PRUDENTIAL MORTGAGE LOAN PURCHASE AGREEMENT

Exhibit 99.4

Prudential Mortgage Loan Purchase Agreement

<PAGE>

MORTGAGE LOAN PURCHASE AGREEMENT

(PRUDENTIAL LOANS)

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

August 1, 2007, between Prudential Mortgage Capital Funding, LLC (the "Seller"),

and Morgan Stanley Capital I Inc. (the "Purchaser").

The Seller agrees to sell, and the Purchaser agrees to purchase,

certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as

described herein. The Purchaser will convey the Mortgage Loans to a trust (the

"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and

Servicing Agreement"), dated as of August 1, 2007, between the Purchaser, as

depositor, Capmark Finance Inc., as Capmark Master Servicer, Prudential Asset

Resources, Inc., as Prudential Master Servicer and DC Hilton Special Servicer,

Centerline Servicing, Inc. (formerly ARCap Servicing, Inc.), as General Special

Servicer, Wells Fargo Bank, National Association, as Trustee and Custodian, and

U.S. Bank National Association, Paying Agent, Certificate Registrar and

Authenticating Agent. In exchange for the Mortgage Loans and certain other

mortgage loans (the "Other Mortgage Loans") to be purchased by the Purchaser,

the Trust will issue to the Depositor pass-through certificates to be known as

Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,

Series 2007-IQ15 (the "Certificates"). The Certificates will be issued pursuant

to the Pooling and Servicing Agreement.

Capitalized terms used herein but not defined herein shall have the

meanings assigned to them in the Pooling and Servicing Agreement.

The Class A-1, Class A-1A, Class A-2, Class A-3, Class A-4, Class

A-M and Class A-J Certificates (the "Public Certificates") will be sold by the

Purchaser to Morgan Stanley & Co. Incorporated, Bear, Stearns & Co. Inc., RBC

Capital Markets Corporation and Greenwich Capital Markets, Inc. (collectively,

the "Underwriters"), pursuant to an Underwriting Agreement, between the

Purchaser and the Underwriters, dated August 9, 2007 (the "Underwriting

Agreement"), and the Class X, Class B, Class C, Class D, Class E, Class F, Class

G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class

EI, Class R-I, Class R-II and Class R-III Certificates (collectively, the

"Private Certificates") will be sold by the Purchaser to Morgan Stanley & Co.

Incorporated (in such capacity, the "Initial Purchaser") pursuant to a

Certificate Purchase Agreement, between the Purchaser and the Initial Purchaser,

dated August 9, 2007 (the "Certificate Purchase Agreement"). The Underwriters

will offer the Public Certificates for sale publicly pursuant to a Prospectus

dated June 22, 2007, as supplemented by a Prospectus Supplement dated August 9,

2007 (together, the "Prospectus Supplement"), and the Initial Purchaser will

offer the Private Certificates (other than the Class EI, Class R-I, Class R-II

and Class R-III Certificates) for sale in transactions exempt from the

registration requirements of the Securities Act of 1933 pursuant to a Private

Placement Memorandum, dated as of August 9, 2007 (the "Memorandum").

In consideration of the mutual agreements contained herein, the

Seller and the Purchaser hereby agree as follows:

Section 1. Agreement to Purchase. The Seller agrees to sell, and the

Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans

identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as

Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans

accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with

respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of

August 2007. The Mortgage Loans will have an aggregate principal balance as of

the close of business on the Cut-Off Date, after giving effect to any payments

due on or before such date, whether or not received, of $749,692,457. The sale

of the Mortgage Loans shall take place on August 23, 2007 or such other date as

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

purchase price to be paid by the Purchaser for the Mortgage Loans shall equal

the amount set forth as such purchase price in the Bill of Sale. The purchase

price shall be paid to the Seller by wire transfer in immediately available

funds on the Closing Date.

On the Closing Date, the Purchaser will assign to the Trustee

pursuant to the Pooling and Servicing Agreement all of its right, title and

interest in and to the Mortgage Loans and its rights under this Agreement (to

the extent set forth in Section 15), and the Trustee shall succeed to such

right, title and interest in and to the Mortgage Loans and the Purchaser's

rights under this Agreement (to the extent set forth in Section 15).

Section 2. Conveyance of Mortgage Loans. Effective as of the Closing

Date, subject only to receipt of the consideration referred to in Section 1

hereof and the satisfaction of the conditions specified in Sections 6 and 7

hereof, the Seller does hereby transfer, assign, set over and otherwise convey

to the Purchaser, without recourse, all the right, title and interest of the

Seller. The Mortgage Loan Schedule, as it may be amended from time to time on or

prior to the Closing Date, shall conform to the requirements of this Agreement

and the Pooling and Servicing Agreement. In connection with such transfer and

assignment, the Seller shall deliver to the Custodian on behalf of the Trustee,

on behalf of the Purchaser, on or prior to the Closing Date, the Mortgage Note

(as described in clause (a) below) for each Mortgage Loan and on or prior to the

fifth Business Day after the Closing Date, five limited powers of attorney

substantially in the form attached hereto as Exhibit 4 in favor of the Trustee,

the applicable Master Servicer and the applicable Special Servicer to empower

the Trustee, the applicable Master Servicer and, in the event of the failure or

incapacity of the Trustee and the applicable Master Servicer, the applicable

Special Servicer, to submit for recording, at the expense of the Seller, any

mortgage loan documents required to be recorded as described in the Pooling and

Servicing Agreement and any intervening assignments with evidence of recording

thereon that are required to be included in the Mortgage Files (so long as

original counterparts have previously been delivered to the Trustee). The Seller

agrees to reasonably cooperate with the Trustee, the applicable Master Servicer

and the applicable Special Servicer in connection with any additional powers of

attorney or revisions thereto that are requested by such parties for purposes of

such recordation. The parties hereto agree that no such power of attorney shall

be used with respect to any Mortgage Loan by or under authorization by any party

hereto except to the extent that the absence of a document described in the

second preceding sentence with respect to such Mortgage Loan remains unremedied

as of the earlier of (i) the date that is 180 days following the delivery of

notice of such absence to the Seller, but in no event earlier than 18 months

from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan

becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such

documents for recording, at the Seller's expense, after the periods set forth

above; provided, however, the Trustee shall not submit such assignments for

recording if the Seller produces evidence that it has sent any such assignment

for recording and certifies that the Seller is awaiting its return from the

applicable recording office. In addition, not later than the 30th day following

the Closing Date, the Seller shall deliver to the Custodian on behalf of the

Trustee each of the remaining documents or instruments specified below (with

such exceptions and additional time periods as are permitted by this Section)

with respect to each Mortgage Loan (each, a "Mortgage File"). (The Seller

acknowledges that the term "without recourse" does not modify the duties of the

Seller under Section 5 hereof.)

All Mortgage Files, or portions thereof, delivered prior to the

Closing Date are to be held by the Custodian on behalf of the Trustee in escrow

on behalf of the Seller at all times prior to the Closing Date. The Mortgage

Files shall be released from escrow upon closing of the sale of the Mortgage

Loans and payments of the purchase price therefor as contemplated hereby. The

Mortgage File for each Mortgage Loan shall contain the following documents:

(a) The original Mortgage Note bearing all intervening endorsements,

endorsed in blank or endorsed "Pay to the order of Wells Fargo Bank, National

Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage

Pass-Through Certificates, Series 2007-IQ15, without recourse, representation or

warranty" or if the original Mortgage Note is not included therein, then a lost

note affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

(b) The original Mortgage, with evidence of recording thereon, and,

if the Mortgage was executed pursuant to a power of attorney, a certified true

copy of the power of attorney certified by the public recorder's office, with

evidence of recording thereon (if recording is customary in the jurisdiction in

which such power of attorney was executed), or certified by a title insurance

company or escrow company to be a true copy thereof; provided that if such

original Mortgage cannot be delivered with evidence of recording thereon on or

prior to the 90th day following the Closing Date because of a delay caused by

the public recording office where such original Mortgage has been delivered for

recordation or because such original Mortgage has been lost, the Seller shall

deliver or cause to be delivered to the Trustee a true and correct copy of such

Mortgage, together with (i) in the case of a delay caused by the public

recording office, an Officer's Certificate (as defined below) of the Seller

stating that such original Mortgage has been sent to the appropriate public

recording official for recordation or (ii) in the case of an original Mortgage

that has been lost after recordation, a certification by the appropriate county

recording office where such Mortgage is recorded that such copy is a true and

complete copy of the original recorded Mortgage;

(c) The originals of all agreements modifying a Money Term or other

material modification, consolidation and extension agreements, if any, with

evidence of recording thereon (if applicable) or if any such original

modification, consolidation or extension agreement has been delivered to the

appropriate recording office for recordation and either has not yet been

returned on or prior to the 90th day following the Closing Date with evidence of

recordation thereon or has been lost after recordation, a true copy of such

modification, consolidation or extension certified by the Seller together with

(i) in the case of a delay caused by the public recording office, an Officer's

Certificate of the Seller stating that such original modification, consolidation

or extension agreement has been dispatched or sent to the appropriate public

recording official for recordation or (ii) in the case of an original

modification, consolidation or extension agreement that has been lost after

recordation, a certification by the appropriate county recording office where

such document is recorded that such copy is a true and complete copy of the

original recorded modification, consolidation or extension agreement, and the

originals of all assumption agreements, if any;

(d) An original Assignment of Mortgage for each Mortgage Loan, in

form and substance acceptable for recording (except for recording information

not yet available if the instrument being recorded has not been returned from

the applicable recording office), signed by the holder of record in blank or in

favor of "Wells Fargo Bank, National Association, as Trustee for Morgan Stanley

Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series

2007-IQ15";

(e) Originals of all intervening assignments of Mortgage, if any,

with evidence of recording thereon or, if such original assignments of Mortgage

have been delivered to the appropriate recorder's office for recordation,

certified true copies of such assignments of Mortgage certified by the Seller,

or in the case of an original blanket intervening assignment of Mortgage

retained by the Seller, a copy thereof certified by the Seller or, if any

original intervening assignment of Mortgage has not yet been returned on or

prior to the 90th day following the Closing Date from the applicable recording

office or has been lost, a true and correct copy thereof, together with (i) in

the case of a delay caused by the public recording office, an Officer's

Certificate of the Seller stating that such original intervening assignment of

Mortgage has been sent to the appropriate public recording official for

recordation or (ii) in the case of an original intervening assignment of

Mortgage that has been lost after recordation, a certification by the

appropriate county recording office where such assignment is recorded that such

copy is a true and complete copy of the original recorded intervening assignment

of Mortgage;

(f) If the related Assignment of Leases is separate from the

Mortgage, the original of such Assignment of Leases with evidence of recording

thereon or certified by a title insurance company or escrow company to be a true

copy thereof; provided that if such Assignment of Leases has not been returned

on or prior to the 90th day following the Closing Date because of a delay caused

by the applicable public recording office where such Assignment of Leases has

been delivered for recordation or because such original Assignment of Leases has

been lost, the Seller shall deliver or cause to be delivered to the Trustee a

true and correct copy of such Assignment of Leases submitted for recording,

together with, (i) in the case of a delay caused by the public recording office,

an Officer's Certificate (as defined below) of the Seller stating that such

Assignment of Leases has been sent to the appropriate public recording official

for recordation or (ii) in the case of an original Assignment of Leases that has

been lost after recordation, a certification by the appropriate county recording

office where such Assignment of Leases is recorded that such copy is a true and

complete copy of the original recorded Assignment of Leases, in each case

together with an original assignment of such Assignment of Leases, in recordable

form (except for recording information not yet available if the instrument being

recorded has not been returned from the applicable recording office), signed by

the holder of record in favor of "Wells Fargo Bank, National Association, as

Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through

Certificates, Series 2007-IQ15," which assignment may be effected in the related

Assignment of Mortgage;

(g) The original or a copy of each guaranty, if any, constituting

additional security for the repayment of such Mortgage Loan;

(h) The original Title Insurance Policy, or in the event such

original Title Insurance Policy has not been issued, a binder, actual

"marked-up" title commitment, pro forma policy, or an agreement to provide any

of the foregoing pursuant to binding escrow instructions executed by the title

company or its authorized agent with the original Title Insurance Policy to

follow within 180 days of the Closing Date, or a copy of any of the foregoing

certified by the title company with the original Title Insurance Policy to

follow within 180 days of the Closing Date, or a preliminary title report with

the original Title Insurance Policy to follow within 180 days of the Closing

Date;

(i) (A) Copies of UCC financing statements (together with all

assignments thereof) filed in connection with a Mortgage Loan and (B) UCC-2 or

UCC-3 financing statements assigning such UCC financing statements to the

Trustee delivered in connection with the Mortgage Loan;

(j) Copies of the related ground lease(s), if any, to any Mortgage

Loan where the Mortgagor is the lessee under such ground lease and there is a

lien in favor of the mortgagee in such lease.

(k) Copies of any loan agreements, lock-box agreements and

intercreditor agreements, if any, related to any Mortgage Loan;

(l) Either (A) the original of each letter of credit, if any,

constituting additional collateral for such Mortgage Loan (other than letters of

credit representing tenant security deposits which have been collaterally

assigned to the lender), which shall be assigned and delivered to the Trustee

(or delivered to the Custodian on the Trustee's behalf) on behalf of the Trust

with a copy to be held by the applicable Primary Servicer (or Master Servicer),

and applied, drawn, reduced or released in accordance with documents evidencing

or securing the applicable Mortgage Loan, the Pooling and Servicing Agreement

and the Primary Servicing Agreement or (B) the original of each letter of

credit, if any, constituting additional collateral for such Mortgage Loan (other

than letters of credit representing tenant security deposits which have been

collaterally assigned to the lender), which shall be held by the applicable

Primary Servicer (or Master Servicer) on behalf of the Trustee, with a copy to

be held by the Custodian on behalf of the Trustee, and applied, drawn, reduced

or released in accordance with documents evidencing or securing the applicable

Mortgage Loan, the Pooling and Servicing Agreement and the Primary Servicing

Agreement (it being understood that the Seller has agreed (a) that the proceeds

of such letter of credit belong to the Trust, (b) to notify, on or before the

Closing Date, the bank issuing the letter of credit that the letter of credit

and the proceeds thereof belong to the Trust, and to use reasonable efforts to

obtain within 30 days (but in any event to obtain within 90 days) following the

Closing Date, an acknowledgement thereof by the bank (with a copy of such

acknowledgement to be sent to the Custodian on behalf of the Trustee) and (c) to

indemnify the Trust for any liabilities, charges, costs, fees or other expenses

accruing from the failure of the Seller to assign the letter of credit

hereunder). In the case of clause (B) above, any letter of credit held by the

applicable Primary Servicer (or Master Servicer) shall be held in its capacity

as agent of the Trust, and if the applicable Primary Servicer (or Master

Servicer) sells its rights to service the applicable Mortgage Loan, the

applicable Primary Servicer (or Master Servicer) has agreed to assign the

applicable letter of credit to the Trust or at the direction of the applicable

Special Servicer to such party as such Special Servicer may instruct, in each

case, at the expense of the applicable Primary Servicer (or Master Servicer).

The applicable Primary Servicer (or Master Servicer) has agreed to indemnify the

Trust for any loss caused by the ineffectiveness of such assignment;

(m) The original or a copy of the environmental indemnity agreement,

if any, related to any Mortgage Loan;

(n) Copies of third-party management agreements, if any, for all

hotels and for such other Mortgaged Properties securing Mortgage Loans with a

Cut-Off Date principal balance equal to or greater than $20,000,000.

(o) The original of any Environmental Insurance Policy or, if the

original is held by the related Mortgagor, a copy thereof;

(p) A copy of any affidavit and indemnification agreement in favor

of the lender;

(q) With respect to hospitality properties, a copy of any franchise

agreement, franchise comfort letter and applicable assignment or transfer

documents;

"Officer's Certificate" shall mean a certificate signed by one or

more of the Chairman of the Board, any Vice Chairman, the President, any Senior

Vice President, any Vice President, any Assistant Vice President, any Treasurer

or any Assistant Treasurer.

The Assignment of Mortgage, intervening assignments of Mortgage and

assignment of Assignment of Leases referred to in clauses (d), (e) and (f) may

be in the form of a single instrument assigning the Mortgage and the Assignment

of Leases to the extent permitted by applicable law. To avoid the unnecessary

expense and administrative inconvenience associated with the execution and

recording or filing of multiple assignments of mortgages, assignments of leases

(to the extent separate from the mortgages) and assignments of UCC financing

statements, the Seller shall execute, in accordance with the third succeeding

paragraph, the assignments of mortgages, the assignments of leases (to the

extent separate from the mortgages) and the assignments of UCC financing

statements relating to the Mortgage Loans naming the Trustee on behalf of the

Certificateholders as assignee. Notwithstanding the fact that such assignments

of mortgages, assignments of leases (to the extent separate from the assignments

of mortgages) and assignments of UCC financing statements shall name the Trustee

on behalf of the Certificateholders as the assignee, the parties hereto

acknowledge and agree that the Mortgage Loans shall for all purposes be deemed

to have been transferred from the Seller to the Purchaser and from the Purchaser

to the Trustee on behalf of the Certificateholders.

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

Mortgage Loan, any of the documents and/or instruments referred to in clauses

(b), (c), (e) or (f), with evidence of recording thereon, because of a delay

caused by the public recording office where such document or instrument has been

delivered for recordation within such 90-day period, but the Seller delivers a

photocopy thereof (to the extent available, certified by the appropriate county

recorder's office to be a true and complete copy of the original thereof

submitted for recording or, if such certification is not available, together

with an Officer's Certificate of the Seller stating that such document has been

sent to the appropriate public recording official for recordation), to the

Custodian on behalf of the Trustee within such 90-day period, the Seller shall

then deliver within 180 days after the Closing Date the recorded document (or

within such longer period after the Closing Date as the Custodian on behalf of

the Trustee may consent to, which consent shall not be withheld so long as the

Seller is, as certified in writing to the Trustee no less often than monthly, in

good faith attempting to obtain from the appropriate county recorder's office

such original or photocopy).

The Trustee, as assignee or transferee of the Purchaser, shall be

entitled to all scheduled payments of principal due thereon after the Cut-Off

Date, all other payments of principal collected after the Cut-Off Date (other

than scheduled payments of principal due on or before the Cut-Off Date), and all

payments of interest on the Mortgage Loans allocable to the period commencing on

the Cut-Off Date. All scheduled payments of principal and interest due on or

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

Seller.

Within 45 days following the Closing Date, the Seller shall deliver

and the Purchaser, the Custodian on behalf of the Trustee or the agents of

either may submit or cause to be submitted for recordation at the expense of the

Seller, in the appropriate public office for real property records, each

assignment referred to in clauses (d) and (f)(ii) above (with recording

information in blank if such information is not yet available). Within 15 days

following the Closing Date, the Seller shall deliver and the Purchaser, the

Custodian on behalf of the Trustee or the agents of either may submit or cause

to be submitted for filing, at the expense of the Seller, in the appropriate

public office for Uniform Commercial Code financing statements, the assignment

referred to in clause (i) above. 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 prepare a substitute therefor or cure such defect, and the

Seller shall, at its own expense (except in the case of a document or instrument

that is lost by the Trustee), record or file, as the case may be, and deliver

such document or instrument in accordance with this Section 2.

As to each Mortgage Loan secured by a Mortgaged Property with

respect to which the related Mortgagor has entered into a franchise agreement

and each Mortgage Loan secured by a Mortgaged Property with respect to which a

letter of credit is in place, the Seller shall provide a notice on or prior to

the date that is thirty (30) days after the Closing Date to the franchisor or

the issuing financial institution, as applicable, of the transfer of such

Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and

inform such parties that any notices to the Mortgagor's lender pursuant to such

franchise agreement or letter of credit should thereafter be forwarded to the

applicable Master Servicer and, with respect to each franchise agreement,

provide a franchise comfort letter to the franchisor on or prior to the date

that is thirty (30) days after the Closing Date. After the Closing Date, with

respect to any letter of credit that has not yet been assigned to the Trust,

upon the written request of the applicable Master Servicer or the applicable

Primary Servicer, the Seller will draw on such letter of credit as directed by

such Master Servicer or such Primary Servicer in such notice to the extent the

Seller has the right to do so.

Documents that are in the possession of the Seller, its agents or

its subcontractors that relate to the servicing of any Mortgage Loans and that

are not required to be a part of the Mortgage File and are reasonably necessary

for the ongoing administration and/or servicing of the applicable Mortgage Loan

(the "Servicing File") shall be delivered by the Seller to or at the direction

of the applicable Master Servicer, on behalf of the Purchaser, on or prior to

the 75th day after the Closing Date, in accordance with the Primary Servicing

Agreement, if applicable.

The Servicing File shall include, to the extent required to be (and

actually) delivered to the Seller pursuant to the applicable Mortgage Loan

documents, copies of the following items: the Mortgage Note, any Mortgage, the

Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity

agreement, any loan agreement, the insurance policies or certificates, as

applicable, the property inspection reports, any financial statements on the

property, any escrow analysis, the tax bills, the Appraisal, the environmental

report, the engineering report, the asset summary, financial information on the

Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor

agreements and any Environmental Insurance Policies; provided, however, the

Seller shall not be required to deliver any draft documents, attorney-client

privileged communications, internal correspondence or credit analysis. Delivery

of any of the foregoing documents to the Primary Servicer shall be deemed a

delivery to the applicable Master Servicer and satisfy Seller's obligations

under this sub-paragraph.

Upon the sale of the Mortgage Loans by the Seller to the Purchaser

pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and

the other contents of the related Mortgage File shall be vested in the Purchaser

and its assigns, and the ownership of all records and documents with respect to

the related Mortgage Loan prepared by or that come into the possession of the

Seller shall immediately vest in the Purchaser and its assigns, and shall be

delivered promptly by the Seller to or on behalf of either the Custodian (on

behalf of the Trustee) or the applicable Master Servicer as set forth herein,

subject to the requirements of the Primary Servicing Agreement. The Seller's and

Purchaser's records shall reflect the transfer of each Mortgage Loan from the

Seller to the Purchaser and its assigns as a sale.

It is the express intent of the parties hereto that the conveyance

of the Mortgage Loans and related property to the Purchaser by the Seller as

provided in this Section 2 be, and be construed as, an absolute sale of the

Mortgage Loans and related property. It is, further, not the intention of the

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

related property by the Seller to the Purchaser to secure a debt or other

obligation of the Seller. However, in the event that, notwithstanding the intent

of the parties, the Mortgage Loans or any related property are held to be the

property of the Seller, or if for any other reason this Agreement is held or

deemed to create a security interest in the Mortgage Loans or any related

property, then:

(i) this Agreement shall be deemed to be a security agreement; and

(ii) the conveyance provided for in this Section 2 shall be deemed

to be a grant by the Seller to the Purchaser of a security interest in all

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

acquired, in and to:

(A) All accounts, 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

following property: the Mortgage Loans identified on the Mortgage

Loan Schedule, including the related Mortgage Notes, Mortgages,

security agreements, and title, hazard and other insurance policies,

all distributions with respect thereto payable after the Cut-Off

Date, all substitute or replacement Mortgage Loans and all

distributions with respect thereto, and the Mortgage Files;

(B) All accounts, general intangibles, chattel paper,

instruments, documents, money, deposit accounts, certificates of

deposit, goods, letters of credit, advices of credit, investment

property and other rights 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); and

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

in clauses (A) and (B) above.

The possession by the Purchaser or its designee of the Mortgage

Notes, the Mortgages, 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 for purposes of perfecting the security interest pursuant to the

Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115

thereof) as in force in the relevant jurisdiction. Notwithstanding the

foregoing, the Seller makes no representation or warranty as to the perfection

of any such security interest.

Notifications to Persons holding such property, and acknowledgments,

receipts, or 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, the

Purchaser or its designee, as applicable, for the purpose of perfecting such

security interest under applicable law.

The Seller shall, to the extent consistent with this Agreement, take

such reasonable actions as may be necessary to ensure that, if this Agreement

were deemed to create a security interest in the property described above, such

security interest would be deemed to be a perfected security interest of first

priority under applicable law and will be maintained as such throughout the term

of the Agreement. In such case, the Seller shall file all filings necessary to

maintain the effectiveness of any original filings necessary under the Uniform

Commercial Code as in effect in any jurisdiction to perfect such security

interest in such property. In connection herewith, the Purchaser 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.

Notwithstanding anything to the contrary contained herein, and

subject to Section 2(a), the Purchaser shall not be required to purchase any

Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)

above) or lost note affidavit and indemnity required to be delivered to or on

behalf of the Trustee or the applicable Master Servicer pursuant to this Section

2 on or before the Closing Date is not so delivered, or is not properly executed

or is defective on its face, and the Purchaser's acceptance of the related

Mortgage Loan on the Closing Date shall in no way constitute a waiver of such

omission or defect or of the Purchaser's or its successors' and assigns' rights

in respect thereof pursuant to Section 5.

Section 3. Examination of Mortgage Files and Due Diligence Review.

The Seller shall (i) deliver to the Purchaser on or before the Closing Date a

diskette acceptable to the Purchaser that contains such information about the

Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to

the Purchaser investor files (collectively the "Collateral Information") with

respect to the assets proposed to be included in the Mortgage Pool and made

available at the Purchaser's headquarters in New York, and (iii) otherwise

cooperate fully with the Purchaser in its examination of the credit files,

underwriting documentation and Mortgage Files for the Mortgage Loans and its due

diligence review of the Mortgage Loans. The fact that the Purchaser has

conducted or has failed to conduct any partial or complete examination of the

credit files, underwriting documentation or Mortgage Files for the Mortgage

Loans shall not affect the right of the Purchaser or the Trustee to cause the

Seller to cure any Material Document Defect or Material Breach (each as defined

below), or to repurchase or replace the defective Mortgage Loans pursuant to

Section 5 of this Agreement.

On or prior to the Closing Date, the Seller shall allow

representatives of any of the Purchaser, each Underwriter, the Initial

Purchaser, the Trustee, the Custodian, the applicable Special Servicer and each

Rating Agency to examine and audit all books, records and files pertaining to

the Mortgage Loans, the Seller's underwriting procedures and the Seller's

ability to perform or observe all of the terms, covenants and conditions of this

Agreement. Such examinations and audits shall take place at one or more offices

of the Seller during normal business hours and shall not be conducted in a

manner that is disruptive to the Seller's normal business operations upon

reasonable prior advance notice. In the course of such examinations and audits,

the Seller will make available to such representatives of any of the Purchaser,

each Underwriter, the Initial Purchaser, the Trustee, the Custodian, the

applicable Special Servicer and each Rating Agency reasonably adequate

facilities, as well as the assistance of a sufficient number of knowledgeable

and responsible individuals who are familiar with the Mortgage Loans and the

terms of this Agreement, and the Seller shall cooperate fully with any such

examination and audit in all material respects. On or prior to the Closing Date,

the Seller shall provide the Purchaser with all material information regarding

the Seller's financial condition and access to knowledgeable financial or

accounting officers for the purpose of answering questions with respect to the

Seller's financial condition, financial statements as provided to the Purchaser

or other developments affecting the Seller's ability to consummate the

transactions contemplated hereby or otherwise affecting the Seller in any

material respect. Within 45 days after the Closing Date, the Seller shall

provide the applicable Master Servicer or Primary Servicer, if applicable, with

any additional information identified by such Master Servicer or Primary

Servicer, if applicable, as necessary to complete the CMSA Property File, to the

extent that such information is available.

The Purchaser may exercise any of its rights hereunder through one

or more designees or agents; provided the Purchaser has provided the Seller with

prior notice of the identity of such designee or agent.

The Purchaser shall keep confidential any information regarding the

Seller and the Mortgage Loans that has been delivered into the Purchaser's

possession and that is not otherwise publicly available; provided, however, that

such information shall not be kept confidential (and the right to require

confidentiality under any confidentiality agreement is hereby waived) to the

extent such information is required to be included in the Memorandum or the

Prospectus Supplement or the Purchaser is required by law or court order to

disclose such information. If the Purchaser is required to disclose in the

Memorandum or the Prospectus Supplement confidential information regarding the

Seller as described in the preceding sentence, the Purchaser shall provide to

the Seller a copy of the proposed form of such disclosure prior to making such

disclosure and the Seller shall promptly, and in any event within two Business

Days, notify the Purchaser of any inaccuracies therein, in which case the

Purchaser shall modify such form in a manner that corrects such inaccuracies. If

the Purchaser is required by law or court order to disclose confidential

information regarding the Seller as described in the second preceding sentence,

the Purchaser shall notify the Seller and cooperate in the Seller's efforts to

obtain a protective order or other reasonable assurance that confidential

treatment will be accorded such information and, if in the absence of a

protective order or such assurance, the Purchaser is compelled as a matter of

law to disclose such information, the Purchaser shall, prior to making such

disclosure, advise and consult with the Seller and its counsel as to such

disclosure and the nature and wording of such disclosure and the Purchaser shall

use reasonable efforts to obtain confidential treatment therefor.

Notwithstanding the foregoing, if reasonably advised by counsel that the

Purchaser is required by a regulatory agency or court order to make such

disclosure immediately, then the Purchaser shall be permitted to make such

disclosure without prior review by the Seller.

Section 4. Representations and Warranties of the Seller and the

Purchaser.

(a) To induce the Purchaser to enter into this Agreement, the Seller

hereby makes for the benefit of the Purchaser and its assigns with respect to

each Mortgage Loan as of the date hereof (or as of such other date specifically

set forth in the particular representation and warranty) each of the

representations and warranties set forth on Exhibit 2 hereto, except as

otherwise set forth on Schedule A attached hereto, and hereby further represents

and warrants to the Purchaser as of the date hereof that:

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

limited liability company in good standing under the laws of Delaware. The

Seller has the requisite power and authority and legal right to own the

Mortgage Loans and to transfer and convey the Mortgage Loans to the

Purchaser and has the requisite power and authority to execute and

deliver, engage in the transactions contemplated by, and perform and

observe the terms and conditions of, this Agreement.

(ii) This Agreement has been duly and validly authorized, executed

and delivered by the Seller, and assuming the due authorization, execution

and delivery hereof by the Purchaser, this Agreement constitutes the

valid, legal and binding agreement of the Seller, enforceable in

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

(A) laws relating to bankruptcy, insolvency, reorganization, receivership

or moratorium, (B) other laws relating to or affecting the rights of

creditors generally, (C) general equity principles (regardless of whether

such enforcement is considered in a proceeding in equity or at law) or (D)

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 from

liabilities under applicable securities laws.

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

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

required, under federal or state law, for the execution, delivery and

performance of or compliance by the Seller with this Agreement, or the

consummation by the Seller of any transaction contemplated hereby, other

than (1) such qualifications as may be required under state securities or

blue sky laws, (2) 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,

(3) such consents, approvals, authorizations, qualifications,

registrations, filings or notices as have been obtained and (4) 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.

(iv) Neither the transfer of the Mortgage Loans to the Purchaser,

nor the execution, delivery or performance of this Agreement by the

Seller, conflicts or will conflict with, results or will result in a

breach of, or constitutes or will constitute a default under (A) any term

or provision of the Seller's articles of organization, limited liability

company operating agreement or by-laws, (B) any term or provision of any

material agreement, contract, instrument or indenture to which the Seller

is a party or by which it or any of its assets is bound or results in the

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

property pursuant to the terms of any such indenture, mortgage, contract

or other instrument, other than pursuant to this Agreement, or (C) after

giving effect to the consents or taking of the actions contemplated in

subsection (iii), any law, rule, regulation, order, judgment, writ,

injunction or decree of any court or governmental authority having

jurisdiction over the Seller or its assets, except where in any of the

instances contemplated by clauses (B) or (C) above, any conflict, breach

or default, or creation or imposition of any lien, charge or encumbrance,

will not have a material adverse effect on the consummation of the

transactions contemplated hereby by the Seller or materially and adversely

affect its ability to perform its obligations and duties hereunder or

result in any material adverse change in the business, operations,

financial condition, properties or assets of the Seller, or in any

material impairment of the right or ability of the Seller to carry on its

business substantially as now conducted.

(v) There are no actions or proceedings against, or investigations

of, the Seller pending or, to the Seller's knowledge, threatened in

writing against the Seller before any court, administrative agency or

other tribunal, the outcome of which could reasonably be expected to

materially and adversely affect the transfer of the Mortgage Loans to the

Purchaser or the execution or delivery by, or enforceability against, the

Seller of this Agreement or have an effect on the financial condition of

the Seller that would materially and adversely affect the ability of the

Seller to perform its obligations under this Agreement.

(vi) On the Closing Date, the sale of the Mortgage Loans pursuant to

this Agreement will effect a transfer by the Seller of all of its right,

title and interest in and to the Mortgage Loans to the Purchaser.

To induce the Purchaser to enter into this Agreement, the Seller

hereby covenants that the foregoing representations and warranties and those set

forth on Exhibit 2 hereto, will be true and correct in all material respects on

and as of the Closing Date with the same effect as if made on the Closing Date,

provided that any representations and warranties made as of a specified date

shall be true and correct in all material respects as of such specified date.

Each of the representations, warranties and covenants made by the

Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage

Loans and shall continue in full force and effect notwithstanding any

restrictive or qualified endorsement on the Mortgage Notes.

(b) To induce the Seller to enter into this Agreement, the Purchaser

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

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

and in good standing under the laws of the State of Delaware with full

power and authority to carry on its business as presently conducted by it.

(ii) The Purchaser has full power and authority to acquire the

Mortgage Loans, to execute and deliver this Agreement and to enter into

and consummate all transactions contemplated by this Agreement. The

Purchaser has duly and validly authorized the execution, delivery and

performance of this Agreement and has duly and validly executed and

delivered this Agreement. This Agreement, assuming due authorization,

execution and delivery by the Seller, constitutes the valid and binding

obligation of the Purchaser, enforceable against it in accordance with its

terms, except as such enforceability may be limited by bankruptcy,

insolvency, reorganization, moratorium and other similar laws affecting

the enforcement of creditors' rights generally and by general principles

of equity, regardless of whether such enforcement is considered in a

proceeding in equity or at law.

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

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

required, under federal or state law, for the execution, delivery and

performance of or compliance by the Purchaser with this Agreement, or the

consummation by the Purchaser of any transaction contemplated hereby that

has not been obtained or made by the Purchaser.

(iv) Neither the purchase of the Mortgage Loans nor the execution,

delivery and performance of this Agreement by the Purchaser will violate

the Purchaser's certificate of incorporation or by-laws or constitute a

default (or an event that, with notice or lapse of time or both, would

constitute a default) under, or result in a breach of, any material

agreement, contract, instrument or indenture to which the Purchaser is a

party or that may be applicable to the Purchaser or its assets.

(v) The Purchaser's execution and delivery of this Agreement and its

performance and compliance with the terms of this Agreement will not

constitute a violation of, any law, rule, writ, injunction, order or

decree of any court, or order or regulation of any federal, state or

municipal government agency having jurisdiction over the Purchaser or its

assets, which violation could materially and adversely affect the

condition (financial or otherwise) or the operation of the Purchaser or

its assets or could materially and adversely affect its ability to perform

its obligations and duties hereunder.

(vi) There are no actions or proceedings against, or investigations

of, the Purchaser pending or, to the Purchaser's knowledge, threatened

against the Purchaser before any court, administrative agency or other

tribunal, the outcome of which could reasonably be expected to adversely

affect the transfer of the Mortgage Loans, the issuance of the

Certificates, the execution, delivery or enforceability of this Agreement

or have an effect on the financial condition of the Purchaser that would

materially and adversely affect the ability of the Purchaser to perform

its obligation under this Agreement.

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

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

the Initial Purchaser and their respective affiliates, that may be

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

the Mortgage Loans or consummation of any of the transactions contemplated

hereby.

To induce the Seller to enter into this Agreement, the Purchaser

hereby covenants that the foregoing representations and warranties will be true

and correct in all material respects on and as of the Closing Date with the same

effect as if made on the Closing Date.

Each of the representations and warranties made by the Purchaser

pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

Section 5. Remedies Upon Breach of Representations and Warranties

Made by the Seller.

(a) It is hereby acknowledged that the Seller shall make for the

benefit of the Trustee on behalf of the holders of the Certificates, whether

directly or by way of the Purchaser's assignment of its rights hereunder to the

Trustee, the representations and warranties set forth on Exhibit 2 hereto (each

as of the date hereof unless otherwise specified).

(b) It is hereby further acknowledged that if any document required

to be delivered to the Custodian on behalf of the Trustee pursuant to Section 2

is not delivered as and when required (and including the expiration of any grace

or cure period), is not properly executed or is defective on its face, or if

there is a breach of any of the representations and warranties required to be

made by the Seller regarding the characteristics of the Mortgage Loans and/or

the related Mortgaged Properties as set forth in Exhibit 2 hereto, and in either

case such defect or breach, either (i) materially and adversely affects the

interests of the holders of the Certificates in the related Mortgage Loan, or

(ii) both (A) the document defect or breach materially and adversely affects the

value of the Mortgage Loan and (B) the Mortgage Loan is a Specially Serviced

Mortgage Loan or Rehabilitated Mortgage Loan (such a document defect described

in the preceding clause (i) or (ii), a "Material Document Defect" and such a

breach described in the preceding clause (i) or (ii) a "Material Breach"), the

party discovering such Material Document Defect or Material Breach shall

promptly notify, in writing, the other party; provided that any breach of the

representation and warranty contained in paragraph (38) of such Exhibit 2 shall

constitute a Material Breach only if such prepayment premium or yield

maintenance charge is not deemed "customary" for commercial mortgage loans as

evidenced by (i) an opinion of tax counsel to such effect or (ii) a

determination by the Internal Revenue Service that such provision is not

customary. Promptly (but in any event within three Business Days) upon becoming

aware of any such Material Document Defect or Material Breach, the applicable

Master Servicer shall, and the applicable Special Servicer may, request that the

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

Material Document Defect or Material Breach, cure such Material Document Defect

or Material Breach, as the case may be, in all material respects; provided,

however, that if such Material Document Defect or Material Breach, as the case

may be, cannot be corrected or cured in all material respects within such 90-day

period, and such Material Document Defect or Material Breach would not cause the

Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code),

but the Seller is diligently attempting to effect such correction or cure, as

certified by the Seller in an Officer's Certificate delivered to the Trustee,

then the cure period will be extended for an additional 90 days unless, solely

in the case of a Material Document Defect, (x) the Mortgage Loan is, at the end

of the initial 90-day period, a Specially Serviced Mortgage Loan and a Servicing

Transfer Event has occurred as a result of a monetary default or as described in

clause (ii) or clause (v) of the definition of "Servicing Transfer Event" in the

Pooling and Servicing Agreement and (y) the Material Document Defect was

identified in a certification delivered to the Seller by the Trustee pursuant to

Section 2.2 of the Pooling and Servicing Agreement not less than 90 days prior

to the delivery of the notice of such Material Document Defect. The parties

acknowledge that neither delivery of a certification or schedule of exceptions

to the Seller pursuant to Section 2.2 of the Pooling and Servicing Agreement or

otherwise nor possession of such certification or schedule by the Seller shall,

in and of itself, constitute delivery of notice of any Material Document Defect

or knowledge or awareness by the Seller of any Material Document Defect listed

therein.

The Seller hereby covenants and agrees that, if any such Material

Document Defect or Material Breach cannot be corrected or cured in all material

aspects within the above cure periods, the Seller shall, on or before the

termination of such cure periods, either (i) repurchase the affected Mortgage

Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase

Price as defined in the Pooling and Servicing Agreement, or (ii) if within the

two-year period commencing on the Closing Date, at its option replace, without

recourse, any Mortgage Loan or REO Mortgage Loan to which such defect relates

with a Qualifying Substitute Mortgage Loan. If such Material Document Defect or

Material Breach would cause the Mortgage Loan to be other than a "qualified

mortgage" (as defined in the Code), then notwithstanding the previous sentence,

such repurchase or substitution must occur within 90 days from the earlier of

the date the Seller discovered or was notified of the breach or defect. The

Seller agrees that any substitution shall be completed in accordance with the

terms and conditions of the Pooling and Servicing Agreement.

If (i) a Mortgage Loan is to be repurchased or replaced in

connection with a Material Document Defect or Material Breach as contemplated

above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with

one or more other Mortgage Loans (each, a "Cross-Collateralized Loan" and

collectively, the "Crossed Group") in the Trust and (iii) the applicable

document defect or breach does not constitute a Material Document Defect or

Material Breach, as the case may be, as to such other Mortgage Loans included in

the Crossed Group (without regard to this paragraph), then the applicable

document defect or breach (as the case may be) shall be deemed to constitute a

Material Document Defect or Material Breach, as the case may be, as to each such

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

provisions, and the Seller shall be obligated to repurchase or replace each such

other Mortgage Loan included in the Crossed Group in accordance with the

provisions above, unless, in the case of such breach or document defect, both of

the following conditions would be satisfied if the Seller were to repurchase or

replace only those Mortgage Loans as to which a Material Breach had occurred

without regard to this paragraph (the "Affected Loan(s)"): (1) the debt service

coverage ratio for all such other Mortgage Loans included in the Crossed Group

(excluding the Affected Loan(s)) for the four calendar quarters immediately

preceding the repurchase or replacement (determined as provided in the

definition of Debt Service Coverage Ratio in the Pooling and Servicing

Agreement, except that net cash flow for such four calendar quarters, rather

than year-end, shall be used) is at least equal to the greater of (x) the

weighted average debt service coverage ratio for all such Mortgage Loans in the

Crossed Group (including the Affected Loan(s)) set forth under the heading "NCF

DSCR" in Appendix II to the Final Prospectus Supplement and (y) 1.25x, and (2)

the Loan-to-Value Ratio for all such other Mortgage Loans in the Crossed Group

(excluding the Affected Loan(s)) is not greater than the lesser of (x) the

current loan-to-value ratio for all such Mortgage Loans in the Crossed Group

(including the Affected Loan(s)) set forth under the heading "Cut-Off Date LTV"

in Appendix II to the Final Prospectus Supplement and (y) 75%. The determination

of the applicable Master Servicer as to whether either of the conditions set

forth above has been satisfied shall be conclusive and binding in the absence of

manifest error. The applicable Master Servicer will be entitled to cause, or

direct the Seller to cause, to be delivered to such Master Servicer at the

Seller's expense (i) an Appraisal of any or all of the related Mortgaged

Properties for purposes of determining whether the condition set forth in clause

(2) above has been satisfied, in each case at the expense of the Seller if the

scope and cost of the Appraisal is approved by the Seller (such approval not to

be unreasonably withheld) and (ii) an Opinion of Counsel that not requiring the

repurchase of each such Cross-Collateralized Loan in the Crossed Group will not

result in an Adverse REMIC Event.

With respect to any Cross-Collateralized Loan, to the extent that

the Seller is required to repurchase or substitute for such Mortgage Loan (each,

a "Repurchased Loan") in the manner prescribed above while the Trustee (as

assignee of the Purchaser) continues to hold any other Cross-Collateralized Loan

in the Crossed Group, the Seller and the Purchaser hereby agree to modify, prior

to such repurchase or substitution, the related Mortgage Loan documents in a

manner such that such affected Repurchased Loan, on the one hand, and any other

Crossed-Collateralized Loans in the Crossed Group held by the Trustee, on the

other, would no longer be cross-defaulted or cross-collateralized with one

another; provided that the Seller shall have furnished the Trustee, at the

expense of the Seller, a nondisqualification opinion that such modification

shall not cause an Adverse REMIC Event; provided, further, that if such

nondisqualification opinion cannot be furnished, the Seller and the Purchaser

agree that such repurchase or substitution of only the Repurchased Loan,

notwithstanding anything to the contrary herein, shall not be permitted and the

Seller shall repurchase or substitute for the Repurchased Loan and all other

Crossed-Collateralized Loans in the Crossed Group. Any reserve or other cash

collateral or letters of credit securing the Cross-Collateralized Loans shall be

allocated between such Mortgage Loans in accordance with the Mortgage Loan

documents. All other terms of the Mortgage Loans shall remain in full force and

effect, without any modification thereof. The Mortgagors set forth on Schedule B

hereto are intended third-party beneficiaries of the provisions set forth in

this paragraph and the preceding paragraph. The provisions of this paragraph and

the preceding paragraph may not be modified with respect to any Mortgage Loan

without the related Mortgagor's consent.

Upon occurrence (and after any applicable cure or grace period), any

of the following document defects shall be conclusively presumed materially and

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

be a Material Document Defect: (i) the absence from the Mortgage File of the

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

note affidavit and indemnity and a copy of the Mortgage Note; (ii) the absence

from the Mortgage File of the item called for by paragraph (b) of the definition

of Mortgage File; or (iii) the absence from the Mortgage File of the item called

for by paragraph (h) of the definition of Mortgage File. If any of the foregoing

Material Document Defects is discovered by the Custodian (or the Trustee if

there is no Custodian), the Trustee (or as set forth in Section 2.3(a) of the

Pooling and Servicing Agreement, the applicable Master Servicer) will take the

steps described elsewhere in this Section, including the giving of notices to

the Rating Agencies and the parties hereto and making demand upon the Seller for

the cure of the Material Document Defect or repurchase or replacement of the

related Mortgage Loan.

If the Seller disputes that a Material Document Defect or Material

Breach exists with respect to a Mortgage Loan or otherwise refuses (i) to effect

a correction or cure of such Material Document Defect or Material Breach, (ii)

to repurchase the Affected Loan from the Trust or (iii) to replace such Mortgage

Loan with a Qualifying Substitute Mortgage Loan, then provided that (x) the

period of time provided for the Seller to correct, repurchase or cure has

expired and (y) the Mortgage Loan is then in default and is then a Specially

Serviced Mortgage Loan, the applicable Special Servicer may, subject to the

Servicing Standard, modify, work-out or foreclose, sell or otherwise liquidate

(or permit the liquidation of) the Mortgage Loan pursuant to Section 9.5,

Section 9.12, Section 9.15 and Section 9.36, as applicable, of the Pooling and

Servicing Agreement, while pursuing the repurchase claim. The Seller

acknowledges and agrees that any modification of the Mortgage Loan pursuant to

such a work-out shall not constitute a defense to any repurchase claim nor shall

such modification or work-out change the Purchase Price due from the Seller for

any repurchase claim. Any sale of the Mortgage Loan, or foreclosure upon such

Mortgage Loan and sale of the REO Property, to a Person other than the Seller

shall be without (i) recourse of any kind (either express or implied) by such

Person against the Seller and (ii) representation or warranty of any kind

(either express or implied) by the Seller to or for the benefit of such Person.

The fact that a Material Document Defect or Material Breach is not

discovered until after foreclosure (but in all instances prior to the sale of

the related REO Property or Mortgage Loan) shall not prejudice any claim against

the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an

event, the applicable Master Servicer or the applicable Special Servicer, as

applicable, shall be required to notify the Seller of the discovery of the

Material Document Defect or Material Breach and the Seller shall be required to

follow the procedures set forth in this Agreement to correct or cure such

Material Document Defect or Material Breach or purchase the REO Property at the

Purchase Price. If the Seller fails to correct or cure the Material Document

Defect or Material Breach or purchase the REO Property, then the provisions

above regarding notice of offers related to such REO Property and the Seller's

right to purchase such REO Property shall apply. If a court of competent

jurisdiction issues a final order that the Seller is or was obligated to

repurchase the related Mortgage Loan or REO Mortgage Loan or the Seller

otherwise accepts liability, then, after the expiration of any applicable appeal

period, but in no event later than the termination of the Trust pursuant to

Section 9.30 of the Pooling and Servicing Agreement, the Seller will be

obligated to pay to the Trust the difference between any Liquidation Proceeds

received upon such liquidation (including those arising from any sale to the

Seller) and the Purchase Price; provided that the prevailing party in such

action shall be entitled to recover all costs, fees and expenses (including

reasonable attorneys' fees) related thereto.

In connection with any liquidation or sale of a Mortgage Loan or REO

Property as described above, the applicable Special Servicer will not receive a

Liquidation Fee in connection with such liquidation or sale or any portion of

the Work-Out Fee that accrues after the Seller receives notice of a Material

Document Defect or Material Breach until a final determination has been made, as

set forth in the prior paragraph, as to whether the Seller is or was obligated

to repurchase such related Mortgage Loan or REO Property. Upon such

determination, the applicable Special Servicer will be entitled: (i) with

respect to a determination that the Seller is or was obligated to repurchase, to

collect a Liquidation Fee, if due in accordance with the definition thereof,

based upon the full Purchase Price of the related Mortgage Loan or REO property,

with such Liquidation Fee payable by the Seller or (ii) with respect to a

determination that Seller is not or was not obligated to repurchase (or the

Trust decides that it will no longer pursue a claim against the Seller for

repurchase), (A) to collect a Liquidation Fee based upon the Liquidation

Proceeds as received upon the actual sale or liquidation of such Mortgage Loan

or REO Property, and (B) to collect any accrued and unpaid Work-Out Fee, based

on amounts that were collected for as long as the related Mortgage Loan was a

Rehabilitated Mortgage Loan, in each case with such amount to be paid from

amounts in the Certificate Account.

The obligations of the Seller set forth in this Section 5(b) to cure

a Material Document Defect or a Material Breach or repurchase or replace a

defective Mortgage Loan constitute the sole remedies of the Purchaser or its

assignees with respect to a Material Document Defect or Material Breach in

respect of an outstanding Mortgage Loan; provided, that this limitation shall

not in any way limit the Purchaser's rights or remedies upon breach of any other

representation or warranty or covenant by the Seller set forth in this Agreement

(other than those set forth in Exhibit 2).

Notwithstanding the foregoing, in the event that there is a breach

of the representation and warranty set forth in paragraph 41 of Exhibit 2

attached hereto because the underlying loan documents do not provide for the

payment by the Mortgagor of reasonable costs and expenses associated with the

defeasance or assumption of a Mortgage Loan by the Mortgagor, the Seller hereby

covenants and agrees to pay such reasonable costs and expenses, to the extent an

amount is due and not paid by the related Mortgagor. The parties hereto

acknowledge that the payment of such reasonable costs and expenses shall be the

Seller's sole obligation with respect to the breaches discussed in the previous

sentence. The Seller shall have no obligation to pay for any of the foregoing

costs if the applicable Mortgagor has an obligation to pay for such costs.

The Seller hereby agrees that it will pay for any expense incurred

by the applicable Master Servicer or the applicable Special Servicer, as

applicable, in connection with modifying a Mortgage Loan pursuant to Section 2.3

of the Pooling and Servicing Agreement in order for such Mortgage Loan to be a

"qualified substitute mortgage loan" within the meaning of the Treasury

Regulations promulgated under the Code. Upon a breach of the representation and

warranty set forth in paragraph 37 of Exhibit 2 attached hereto, if such

Mortgage Loan is modified so that it becomes a "qualified substitute mortgage

loan", such breach will be cured and the Seller will not be obligated to

repurchase or otherwise remedy such breach.

(c) The Pooling and Servicing Agreement shall provide that the

Trustee (or the applicable Master Servicer or the applicable Special Servicer on

its behalf) shall give written notice within three Business Days to the Seller

of its discovery of any Material Document Defect or Material Breach and prompt

written notice to the Seller in the event that any Mortgage Loan becomes a

Specially Serviced Mortgage Loan (as defined in the Pooling and Servicing

Agreement).

(d) If the Seller repurchases any Mortgage Loan pursuant to this

Section 5, the Purchaser or its assignee, following receipt by the Trustee of

the Purchase Price therefor, promptly shall deliver or cause to be delivered to

the Seller all Mortgage Loan documents with respect to such Mortgage Loan, and

each document that constitutes a part of the Mortgage File that was endorsed or

assigned to the Trustee shall be endorsed and assigned to the Seller in the same

manner such that the Seller shall be vested with legal and beneficial title to

such Mortgage Loan, in each case without recourse, including any property

acquired in respect of such Mortgage Loan or proceeds of any insurance policies

with respect thereto.

Section 6. Closing. The closing of the sale of the Mortgage Loans

shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World

Financial Center, New York, NY 10281 at 9:00 a.m., New York time, on the Closing

Date.

The obligation of the Seller and the Purchaser to close shall be

subject to the satisfaction of each of the following conditions on or prior to

the Closing Date:

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

Purchaser specified in Section 4 of this Agreement (including, without

limitation, the representations and warranties set forth on Exhibit 2 to this

Agreement) shall be true and correct as of the Closing Date, provided that any

representations and warranties made as of a specified date shall be true and

correct as of such specified date.

(b) All Closing Documents specified in Section 7 of this Agreement,

in such forms as are agreed upon and reasonably acceptable to the Seller or the

Purchaser, as applicable, shall be duly executed and delivered by all

signatories as required pursuant to the respective terms thereof.

(c) The Seller shall have delivered and released to the Purchaser or

its designee all documents required to be delivered to the Purchaser as of the

Closing Date pursuant to Section 2 of this Agreement.

(d) The result of the examination and audit performed by the

Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory

to the Purchaser and its affiliates in their sole determination and the parties

shall have agreed to the form and contents of the Loan Seller Information (as

defined in the Indemnification Agreement) to be disclosed in the Memorandum and

the Prospectus Supplement.

(e) 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 and the Purchaser shall have the ability to comply with all terms and

conditions and perform all duties and obligations required to be complied with

or performed after the Closing Date.

(f) The Seller shall have paid all fees and expenses payable by it

to the Purchaser pursuant to Section 8 hereof.

(g) The Certificates to be so rated shall have been assigned ratings

by each Rating Agency no lower than the ratings specified for each such Class in

the Memorandum and the Prospectus Supplement.

(h) No Underwriter shall have terminated the Underwriting Agreement

and the Initial Purchaser shall not have terminated the Certificate Purchase

Agreement, and neither the Underwriters nor the Initial Purchaser shall have

suspended, delayed or otherwise cancelled the Closing Date.

(i) The Seller shall have received the purchase price for the

Mortgage Loans pursuant to Section 1 hereof.

Each party agrees to use its best efforts to perform its respective

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

Mortgage Loans on the Closing Date.

Section 7. Closing Documents. The Closing Documents shall consist of

the following:

(a) This Agreement duly executed by the Purchaser and the Seller.

(b) A certificate of the Seller, executed by a duly authorized

officer of the Seller and dated the Closing Date, and upon which the Purchaser

and its successors and assigns may rely, to the effect that: (i) the

representations and warranties of the Seller in this Agreement are true and

correct in all material respects on and as of the Closing Date with the same

force and effect as if made on the Closing Date, provided that any

representations and warranties made as of a specified date shall be true and

correct as of such specified date; and (ii) the Seller has complied with all

agreements and satisfied all conditions on its part to be performed or satisfied

on or prior to the Closing Date.

(c) True, complete and correct copies of the Seller's limited

liability company operating agreement and by-laws.

(d) A certificate of existence for the Seller from the Secretary of

State of Delaware dated not earlier than 30 days prior to the Closing Date.

(e) A certificate of the Secretary or Assistant Secretary of the

Seller, dated the Closing Date, and upon which the Purchaser may rely, to the

effect that each individual who, as an officer or representative of the Seller,

signed this Agreement or any other document or certificate delivered on or

before the Closing Date in connection with the transactions contemplated herein,

was at the respective times of such signing and delivery, and is as of the

Closing Date, duly elected or appointed, qualified and acting as such officer or

representative, and the signatures of such persons appearing on such documents

and certificates are their genuine signatures.

(f) An opinion of counsel (which, other than as to the opinion

described in paragraph (vi) below, may be in-house counsel) to the Seller, dated

the Closing Date, substantially to the effect of the following (with such

changes and modifications as the Purchaser may approve and subject to such

counsel's reasonable qualifications):

(i) The Seller is validly existing under Delaware and has full

corporate power and authority to enter into and perform its obligations

under this Agreement.

(ii) This Agreement has been duly authorized, executed and delivered

by the Seller.

(iii) No consent, approval, authorization or order of any federal

court or governmental agency or body is required for the consummation by

the Seller of the transactions contemplated by the terms of this Agreement

except any approvals as have been obtained.

(iv) Neither the execution, delivery or performance of this

Agreement by the Seller, nor the consummation by the Seller of any of the

transactions contemplated by the terms of this Agreement (A) conflicts

with or results in a breach or violation of, or constitutes a default

under, the organizational documents of the Seller, (B) to the knowledge of

such counsel, constitutes a default under any term or provision of any

material agreement, contract, instrument or indenture, to which the Seller

is a party or by which it or any of its assets is bound or results in the

creation or imposition