortgage Loan that

is a part of a Mortgage Group (as defined below) and (iii) the applicable Breach

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

other Crossed Mortgage Loan in such Mortgage 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 Mortgage Loan in the Mortgage Group for purposes of the above

provisions, and the Seller will be required to repurchase or substitute for such

other Crossed Mortgage Loan(s) in the related Mortgage Group in accordance with

the provisions of this Section 7 unless the Crossed Mortgage Loan Repurchase

Criteria would be satisfied if Seller were to repurchase or substitute for only

the affected Crossed Mortgage Loans as to which a Material Breach or Material

Document Defect had occurred without regard to this paragraph, and in the case

of either such repurchase or substitution, all of the other requirements set

forth in the Pooling and Servicing Agreement applicable to a repurchase or

substitution, as the case may be, would be so satisfied. In the event that the

Crossed Mortgage Loan Repurchase Criteria would be so satisfied, the Mortgage

Loan Seller may elect either to repurchase or substitute for only the affected

Crossed Mortgage Loan as to which the Material Document Defect or Material

Breach exists or to repurchase or substitute for all of the Crossed Mortgage

Loans in the related Mortgage Group. The determination of the Special Servicer

as to whether the Crossed Mortgage Loan Repurchase Criteria have been satisfied

shall be conclusive and binding in the absence of manifest error. The Seller

shall be responsible for the cost of (and, if so directed by the Special

Servicer, obtaining) any Appraisal required for the Special Servicer to

determine if the Crossed Mortgage 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). For purposes of this paragraph,

a "Mortgage Group" is any group of Mortgage Loans identified as a Mortgage Group

on Schedule III to this Agreement.

Notwithstanding the foregoing, if there is a Material Breach or

Material Document Defect with respect to one or more Mortgaged Properties (but

not all of the Mortgaged Properties) with respect to a Mortgage Loan, the Seller

will not be obligated to repurchase or substitute for the entire Mortgage Loan

if the affected Mortgaged Property may, pursuant to the partial release

provisions of the related Mortgage Loan Documents, be released and the Mortgaged

Property remaining after such release satisfies the requirements, if any, set

forth in the Mortgage Loan Documents and (i) the 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) the

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 cure of a Material Breach or Material

Document Defect in this Section 7.

The Purchase Price or Substitution Shortfall Amount for any

repurchased or substituted Mortgage Loan shall be payable to the 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 the Depositor or the Trustee, as the case may be, and the

Depositor or the Trustee, as the case may be, upon receipt of such funds (and,

in the case of a substitution, the Mortgage File(s) for the related Qualified

Substitute Trust Mortgage Loans), shall promptly release the related Mortgage

File and Servicer File (and all other documents pertaining to such Mortgage Loan

possessed by the Depositor or the Trustee, as applicable, or on its behalf, but

excluding any draft documents, attorney/client privileged communications and

documents prepared by the Depositor or the Trustee (or by the applicable Master

Servicer or the Special Servicer on behalf of the Trust), as applicable, or any

of its Affiliates solely for internal communication) or cause them to be

released, to Seller and shall execute and deliver such instruments of transfer,

endorsement or assignment as shall be necessary to vest in the Seller the legal

and beneficial ownership of such Mortgage Loan (including any property acquired

in respect thereof or proceeds of any insurance policy with respect thereto) and

the related Mortgage Loan Documents and shall deliver to Seller any escrow

payments and reserve funds held by it, or on its behalf, with respect to such

repurchased or replaced Mortgage Loan.

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

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

listed on Schedule II hereto constitute the sole remedies available to the

Depositor and its successors and assigns against Seller respecting any Breach or

Defect affecting such Mortgage Loan.

Section 8. Crossed Mortgage Loans. With respect to any Crossed

Mortgage Loan conveyed hereunder, to the extent that the Seller repurchases or

substitutes for an affected Crossed Mortgage Loan in the manner prescribed above

while the Trustee continues to hold any related Crossed Mortgage Loans, the

Seller and the 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 Mortgage Loan repurchased or

substituted for by the Seller, on the one hand, and any related Crossed Mortgage

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

cross-defaulted or cross-collateralized with one another; provided, t