EXHIBIT 99.4

SUNTRUST MORTGAGE LOAN PURCHASE AGREEMENT

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MORTGAGE LOAN PURCHASE AGREEMENT

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

and effective November 29, 2007, between SunTrust Bank, as seller (the

"Seller"), and Deutsche Mortgage & Asset Receiving Corporation, as purchaser

(the "Purchaser").

The Seller desires to sell, assign, transfer and otherwise convey to

the Purchaser, and the Purchaser desires to purchase, subject to the terms and

conditions set forth below, the commercial, multifamily and manufactured housing

mortgage loans (collectively, the "Mortgage Loans") identified on the schedule

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

It is expected that the Mortgage Loans will be transferred, together

with other commercial, multifamily and manufactured housing mortgage loans (such

mortgage loans, the "Other Mortgage Loans") to CD 2007-CD5 Mortgage Trust, a

trust fund (the "Trust Fund") to be formed by the Purchaser, the beneficial

ownership of which will be evidenced by a series of mortgage pass-through

certificates (the "Certificates"). Certain classes of the Certificates will be

rated by Moody's Investors Service, Inc., and Standard and Poor's Rating

Services, a division of The McGraw Hill Companies, Inc. (together, the "Rating

Agencies"). Certain classes of the Certificates (the "Registered Certificates")

will be registered under the Securities Act of 1933, as amended (the "Securities

Act"). The Trust Fund will be created and the Certificates will be issued

pursuant to a pooling and servicing agreement to be dated as of November 1, 2007

(the "Pooling and Servicing Agreement"), among the Purchaser, as depositor,

Capmark Finance Inc., as the master servicer with respect to the Mortgage Loans

sold to the trust by Citigroup Global Markets Realty Corp., CWCapital LLC and

SunTrust Bank (other than the Charles River Plaza North Mortgage Loan) (the

"Capmark Master Servicer"), Wachovia Bank, National Association, as the master

servicer with respect to the Mortgage Loans sold to the trust by German American

Capital Corporation and Artesia Mortgage Capital Corporation (other than the

USFS Industrial Distribution Portfolio Mortgage Loan, the 85 Tenth Avenue

Mortgage Loan and the Georgian Towers Mortgage Loan), LNR Partners, Inc., as

special servicer with respect to all of the Mortgage Loans other than the

Non-Serviced Mortgage Loans (as defined in the Pooling and Servicing Agreement)

(the "Special Servicer"), Deutsche Bank Trust Company Americas, as certificate

administrator and paying agent (in its capacity as certificate administrator,

the "Certificate Administrator"), and Wells Fargo Bank, N.A., as trustee and

custodian (in its capacity as trustee, the "Trustee").

The Purchaser intends to sell certain of the Certificates to

Deutsche Bank Securities Inc. ("DBS"), Citigroup Global Markets Inc. ("CGM"),

Credit Suisse Securities (USA) LLC ("CS") and SunTrust Robinson Humphrey, Inc.

("SRH," and together with DBS, CGM and CS, the "Underwriters") pursuant to an

underwriting agreement dated November 21, 2007 (the "Underwriting Agreement").

The Purchaser intends to sell certain other Certificates (the "Non Registered

Certificates") pursuant to a certificate purchase agreement dated November 21,

2007 (the "Certificate Purchase Agreement") to DBS and CGM (collectively in such

capacity, the "Initial Purchasers"). Capitalized terms not otherwise defined

herein have the meanings assigned to them in the Pooling and Servicing Agreement

(as of the Closing Date) or in the Indemnification Agreement which was entered

into by the Seller, the Purchaser and the Underwriters on November 20, 2007 (the

"SunTrust Indemnification Agreement").

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

agreements set forth herein, the parties agree as follows:

SECTION 1. Agreement to Purchase.

Subject to the terms and conditions set forth in this Agreement, the

Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser

upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1,

and the Purchaser agrees to purchase, the Mortgage Loans. The purchase and sale

of the Mortgage Loans shall take place on November 29, 2007 or such other date

as shall be mutually acceptable to the parties hereto (the "Closing Date"). As

of the related Due Date in November 2007 (the "Cut-off Date"), the Mortgage

Loans will have an aggregate principal balance (the "Aggregate Cut-off Date

Balance"), after application of all payments of principal due thereon on or

before the Cut-off Date, whether or not received, of $85,392,645, subject to a

variance of plus or minus 5.0%. The purchase price of the Mortgage Loans

(inclusive of accrued interest and exclusive of the Seller's pro rata share of

the costs set forth in Section 9 hereof) (the "Mortgage Loan Purchase Price")

shall be equal to the amount set forth on the cross receipt between the Seller

and the Purchaser dated the date hereof.

SECTION 2. Conveyance of Mortgage Loans.

(a) On the Closing Date, subject only to receipt by the Seller of

the Mortgage Loan Purchase Price, the satisfaction of the other closing

conditions required to be satisfied on the part of Purchaser pursuant to Section

7 and the issuance of the Certificates, the Seller agrees to (i) sell, transfer,

assign, set over and otherwise convey to the Purchaser, without recourse, but

subject to the terms and conditions of this Agreement, all the right, title and

interest of the Seller in and to the Mortgage Loans (other than the servicing

rights sold by the Seller pursuant to that certain Servicing Rights Purchase and

Sale Agreement dated as of November 29, 2007 between the Capmark Master Servicer

and the Seller), identified on the Mortgage Loan Schedule, including all rights

to payment in respect thereof, which includes all interest and principal

received or receivable by the Seller on or with respect to the Mortgage Loans

after the Cut-off Date (subject to the proviso in the next sentence), together

with all of the Seller's right, title and interest in and to the proceeds of any

related title, hazard, or other insurance policies and any escrow, reserve or

other comparable accounts related to the Mortgage Loans. The Purchaser shall be

entitled to (and, to the extent received by or on behalf of the Seller, the

Seller shall deliver or cause to be delivered to or at the direction of the

Purchaser) all scheduled payments of principal and interest due on the Mortgage

Loans after the Cut-off Date, and all other recoveries of principal and interest

collected thereon after the Cut-off Date; provided, however, that all scheduled

payments of principal and interest accrued but not paid thereon, due on or

before the Cut-off Date and collected after the Cut-off Date shall belong to the

Seller, and the Purchaser or its successors or assigns shall promptly remit any

such payments to the Seller.

The Seller shall (i) on or prior to the Closing Date, retain a third

party vendor reasonably satisfactory to the Controlling Class Representative

(which may be the Custodian) to complete the assignment and recordation of the

related Loan Documents, as contemplated by the fourth paragraph of Section

2.01(a) of the Pooling and Servicing Agreement and (ii) take all actions

reasonably necessary to perform its obligations described in the fourth

paragraph of Section 2.01(a) of the Pooling and Servicing Agreement.

(b) In connection with the Seller's assignment pursuant to

subsection (a) above, the Seller shall deliver to and deposit with, or cause to

be delivered to and deposited with, the Custodian, on or before the Closing Date

(or such other time period set forth in the Pooling and Servicing Agreement),

the documents and/or instruments referred to in clauses (i), (ii), (vii), (xi)

and (xvii) of Exhibit B for each Mortgage Loan so assigned (with originals with

respect to clauses (i) and (xvii) and copies with respect to clauses (ii), (vii)

and (xi)) and, within 30 days following the Closing Date, the remaining

applicable documents in Exhibit B for each such Mortgage Loan with copies to the

Capmark Master Servicer.

(c) If the Seller cannot deliver, or cause to be delivered, as to

any Mortgage Loan, the original Note, the Seller shall deliver a copy or

duplicate original of such Note, together with an affidavit certifying that the

original thereof has been lost or destroyed and an indemnification in connection

therewith in favor of the Trustee.

(d) If the Seller cannot deliver, or cause to be delivered, as to

any Mortgage Loan, the original or a copy of any of the documents and/or

instruments referred to in clauses (ii), (v), (viii)(A), (xiv) and (xvi) of

Exhibit B and the UCC financing statements and UCC assignments of financing

statements referred to in clause (xiii) of Exhibit B, with evidence of recording

or filing thereon, 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, or because such original recorded or filed document has

been lost or returned from the recording or filing office and subsequently lost,

as the case may be, the delivery requirements of Section 2(b) shall be deemed to

have been satisfied as to such missing item, and such missing item shall be

deemed to have been included in the related Mortgage File, provided that a copy

of such document or instrument (without evidence of recording or filing thereon,

but certified (which certificate may relate to multiple documents and/or

instruments) by the applicable public recording or filing office, the applicable

title insurance company or by the Seller to be a true and complete copy of the

original thereof submitted for recording or filing, as the case may be) has been

delivered to the Trustee within 45 days after the Closing Date, and either the

original of such missing document or instrument, or a copy thereof, with

evidence of recording or filing, as the case may be, thereon, is delivered to or

at the direction of the Purchaser (or any subsequent owner of the affected

Mortgage Loan, including without limitation the Trustee) within 180 days after

the Closing Date (or within such longer period after the Closing Date as the

Purchaser (or such subsequent owner) may consent to, which consent shall not be

unreasonably withheld so long as the Seller has provided the Purchaser (or such

subsequent owner) with evidence of such recording or filing, as the case may be,

or has certified to the Purchaser (or such subsequent owner) as to the

occurrence of such recording or filing, as the case may be, and is, as certified

to the Purchaser (or such subsequent owner) no less often than quarterly, in

good faith attempting to obtain from the appropriate public recording or filing

office such original or copy).

If the Seller cannot deliver, or cause to be delivered, as to any

Mortgage Loan, the original or a copy of the related lender's title insurance

policy referred to in clause (vii) of Exhibit B solely because such policy has

not yet been issued, the delivery requirements of Section 2(b) shall be deemed

to be satisfied as to such missing item, and such missing item shall be deemed

to have been included in the related Mortgage File, provided that the Seller has

delivered to the Trustee a binder marked as binding and countersigned by the

title insurer or its authorized agent (which may be a pro forma or specimen

title insurance policy which has been accepted or approved in writing as binding

by the related title insurance company) or an acknowledged closing instruction

or escrow letter, and the Seller shall deliver to or at the direction of the

Purchaser (or any subsequent owner of the affected Mortgage Loan, including

without limitation the Trustee), promptly following the receipt thereof, the

original related lender's title insurance policy (or a copy thereof). In

addition, notwithstanding anything to the contrary contained herein, if there

exists with respect to any group of related cross-collateralized Mortgage Loans

only one original of any document referred to in Exhibit B covering all the

Mortgage Loans in such group, then the inclusion of the original of such

document in the Mortgage File for any of the Mortgage Loans in such group shall

be deemed an inclusion of such original in the Mortgage File for each such

Mortgage Loan. On the Closing Date, upon (i) notification from the Seller that

the purchase price referred to in Section 1 has been received by the Seller and

(ii) the issuance of the Certificates, the Purchaser shall be authorized to

release to the Trustee or its designee all of the Mortgage Files in the

Purchaser's possession relating to the Mortgage Loans.

Notwithstanding anything herein to the contrary, with respect to the

documents referred to in clause (xvii) and clause (xviii) on Exhibit B, the

Capmark Master Servicer shall hold the original of each such document in trust

on behalf of the Trustee in order to draw on such letter of credit on behalf of

the Trust, and the Seller shall be deemed to have satisfied the delivery

requirements of this Agreement by delivering the original of each such document

to the Capmark Master Servicer. The Seller shall pay any costs of assignment or

amendment of such letter of credit required (which assignment or amendment shall

change the beneficiary of the letter of credit to the Trust in care of the

Capmark Master Servicer) in order for the Capmark Master Servicer to draw on

such letter of credit on behalf of the Trust. In the event that the documents

specified in clause (xviii) on Exhibit B are missing because the related

assignment or amendment documents have not been completed, the Seller shall take

all reasonably necessary steps to enable the Capmark Master Servicer to draw on

the related letter of credit on behalf of the Trust including, if necessary,

drawing on the letter of credit in its own name pursuant to written instructions

from the Capmark Master Servicer and immediately remitting such funds (or

causing such funds to be remitted) to the Capmark Master Servicer.

Contemporaneously with the execution of this Agreement by the

Purchaser and the Seller, the Seller shall deliver a power of attorney to each

of the Capmark Master Servicer and the Special Servicer at the direction of the

Controlling Class Representative or its assignees, to take such other action as

is necessary to effect the delivery, assignment and/or recordation of any

documents and/or instruments relating to any Mortgage Loan which have not been

delivered, assigned or recorded at the time required for enforcement by the

Trust Fund. The Seller will be required to effect at its expense the assignment

and recordation of its Loan Documents until the assignment and recordation of

all such Loan Documents has been completed.

(e) As to each Mortgage Loan, the Seller shall be responsible for

all costs associated with the recording or filing, as the case may be, of each

assignment referred to in clauses (iii) and (viii)(B) of Exhibit B and each

UCC-2 and UCC-3 assignment of financing statement, if any, referred to in clause

(v)(B) of Exhibit B. If any such document or instrument is lost or returned

unrecorded or unfiled, as the case may be, because of a defect therein, the

Seller shall promptly prepare or cause the preparation of a substitute therefor

or cure or cause the curing of such defect, as the case may be, and shall

thereafter deliver the substitute or corrected document to or at the direction

of the Purchaser (or any subsequent owner of the affected Mortgage Loan,

including without limitation the Trustee) for recording or filing, as

appropriate, at the Seller's expense.

(f) Except as provided below, all documents and records in the

Seller's possession (or under its control) relating to the Mortgage Loans that

are not required to be a part of a Mortgage File in accordance with Exhibit B

but that are reasonably required to service the Mortgage Loans (all such other

documents and records, including Environmental Reports, as to any Mortgage Loan,

the "Servicing File"), together with all escrow payments, reserve funds and

other comparable funds in the possession of the Seller (or under its control)

with respect to the Mortgage Loans, shall (unless they are held by a

sub-servicer that shall, as of the Closing Date, begin acting on behalf of the

Capmark Master Servicer pursuant to a written agreement between such parties) be

delivered by the Seller (or its agent) to the Purchaser (or its designee) no

later than the Closing Date (or such other time period set forth in the Pooling

and Servicing Agreement); provided, however, the Seller shall not be required to

deliver, and the Servicing File shall not be deemed to include drafts of Loan

Documents, attorney-client or internal communications of the Seller or its

affiliates or Seller's credit underwriting or due diligence analyses or related

data (as distinguished from Environmental Reports, financial statements, credit

reports, title reports, structural and engineering reports, appraisals and other

reports, analyses or data provided by the Borrowers or third parties other than

the Seller's attorneys). If a sub-servicer shall, as of the Closing Date, begin

acting on behalf of the Capmark Master Servicer with respect to any Mortgage

Loan pursuant to a written agreement between such parties, the Seller or its

agent shall deliver a copy of the related Servicing File to the Capmark Master

Servicer.

(g) Each of the Seller's and the Purchaser's records will reflect

the transfer of the Mortgage Loans to the Purchaser as a sale, including for

accounting purposes. Following the transfer of the Mortgage Loans to the

Purchaser, the Seller will not take any action inconsistent with the ownership

of the Mortgage Loans by the Purchaser or its assignees.

(h) Furthermore, it is the express intent of the parties hereto that

the conveyance of the Mortgage Loans by Seller to Purchaser as provided in this

Agreement be, and be construed as, a sale of the Mortgage Loans by Seller to

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

(i) 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;

(ii) the conveyance provided for in this Agreement shall hereby

grant from Seller to Purchaser a security interest in and to all of

Seller's right, title, and interest, whether now owned or hereafter

acquired, in and to:

(A) 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;

(B) 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 (A) 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

(C) all cash and non-cash proceeds of the collateral described

in clauses (A) and (B) above payable after the Cut-off Date;

(iii) the possession by Purchaser 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; and

(iv) 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, securities intermediaries, bailees or

agents of, or persons holding for (as applicable), Purchaser or its

assignee for the purpose of perfecting such security interest under

applicable law.

The Seller at the direction of the Purchaser or its assignee, shall,

to the extent consistent with this Agreement, take such actions as may be

reasonably 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, Purchaser 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 execute and

file such UCC Financing Statements as may be reasonably necessary or appropriate

to accomplish the foregoing.

(i) It is further acknowledged and agreed by the Seller that the

Purchaser intends to convey all right, title and interest of the Purchaser in

and to the Mortgage Loans and all rights and remedies under this Agreement

(excluding the Purchaser's rights and remedies under Section 9 below and the

SunTrust Indemnification Agreement) to the Trustee on behalf of the

Certificateholders, including, without limitation, all rights and remedies as

may be available under Section 6 to the Purchaser in the event of a Material

Breach or a Material Defect; provided, that the Trustee on behalf of the

Certificateholders shall be a third-party beneficiary of this Agreement and

shall be entitled to enforce any obligations of the Seller hereunder in

connection with a Material Breach or a Material Defect as if the Trustee on

behalf of the Certificateholders had been an original party to this Agreement.

SECTION 3. Examination of Mortgage Loan Files and Due Diligence

Review.

The Seller shall reasonably cooperate with any examination of the

Mortgage Files and Servicing Files that may be undertaken by or on behalf of the

Purchaser. The fact that the Purchaser has conducted or has failed to conduct

any partial or complete examination of the Mortgage Files and/or Servicing Files

shall not affect the Purchaser's right to pursue any remedy available in equity

or at law under Section 6 for a breach of the Seller's representations,

warranties and covenants set forth in or contemplated by Section 4.

SECTION 4. Representations, Warranties and Covenants of the Seller.

(a) The Seller hereby makes, as of the date hereof (or as of such

other date specifically provided in the particular representation or warranty),

to and for the benefit of the Purchaser, the Trustee on behalf of the

Certificateholders and the respective successors-in-interest of the Purchaser

and the Trustee, each of the representations and warranties set forth in Exhibit

C with respect to (and solely with respect to) each Mortgage Loan, subject to

the exceptions set forth in Schedule C-1 to Exhibit C.

(b) In addition, the Seller, as of the date hereof, hereby

represents and warrants to, and covenants with, the Purchaser that:

(i) The Seller is a Georgia banking corporation, duly organized,

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

Georgia and is in compliance with the laws of each State in which any

Mortgaged Property is located to the extent necessary to ensure the

enforceability of each Mortgage Loan and to perform its obligations under

this Agreement.

(ii) The execution and delivery of this Agreement by the Seller, and

the performance of, and compliance with, the terms of this Agreement by

the Seller, do not violate the Seller's organizational documents or

constitute a default (or an event which, with notice or lapse of time, or

both, would constitute a default) under, or result in the breach of, any

material agreement or other instrument to which it is a party or which is

applicable to it or any of its assets, in each case which materially and

adversely affects the ability of the Seller to carry out the transactions

contemplated by this Agreement.

(iii) The Seller has the full power and authority to enter into and

consummate all transactions contemplated by this Agreement, has duly

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

has duly executed and delivered this Agreement.

(iv) This Agreement, assuming due authorization, execution and

delivery by the Purchaser, constitutes a valid, legal and binding

obligation of the Seller, enforceable against the Seller in accordance

with the terms hereof, subject to (A) applicable bankruptcy, insolvency,

reorganization, receivership, moratorium and other laws affecting the

enforcement of creditors' rights generally, (B) general principles of

equity, regardless of whether such enforcement is considered in a

proceeding in equity or at law, and (C) public policy considerations

underlying the securities laws, to the extent that such public policy

considerations limit the enforceability of the provisions of this

Agreement that purport to provide indemnification or contribution for

securities laws liabilities.

(v) The Seller is not in violation of, and its execution and

delivery of this Agreement and its performance of, and compliance with,

the terms of this Agreement do not constitute a violation of, any law, any

judgment, order or decree of any court or arbiter, or any order,

regulation or demand of any federal, state or local governmental or

regulatory authority, which violation, in the Seller's good faith and

reasonable judgment, is likely to affect materially and adversely either

the ability of the Seller to perform its obligations under this Agreement

or the financial condition of the Seller.

(vi) No litigation is pending or, to the best of the Seller's

knowledge, threatened against the Seller the outcome of which, in the

Seller's good faith and reasonable judgment, is likely to materially and

adversely affect the ability of the Seller to perform its obligations

under this Agreement or the financial condition of the Seller.

(vii) The Seller has not dealt with any broker, investment banker,

agent or other person, other than the Purchaser, the Underwriters, the

Initial Purchasers, and their respective affiliates, that may be entitled

to any commission or compensation in connection with the sale of the

Mortgage Loans or the consummation of any of the other transactions

contemplated hereby.

(viii) Insofar as it relates to the Mortgage Loans, the information

set forth in Annex A-1 and Annex A-2 to the Prospectus Supplement (as

defined in the SunTrust Indemnification Agreement) (the "Loan Detail")

and, to the extent consistent therewith, the information set forth on the

diskette attached to the Prospectus Supplement and the accompanying

prospectus (the "Diskette"), is true and correct in all material respects.

Insofar as it relates to the description of the Mortgage Loans and/or the

Seller and does not represent a restatement or aggregation of the

information on the Loan Detail, the information set forth in the Time of

Sale Information (as defined in the SunTrust Indemnification Agreement),

the Memorandum (as defined in the SunTrust Indemnification Agreement)

(insofar as the Prospectus Supplement is an exhibit thereto) and in the

Prospectus Supplement under the headings "Summary of the Prospectus

Supplement--Relevant Parties and Dates----Mortgage Loan Sellers,"

"--Originators," "--The Mortgage Pool," "Risk Factors--Risks Related to

the Mortgage Loans," "Transaction Parties--Mortgage Loan Sellers (Other

Than The Sponsors)" and "Description of the Mortgage Pool" and the

information set forth on Annex A-1 and Annex A-2 and Annex B to the

Prospectus Supplement, and to the extent it contains information

consistent with that on such Annex A-1 and Annex A-2 set forth on the

Diskette, does not (or, in the case of the Time of Sale Information, did

not as of the Time of Sale (as defined in the SunTrust Indemnification

Agreement)) contain any untrue statement of a material fact or (in the

case of the Memorandum, when read together with the other information

specified therein as being available for review by investors) omit to

state any material fact necessary to make the statements therein, in light

of the circumstances under which they were made, not misleading.

(ix) No consent, approval, authorization or order of, registration

or filing with, or notice to, any governmental authority or court is

required, under federal or state law (including, with respect to any bulk

sale laws), for the execution, delivery and performance of, or compliance

by, the Seller with this Agreement, or the consummation by the Seller of

any transaction contemplated hereby, other than (1) the filing or

recording of financing statements, instruments of assignment and other

similar documents necessary in connection with the Seller's sale of the

Mortgage Loans to the Purchaser, (2) such consents, approvals,

authorizations, qualifications, registrations, filings or notices as have

been obtained, made or given and (3) where the lack of such consent,

approval, authorization, qualification, registration, filing or notice

would not have a material adverse effect on the performance by the Seller

under this Agreement.

(c) Upon discovery by any of the Seller or the parties to the

Pooling and Servicing Agreement of a breach of any of the representations and

warranties made pursuant to and set forth in subsection (b) above which

materially and adversely affects the interests of the Purchaser or a breach of

any of the representations and warranties made pursuant to subsection (a) above

and set forth in Exhibit C which materially and adversely affects the value of

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

therein of the Purchaser, the Trustee on behalf of the Certificateholders or any

Certificateholder, the party discovering such breach shall give prompt written

notice to the Seller and/or the other parties, as applicable.

SECTION 5. Representations, Warranties and Covenants of the

Purchaser.

(a) The Purchaser, as of the date hereof, hereby represents and

warrants to, and covenants with, the Seller that:

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

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

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

and the performance of, and compliance with, the terms of this Agreement

by the Purchaser, do not violate the Purchaser's organizational documents

or constitute a default (or an event which, with notice or lapse of time,

or both, would constitute a default) under, or result in the breach of,

any material agreement or other instrument to which it is a party or which

is applicable to it or any of its assets.

(iii) The Purchaser has the full power and authority to enter into

and consummate all transactions contemplated by this Agreement, has duly

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

has duly executed and delivered this Agreement.

(iv) This Agreement, assuming due authorization, execution and

delivery by the Seller, constitutes a valid, legal and binding obligation

of the Purchaser, enforceable against the Purchaser in accordance with the

terms hereof, subject to (A) applicable bankruptcy, insolvency,

reorganization, receivership, moratorium and other laws affecting the

enforcement of creditors' rights generally, and (B) general principles of

equity, regardless of whether such enforcement is considered in a

proceeding in equity or at law.

(v) The Purchaser is not in violation of, and its execution and

delivery of this Agreement and its performance of, and compliance with,

the terms of this Agreement will not constitute a violation of, any law,

any judgment, order or decree of any court or arbiter, or any order,

regulation or demand of any federal, state or local governmental or

regulatory authority, which violation, in the Purchaser's good faith and

reasonable judgment, is likely to affect materially and adversely either

the ability of the Purchaser to perform its obligations under this

Agreement or the financial condition of the Purchaser.

(vi) No litigation is pending or, to the best of the Purchaser's

knowledge, threatened against the Purchaser which would prohibit the

Purchaser from entering into this Agreement or, in the Purchaser's good

faith and reasonable judgment, is likely to materially and adversely

affect either the ability of the Purchaser to perform its obligations

under this Agreement or the financial condition of the Purchaser.

(vii) The Purchaser has not dealt with any broker, investment

banker, agent or other person, other than the Seller, the Underwriters,

the Initial Purchasers and their respective affiliates, that may be

entitled to any commission or compensation in connection with the sale of

the Mortgage Loans or the consummation of any of the transactions

contemplated hereby.

(viii) No consent, approval, authorization or order of, registration

or filing with, or notice to, any governmental authority or court is

required, under federal or state law, for the Purchaser's execution,

delivery and performance of or compliance by the Purchaser with this

Agreement, or the consummation by the Purchaser of any transaction

contemplated hereby, other than (1) such consents, approvals,

authorizations, qualifications, registrations, filings or notices as have

been obtained, made or given and (2) where the lack of such consent,

approval, authorization, qualification, registration, filing or notice

would not have a material adverse effect on the performance by the

Purchaser under this Agreement.

(b) Upon discovery by any of the parties hereto of a breach of any

of the representations and warranties set forth above which materially and

adversely affects the interests of the Seller, the party discovering such breach

shall give prompt written notice to the other party hereto.

SECTION 6. Repurchases; Substitutions.

(a) If any party to this Agreement discovers that any document

constituting a part of a Mortgage File has not been delivered within the time

periods provided for herein, has not been properly executed, is missing, does

not appear to be regular on its face or contains information that does not

conform in any material respect with the corresponding information set forth in

the Mortgage Loan Schedule (each, a "Defect"), or discovers or receives notice

of a breach of any representation or warranty of the Seller made pursuant to

Section 4(a) of this Agreement with respect to any Mortgage Loan (a "Breach"),

such party shall give prompt written notice thereof to each of the Rating

Agencies, the Seller, the parties to the Pooling and Servicing Agreement and the

Controlling Class Representative. If any such Defect or Breach materially and

adversely affects the value of any Mortgage Loan, the value of the related

Mortgaged Property or the interests therein of the Purchaser, the Trustee or any

Certificateholders, then such Defect shall constitute a "Material Defect" or

such Breach shall constitute a "Material Breach," as the case may be; provided,

however, that if any of the documents specified in clauses (i), (ii), (vii),

(xi) and (xvii) of the definition of "Mortgage File" is not delivered, and is

certified as missing, pursuant to the first paragraph of Section 2.01(b) of the

Pooling and Servicing Agreement, it shall be deemed a Material Defect. Promptly

upon receiving written notice of any such Material Defect or Material Breach

with respect to a Mortgage Loan (including through a written notice given by any

party hereto, as provided above), the Seller shall, not later than 90 days from

the Seller's receipt of notice from the Capmark Master Servicer, the Special

Servicer, the Trustee or the Custodian of such Material Defect or Material

Breach, as the case may be (or, in the case of a Material Defect or Material

Breach relating to a Mortgage Loan not being a "qualified mortgage" within the

meaning of the REMIC Provisions, not later than 90 days after the Seller or any

party to the Pooling and Servicing Agreement discovering such Material Defect or

Material Breach) (any such 90-day period, the "Initial Resolution Period"), (i)

cure the same in all material respects, (ii) repurchase the affected Mortgage

Loan at the applicable Repurchase Price or (iii) substitute a Qualifying

Substitute Mortgage Loan for such affected Mortgage Loan (provided that in no

event shall such substitution occur later than the second anniversary of the

Closing Date) and pay to the Capmark Master Servicer for deposit into the

Collection Account any Substitution Shortfall Amount in connection therewith;

provided, however, that with respect to any Material Defect arising from a

missing document as to which the Trustee closing date certification stated the

Trustee was not in possession of such document on the Closing Date pursuant to

the first sentence of the second paragraph of Section 2.02 of the Pooling and

Servicing Agreement, the Seller shall have 30 days to cure such Material Defect;

provided, further, that with respect to any Material Defect arising from a

missing document as to which the Trustee inadvertently certified its possession

of such document (x) as of the Closing Date, in the form of Exhibit T-1 to the

Pooling and Servicing Agreement or (y) no later than 45 days following the

Closing Date, in the form of Exhibit T-2 to the Pooling and Servicing Agreement,

the Seller shall have 30 days from its receipt of notice from the Trustee of the

error to cure the Material Defect relating to the missing document; provided,

further, that if (i) such Material Defect or Material Breach is capable of being

cured but not within the Initial Resolution Period or, with respect to the

immediately preceding proviso, the time period set forth therein, (ii) such

Material Defect or Material Breach is not related to any Mortgage Loan's not

being a "qualified mortgage" within the meaning of the REMIC Provisions and

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

such Material Defect or Material Breach within the Initial Resolution Period or,

with respect to the immediately preceding proviso, the time period set forth

therein, then the Seller shall have an additional period equal to the applicable

Resolution Extension Period to complete such cure or, failing such cure, to

repurchase the Mortgage Loan or substitute a Qualifying Substitute Mortgage

Loan. The Seller shall have an additional 90 days (without duplication of the

additional 90-day period set forth in the last sentence of the definition of

Resolution Extension Period) to cure such Material Defect or Material Beach,

provided that, the Seller has commenced and is diligently proceeding with the

cure of such Material Defect or Material Breach and such failure to cure is

solely the result of a delay in the return of documents from the local filing or

recording authorities. Notwithstanding the foregoing, if a Mortgage Loan is not

secured by a hotel, restaurant (operated by a Borrower), healthcare facility,

nursing home, assisted living facility, self-storage facility, theatre,

manufactured housing or fitness center (operated by a Borrower) property, then

the failure to deliver to the Trustee copies of the UCC financing statements

with respect to such Mortgage Loan shall not be a Material Defect.

If the Seller is notified of a Defect in any Mortgage File that

corresponds to information set forth in the Mortgage Loan Schedule, the Seller

shall promptly correct such Defect and provide a new, corrected Mortgage Loan

Schedule to the Purchaser, which corrected Mortgage Loan Schedule shall be

deemed to amend and replace the existing Mortgage Loan Schedule for all

purposes. The failure of the Capmark Master Servicer, the Special Servicer or

the Trustee to notify the Seller of a Material Defect or Material Breach shall

not constitute a waiver of any cure or repurchase obligation, provided that the

Seller must receive written notice thereof as described in this Section 6(a)

before commencement of the Initial Resolution Period.

Notwithstanding the foregoing, if (x) there exists a Breach of any

representation or warranty on the part of the Seller as set forth in, or made

pursuant to, clause 38 of Exhibit C to this Agreement relating to fees and

expenses payable by the Borrower associated with the exercise of a defeasance

option, a waiver of a "due-on-sale" provision or a "due-on-encumbrance"

provision or the release of any Mortgaged Property, and (y) the related Mortgage

Loan documents specifically prohibit the Capmark Master Servicer or Special

Servicer from requiring the related Borrower to pay such fees and expenses,

then, upon notice by the Capmark Master Servicer or Special Servicer, the Seller

shall transfer to the Collection Account, within 90 days of the Seller's receipt

of such notice, the amount of any such fees and expenses borne by the Trust Fund

that are the basis of such Breach. Upon its making such deposit, the Seller

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

is made, this paragraph describes the sole remedy available to the Purchaser and

its assignees regarding any such Breach, regardless of whether it constitutes a

Material Breach, and the Seller shall not be obligated to repurchase or

otherwise cure such Breach.

(b) In connection with any repurchase of, or substitution for, a

Mortgage Loan contemplated by this Section 6, (A) the Trustee, the Capmark

Master Servicer (with respect to any such Mortgage Loan other than a Specially

Serviced Loan) and the Special Servicer (with respect to any such Mortgage Loan

that is a Specially Serviced Loan) shall each tender to the Seller, and the

Seller shall be entitled to receive therefrom, upon delivery (i) to each of the

Capmark Master Servicer or the Special Servicer, as applicable, of a trust

receipt and (ii) to the Trustee by the Capmark Master Servicer or Special

Servicer, as applicable, of a Request for Release and an acknowledgement by the

Capmark Master Servicer or the Special Servicer, as applicable, of its receipt

of the Repurchase Price or the Substitution Shortfall Amount from the Seller,

(1) all portions of the Mortgage File and other documents pertaining to such

Mortgage Loan possessed by it and (2) each document that constitutes a part of

the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed

or assigned without recourse in the form of endorsement or assignment provided

to the Trustee by the Seller, as the case may be, to the Seller as shall be

necessary to vest in the Seller the legal and beneficial ownership of each

Removed Mortgage Loan to the extent such ownership was transferred to the

Trustee, and (B) the Trustee shall release, or cause the release of, any escrow

payments and reserve funds held by or on behalf of the Trustee, the Capmark

Master Servicer or the Special Servicer, in respect of such Removed Mortgage

Loan(s) to the Seller.

(c) This Section 6 provides the sole remedies available to the

Purchaser, and its successors and permitted assigns (i.e., the Trustee and the

holders of the Certificates) in respect of any Defect in a Mortgage File or any

Breach. If the Seller defaults on its obligations to cure, to repurchase, or to

substitute for, any Mortgage Loan in accordance with this Section 6, or disputes

its obligation to cure, to repurchase, or to substitute for, any Mortgage Loan

in accordance with Section 6, the Purchaser or the Trustee, as applicable, may

take such action as is appropriate to enforce such payment or performance,

including, without limitation, the institution and prosecution of appropriate

proceedings. To the extent the Purchaser or the Trustee, as applicable, prevails

in such proceeding, the Seller shall reimburse the Purchaser or the Trustee, as

applicable, for all necessary and reasonable costs and expenses incurred in

connection with the enforcement of such obligation of the Seller to cure, to

repurchase, or to substitute for, any Mortgage Loan in accordance with this

Section 6.

(d) If one or more (but not all) of the Mortgage Loans constituting

a cross-collateralized group of Mortgage Loans are to be repurchased or

substituted by the Seller as contemplated by this Section 6, then, prior to the

subject repurchase or substitution, the Seller or its designee shall use its

reasonable efforts, subject to the terms of the related Mortgage Loan(s), to

prepare and, to the extent necessary and appropriate, have executed by the

related Borrower and record, such documentation as may be necessary to terminate

the cross-collateralization between the Mortgage Loan(s) in such

cross-collateralized group of Mortgage Loans that are to be repurchased or

substituted, on the one hand, and the remaining Mortgage Loan(s) therein, on the

other hand, such that those two groups of Mortgage Loans are each secured only

by the Mortgaged Properties identified in the Mortgage Loan Schedule as directly

corresponding thereto; provided that, no such termination shall be effected

unless and until the Controlling Class Representative, if one is then acting,

has consented in its sole discretion and the Trustee has received from the

Seller (i) an Opinion of Counsel to the effect that such termination would not

cause an Adverse REMIC Event to occur and (ii) written confirmation from each

Rating Agency that the then current rating assigned to any of the Certificates

that are currently being rated by such Rating Agency will not be qualified,

downgraded or withdrawn by reason of such termination; provided, further, that

the Seller, in the case of the related Mortgage Loans, may, at its option and

within the 90-day cure period described above (and any applicable extension

thereof), purchase or substitute for the entire subject cross-collateralized

group of Mortgage Loans in lieu of effecting a termination of the

cross-collateralization. All costs and expenses incurred by the Trustee or any

Person acting on its behalf pursuant to this paragraph shall be included in the

calculation of the Repurchase Price for the Mortgage Loan(s) to be repurchased

or substituted. If the cross-collateralization of any cross-collateralized group

of Mortgage Loans cannot be terminated as contemplated by this paragraph, then

the Seller shall repurchase or substitute the entire subject

cross-collateralized group of Mortgage Loans.

Notwithstanding the foregoing, if there is a Material Breach or

Material Defect with respect to one or more Mortgaged Properties with respect to

a Mortgage Loan or cross-collateralized group of Mortgage Loans, the Seller will

not be obligated to repurchase the Mortgage Loan or cross-collateralized group

of Mortgage Loans if (i) the affected Mortgaged Property may be released

pursuant to the terms of any partial release provisions in the related Loan

Documents (and such Mortgaged Property is, in fact, released), (ii) the

remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in

the Loan Documents and the Seller provides an Opinion of Counsel to the effect

that such release would not cause an Adverse REMIC Event to occur and (iii) each

Rating Agency then rating the Certificates shall have provided written

confirmation that such release would not cause the then-current ratings of the

Certificates rated by it to be qualified, withdrawn or downgraded.

As to any Qualifying Substitute Mortgage Loan, at the direction of

the Trustee, the Seller shall deliver to the Custodian for such Qualifying

Substitute Mortgage Loan (with a copy to the Capmark Master Servicer), the

related Mortgage File with the related Note endorsed as required by Exhibit B

hereto. Pursuant to the Pooling and Servicing Agreement, Monthly Payments due

with respect to Qualifying Substitute Mortgage Loans in or prior to the month of

substitution shall not be part of the Trust Fund and will be retained by the

Capmark Master Servicer and remitted by the Capmark Master Servicer to the

Seller on the next succeeding Distribution Date. For the month of repurchase or

substitution, distributions to Certificateholders pursuant to the Pooling and

Servicing Agreement will include the Monthly Payment(s) due on the related

Removed Mortgage Loan and received by the Capmark Master Servicer or the Special

Servicer on behalf of the Trust on or prior to the related date of repurchase or

substitution, as applicable, and the Seller shall be entitled to retain all

amounts received thereafter in respect of such Removed Mortgage Loan.

In any month in which the Seller substitutes one or more Qualifying

Substitute Mortgage Loans for one or more Removed Mortgage Loans, pursuant to

the Pooling and Servicing Agreement, the Capmark Master Servicer will determine

the applicable Substitution Shortfall Amount. At the direction of the Trustee,

the Seller shall deposit cash equal to such amount into the Collection Account

concurrently with the delivery of the Mortgage Files for such Qualifying

Substitute Mortgage Loans, without any reimbursement thereof. At the direction

of the Trustee, the Seller shall give written notice to the Purchaser and the

Capmark Master Servicer of such deposit.

SECTION 7. Closing.

The closing of the purchase and sale of the Mortgage Loans (the

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

One World Financial Center, New York, New York 10281 at 10:00 a.m., New York

City time, on the Closing Date.

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

(i) All of the representations and warranties of the Seller and the

Purchaser specified herein shall be true and correct in all material

respects as of the Closing Date, and the Aggregate Cut-off Date Balance

shall be within the range permitted by Section 1 of this Agreement;

(ii) All documents specified in Section 8 (the "Closing Documents"),

in such forms as are agreed upon and acceptable to the Purchaser and, in

the case of the Pooling and Servicing Agreement (insofar as such Agreement

affects the obligations of the Seller hereunder) and other documents to be

delivered by or on behalf of the Purchaser, to the Seller, shall be duly

executed and delivered by all signatories as required pursuant to the

respective terms thereof;

(iii) The Seller shall have delivered and released to the Trustee,

the Purchaser or the Purchaser's designee, as the case may be, all

documents and funds required to be so delivered on or before the Closing

Date pursuant to Section 2;

(iv) The result of any examination of the Mortgage Files and

Servicing Files performed by or on behalf of the Purchaser pursuant to

Section 3 shall be satisfactory to the Purchaser in its reasonable

determination;

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

complied with on or before the Closing Date shall have been complied with,

and the Seller shall have the ability to comply with all terms and

conditions and perform all duties and obligations required to be complied

with or performed after the Closing Date;

(vi) The Seller shall have received the Mortgage Loan Purchase

Price, and the Seller shall have paid or agreed to pay all fees, costs and

expenses payable by it to the Purchaser pursuant to this Agreement; and

(vii) Neither the Underwriting Agreement nor the Certificate

Purchase Agreement shall have been terminated in accordance with its

terms.

Both parties agree to use their best efforts to perform their

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

purchase the Mortgage Loans on the Closing Date.

SECTION 8. Closing Documents.

The Closing Documents shall consist of the following:

(a) This Agreement and a bill of sale duly executed and delivered by

the Purchaser and the Seller;

(b) An Officer's Certificate substantially in the form of Exhibit D

hereto, executed by the Secretary or an assistant secretary of the Seller, and

dated the Closing Date, and upon which the Purchaser, the Initial Purchasers and

each Underwriter may rely, attaching thereto as an exhibit the By-Laws of the

Seller;

(c) A certificate of good standing regarding the Seller from the

Secretary of State for the State of Georgia, dated not earlier than 30 days

prior to the Closing Date;

(d) Written opinions of counsel (which may include opinions of

in-house counsel, outside counsel or a combination thereof) for the Seller, in

form reasonably acceptable to counsel for the Purchaser and subject to such

reasonable assumptions and qualifications as may be requested by counsel for the

Seller and acceptable to counsel for the Purchaser, dated the Closing Date and

addressed to the Purchaser, the Initial Purchasers and each Underwriter;

(e) Any other opinions of counsel for the Seller reasonably

requested