CGMRC MORTGAGE LOAN PURCHASE AGREEMENT

Exhibit 99.3

CGMRC Mortgage Loan Purchase Agreement

See Attached

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MORTGAGE LOAN PURCHASE AGREEMENT

Pursuant to this Mortgage Loan Purchase Agreement dated as of August 1,

2007 (the "Agreement"), between Citigroup Global Markets Realty Corp. (together

with its successors and permitted assigns hereunder, the "Seller") and CWCapital

Commercial Funding Corp. (together with its successors and permitted assigns

hereunder, the "Purchaser"), the Seller intends to sell and the Purchaser

intends to purchase certain multifamily and commercial mortgage loans

(collectively, the "Mortgage Loans"), as identified on the schedule annexed

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

The Purchaser intends to deposit the Mortgage Loans, together with

other assets, into a trust fund (the "Trust Fund"), the beneficial ownership of

which will be evidenced by multiple classes (each, a "Class") of mortgage

pass-through certificates (the "Certificates") to be identified as the CWCapital

Commercial Funding Corp., COBALT CMBS Commercial Mortgage Trust 2007-C3,

Commercial Mortgage Pass-Through Certificates, Series 2007-C3. One or more "real

estate mortgage investment conduit" ("REMIC") elections will be made with

respect to the Trust Fund. The Certificates will be issued pursuant to a Pooling

and Servicing Agreement (the "Pooling and Servicing Agreement"), to be dated as

of August 1, 2007, among the Purchaser, as depositor, Wachovia Bank, National

Association, as master servicer (the "Master Servicer"), CWCapital Asset

Management LLC, as special servicer (the "Special Servicer"), and Wells Fargo

Bank, N.A., as trustee (the "Trustee"). Capitalized terms used but not defined

herein have the respective meanings set forth in the Pooling and Servicing

Agreement, as in effect on the Closing Date.

The Purchaser has entered into an Underwriting Agreement (the

"Underwriting Agreement"), dated as of August 3, 2007, with Wachovia Capital

Markets, LLC ("Wachovia") and Citigroup Global Markets Inc. ("Citi" and,

together with Wachovia, in such capacity, the "Underwriters"), whereby the

Purchaser will sell to the Underwriters all of the Certificates that are to be

registered under the Securities Act of 1933, as amended (the "Securities Act").

The Purchaser has also entered into a Certificate Purchase Agreement (the

"Certificate Purchase Agreement"), dated as of August 3, 2007, with Wachovia and

Citi (collectively, in such capacity, the "Initial Purchasers"), whereby the

Purchaser will sell to the Initial Purchasers all of the remaining Certificates

(other than the Residual Interest Certificates).

In connection with the transactions contemplated hereby, the Seller,

the Purchaser, the Underwriters and the Initial Purchasers have entered into an

Indemnification Agreement (the "Indemnification Agreement"), dated as of August

3, 2007.

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

agreements set forth herein, the parties agree as follows:

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

Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan

Schedule. The Mortgage Loan Schedule may be amended to reflect the actual

Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The

Mortgage Loans will have an aggregate principal balance of $473,137,534.19 (the

"Citigroup Mortgage Loan Balance") as of the close of business on, with respect

to each Mortgage Loan, its Due Date in August, 2007 (each such date, the

applicable "Cut-off Date"), after giving effect to any and all payments of

principal due thereon on or before such date, whether or not received. The

purchase and sale of the Mortgage Loans shall take place on August 17, 2007, or

such other date as shall be mutually acceptable to the parties hereto (the

"Closing Date"). Adequate consideration shall be paid to the Seller or its

designee by wire transfer in immediately available funds (or by such other

method as shall be mutually acceptable to the parties hereto) on the Closing

Date.

SECTION 2. Conveyance of Mortgage Loans.

(a) Effective as of the Closing Date, subject only to receipt of the

purchase price referred to in Section 1 hereof and satisfaction or waiver of the

conditions to closing set forth in Section 5 hereof, the Seller does hereby

sell, transfer, assign, set over and otherwise convey to the Purchaser, without

recourse, all the right, title and interest of the Seller in and to the Mortgage

Loans identified on the Mortgage Loan Schedule as of such date, subject to the

rights of the holders of any related Companion Loans as specified in the related

Co-Lender Agreement, as applicable, and the Purchaser hereby assumes such

Mortgage Loans, together with the rights and obligations related to such

Mortgage Loans as specified in the related Co-Lender Agreement. The Mortgage

Loan Schedule, as it may be amended, shall conform to the requirements set forth

in this Agreement and the Pooling and Servicing Agreement.

(b) The Purchaser or its assignee shall, subject to the rights of the

holders of any related Companion Loans, as applicable, be entitled to receive

all scheduled payments of principal and interest due after the Cut-off Date, and

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

(other than in respect of principal and interest on the Mortgage Loans due on or

before the Cut-off Date). All scheduled payments of principal and interest due

on or before the Cut-off Date for each Mortgage Loan, but collected after such

date, shall, subject to the rights of the holders of any related Companion

Loans, as applicable, belong to, and be promptly remitted to, the Seller.

(c) On or before the Closing Date, the Seller shall, on behalf of the

initial Purchaser, deliver to and deposit with, or cause to be delivered to and

deposited with, the Trustee a Mortgage File for each Mortgage Loan in accordance

with the terms of, and conforming to the requirements set forth in, the Pooling

and Servicing Agreement; provided that, with respect to any Non-Serviced Trust

Loan, the preceding delivery requirements will be satisfied by delivery of the

original Mortgage Note (and all intervening endorsements) related to such

Non-Serviced Trust Loan and a copy of the "mortgage file" delivered under the

applicable Lead PSA. If the Seller cannot deliver or cause to be delivered the

documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi)

(if recorded) and (a)(viii) of the definition of "Mortgage File" solely because

of delay caused by the public recording or filing office where such document or

instrument has been delivered for recordation, the Seller shall deliver to the

Trustee a copy of the original, certified by the Seller to be a true and

complete copy of the original thereof submitted for recording or filing.

Concurrently with such delivery, the Seller shall deliver, or cause to be

delivered, to the Master Servicer and the Special Servicer copies of the

Mortgage Note, Mortgage(s) and any reserve and cash management agreements with

respect to each Mortgage Loan (other than a Non-Serviced Trust Loan) for which a

Mortgage File is required to be delivered to the Trustee.

(d) For each Mortgage Loan (other than a Non-Serviced Trust Loan) for

which a Mortgage File is required to be delivered to the Trustee, the Seller

shall bear the reasonable out-of-pocket costs and expenses related to recording

or filing, as the case may be, in the appropriate public office for real

property records or Uniform Commercial Code financing statements, as

appropriate, each related assignment of Mortgage and assignment of Assignment of

Leases, in favor of the Trustee referred to in clause (a)(iv) of the definition

of "Mortgage File" and each related UCC-2 and UCC-3 assignment referred to in

clause (a)(viii) of the definition of "Mortgage File." If any such document or

instrument is lost or returned unrecorded or unfiled, as the case may be,

because of a defect therein, then the Seller shall prepare a substitute therefor

or cure such defect or cause such to be done, as the case may be, and the Seller

shall deliver such substitute or corrected document or instrument to the Trustee

(or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing

Agreement, to the then holder of such Mortgage Loan).

(e) The Seller shall deliver, or cause to be delivered, to the Master

Servicer within 10 business days after the Closing Date, all documents and

records that (i) relate to the servicing and administration of the Mortgage

Loans that are Serviced Loans, (ii) are reasonably necessary for the ongoing

administration and/or servicing of the Mortgage Loans that are Serviced Loans

and (iii) are in possession or control of the Seller, together with (x) all

unapplied Escrow Payments and Reserve Funds in the possession or under control

of the Seller that relate to the Mortgage Loans that are Serviced Loans and (y)

a statement indicating which Escrow Payments and Reserve Funds are allocable to

such Serviced Loans), provided that the Seller shall not be required to deliver

any draft documents, privileged or other internal communications, credit

underwriting, due diligence analyses or data or internal worksheets, memoranda,

communications or evaluations.

(f) After the Seller's transfer of the Mortgage Loans to the Purchaser,

as provided herein, the Seller shall not take any action inconsistent with the

Purchaser's ownership of the Mortgage Loans. Except for actions that are the

express responsibility of another party hereunder or under the Pooling and

Servicing Agreement, and further except for actions that the Seller is expressly

permitted to complete subsequent to the Closing Date, the Seller shall, on or

before the Closing Date, take all actions required under applicable law to

effectuate the transfer of the Mortgage Loans by the Seller to the Purchaser.

(g) The Seller shall provide, or cause to be provided, information

necessary for the Master Servicer to produce the initial data with respect to

each Mortgage Loan for the CMSA Financial File and the CMSA Loan Periodic Update

File that are required to be prepared by the Master Servicer pursuant to the

Pooling and Servicing Agreement.

(h) The Seller shall provide the Master Servicer with the Supplemental

Servicer Schedule.

SECTION 3. Representations, Warranties and Covenants of Seller.

(a) The Seller hereby represents and warrants to and covenants with the

Purchaser, as of the date hereof, that:

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

good standing under the laws of the State of New York, is duly qualified as

a foreign organization in good standing in all jurisdictions to the extent

such qualification is necessary to hold and sell the Mortgage Loans or

otherwise comply with its obligations under this Agreement, except where

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

its ability to perform its obligations hereunder, and possesses all

requisite authority and power to carry on its business as currently

conducted by it and to execute, deliver and comply with its obligations

under the terms of this Agreement.

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

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

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

obligation of the Seller, enforceable against the Seller in accordance with

its terms, except as such enforcement may be limited by (A) bankruptcy,

insolvency, reorganization, receivership, moratorium or other similar laws

affecting the enforcement of creditors' rights in general, and (B) general

equity principles (regardless of whether such enforcement is considered in

a proceeding in equity or at law).

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

the Seller's performance and compliance with the terms of this Agreement

will not (A) violate the Seller's organizational documents, (B) violate any

law or regulation or any administrative decree or order to which the Seller

is subject or (C) 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 contract, agreement or other instrument to which

the Seller is a party or by which the Seller is bound.

(iv) The Seller is not in default with respect to any order or decree

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

municipal or other governmental agency or body, which default would

reasonably be expected to have consequences that would, in the Seller's

reasonable and good faith judgment, materially and adversely affect the

condition (financial or other) or operations of the Seller or its

properties or have consequences that would, in the Seller's reasonable and

good faith judgment, materially and adversely affect its performance

hereunder.

(v) The Seller is not a party to or bound by any agreement or

instrument or subject to any organizational document or any other corporate

restriction or any judgment, order, writ, injunction, decree, law or

regulation that would, in the Seller's reasonable and good faith judgment,

materially and adversely affect the ability of the Seller to perform its

obligations under this Agreement or that requires the consent of any third

person to the execution and delivery of this Agreement by the Seller or the

performance by the Seller of its obligations under this Agreement.

(vi) Except for the recordation and/or filing of assignments and other

transfer documents with respect to the Mortgage Loans (other than the

Non-Serviced Trust Loans), as contemplated by Section 2(d), no consent,

approval, authorization or order of, registration or filing with, or notice

to, any court or governmental agency or body, is required for the

execution, delivery and performance by the Seller of or compliance by the

Seller with this Agreement or the consummation of the transactions

contemplated by this Agreement; and no bulk sale law applies to such

transactions.

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

knowledge, threatened against the Seller that would, in the Seller's good

faith and reasonable judgment, prohibit its entering into this Agreement or

materially and adversely affect the performance by the Seller of its

obligations under this Agreement.

(viii) The Seller intends to treat the transfer of the Mortgage Loans

to the Purchaser as a sale for accounting and tax purposes. In connection

with the foregoing, the Seller shall cause all of its records to reflect

such transfer as a sale (as opposed to a secured loan). The consideration

received by the Seller upon the sale of the Mortgage Loans to the Purchaser

will constitute at least reasonably equivalent value and fair consideration

for the Mortgage Loans. The Seller will be solvent at all relevant times

prior to, and will not be rendered insolvent by, the sale of the Mortgage

Loans to the Purchaser. The Seller is not selling the Mortgage Loans to the

Purchaser with any intent to hinder, delay or defraud any of the creditors

of the Seller. After giving effect to its transfer of the Mortgage Loans to

the Purchaser, as provided herein, the value of the Seller's assets, either

taken at their present fair saleable value or at fair valuation, will

exceed the amount of the Seller's debts and obligations, including

contingent and unliquidated debts and obligations of the Seller, and the

Seller will not be left with unreasonably small assets or capital with

which to engage in and conduct its business. The Mortgage Loans do not

constitute all or substantially all of the assets of the Seller. The Seller

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

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

mature.

(ix) No proceedings looking toward liquidation, dissolution or

bankruptcy of the Seller are pending or contemplated.

(b) The Seller hereby makes, for the benefit of the Purchaser, with

respect to each Mortgage Loan, as of the Closing Date or as of such other date

expressly set forth therein, each of the representations and warranties set

forth on Exhibit B attached hereto, except as otherwise set forth on Exhibit C

attached hereto.

SECTION 4. Representations and Warranties of the Purchaser. In order to

induce the Seller to enter into this Agreement, the Purchaser hereby represents

and warrants for the benefit of the Seller as of the date hereof that:

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

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

has the full corporate power and authority and legal right to acquire the

Mortgage Loans from the Seller and to transfer the Mortgage Loans to the

Trustee.

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

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

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

obligation of the Purchaser, enforceable against the Purchaser in

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

bankruptcy, insolvency, reorganization, receivership, moratorium or other

similar laws affecting the enforcement of creditors' rights in general, and

(B) general equity principles (regardless of whether such enforcement is

considered in a proceeding in equity or at law).

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

and the Purchaser's performance and compliance with the terms of this

Agreement will not (A) violate the Purchaser's organizational documents,

(B) violate any law or regulation or any administrative decree or order to

which the Purchaser is subject or (C) 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 contract, agreement or

other instrument to which the Purchaser is a party or by which the

Purchaser is bound.

(iv) Except as may be required under federal or state securities laws

(and which will be obtained on a timely basis), no consent, approval,

authorization or order of, registration or filing with, or notice to, any

governmental authority or court, is required for the execution, delivery

and performance by the Purchaser of or compliance by the Purchaser with

this Agreement, or the consummation by the Purchaser of any transaction

described in this Agreement.

(v) Under GAAP and for federal income tax purposes, the Purchaser will

report the transfer of the Mortgage Loans by the Seller to the Purchaser,

as provided herein, as a sale of the Mortgage Loans to the Purchaser in

exchange for the consideration specified in Section 1 hereof.

(vi) None of the acquisition of the Mortgage Loans by the Purchaser,

the transfer of the Mortgage Loans to the Trustee, or the execution,

delivery or performance of this Agreement by the Purchaser, results or will

result in the creation or imposition of any lien on any of the Purchaser's

assets or property, or conflicts or will conflict with, results or will

result in a breach of, or requires or will require the consent of any third

person or constitutes or will constitute a default under (A) any term or

provision of the Purchaser's certificate of incorporation or bylaws, (B)

any term or provision of any material agreement, contract, instrument or

indenture, to which the Purchaser is a party or by which the Purchaser is

bound, or (C) any law, rule, regulation, order, judgment, writ, injunction

or decree or any court or governmental authority having jurisdiction over

the Purchaser or its assets.

SECTION 5. Notice of Breach; Cure; Repurchase; Covenant of the Seller.

(a) If the Seller discovers or receives notice in accordance with

Section 10 hereof of a Document Defect or a breach of any of its representations

and warranties made pursuant to Section 3(b) hereof (each such breach, a

"Breach") relating to any Mortgage Loan, and such Document Defect or Breach

materially and adversely affects the value of the Mortgage Loan or the related

Mortgaged Property or the interests of the Purchaser in such Mortgage Loan (in

which case any such Document Defect or Breach would be a "Material Document

Defect" or a "Material Breach," as the case may be), then (subject to Section

5(b)) the Seller shall, within 90 days after its discovery or receipt of such

notice of such Material Document Defect or Material Breach (or, in the case of a

Material Document Defect or Material Breach that affects whether a Mortgage Loan

was, as of the Closing Date, is or will continue to be a "qualified mortgage"

within the meaning of the REMIC Provisions (a "Qualified Mortgage"), not later

than 90 days after any party discovering such Material Document Defect or

Material Breach) (such 90-day period, in either case, the "Initial Resolution

Period"), (i) cure such Material Document Defect or Material Breach, as the case

may be, in all material respects, which cure shall include payment of any

Additional Trust Fund Expenses associated therewith, or (ii) repurchase the

affected Mortgage Loan (or any related REO Property, or in the case of any REO

Property related to a Loan Group, the Seller's interest therein) from, and in

accordance with the directions of, the Purchaser or its designee, at a price

equal to the Purchase Price; provided that if (A) any such Material Breach or

Material Document Defect, as the case may be, does not affect whether the

Mortgage Loan was, as of the Closing Date, is or will continue to be a Qualified

Mortgage, (B) such Material Breach or Material Document Defect, as the case may

be, is capable of being cured but not within the applicable Initial Resolution

Period, (C) the Seller has commenced and is diligently proceeding with the cure

of such Material Breach or Material Document Defect, as the case may be, within

the applicable Initial Resolution Period and (D) the Seller shall have delivered

to the Purchaser a certification executed on behalf of the Seller by an officer

thereof confirming that such Material Breach or Material Document Defect, as the

case may be, is not capable of being cured within the applicable Initial

Resolution Period, setting forth what actions the Seller is pursuing in

connection with the cure thereof and stating that the Seller anticipates that

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

cured within an additional period not to exceed 90 days beyond the end of the

applicable Initial Resolution Period, then the Seller shall have such additional

90-day period (the "Resolution Extension Period") to complete such cure or,

failing such, to repurchase the affected Mortgage Loan (or the related Mortgaged

Property) unless, solely in the case of a Material Document Defect, (x) the

Mortgage Loan is, at the end of the Initial Resolution Period, then a Specially

Serviced Mortgage Loan and a Servicing Transfer Event has occurred as a result

of a monetary default or as described in clause (e), clause (f) or clause (g) of

the definition of "Specially Serviced Mortgage Loan" in the Pooling and

Servicing Agreement and (y) the Material Document Defect was identified in a

certification delivered to Seller by the Trustee pursuant to Section 2.02 of the

Pooling and Servicing Agreement not less than 90 days prior to the delivery of

the notice of such Material Document Defect; and provided, further, that, if any

such Material Document Defect is still not cured after the initial 90-day period

and any such additional 90-day period solely due to the failure of the Seller to

have received the recorded document, then the Seller shall be entitled to

continue to defer its cure and repurchase obligations in respect of such

Document Defect so long as the Seller certifies to the Purchaser every 30 days

thereafter that the Document Defect is still in effect solely because of its

failure to have received the recorded document or a copy thereof and that the

Seller is diligently pursuing the cure of such defect (specifying the actions

being taken), except that no such deferral of cure or repurchase may continue

beyond the second anniversary of the Closing Date. Any such repurchase of a

Mortgage Loan shall be on a whole loan, servicing released basis. The Seller

shall have no obligation to monitor the Mortgage Loans regarding the existence

of a Breach or Document Defect, but if the Seller discovers a Material Breach or

Material Document Defect with respect to a Mortgage Loan, it will notify the

Purchaser. Provided that if the Master Servicer has notice of such Material

Document Defect or Material Breach, the Master Servicer shall notify the Seller

if the related Mortgage Loan becomes a Specially Serviced Mortgage Loan during

any applicable cure periods. Any of the following document defects shall be

conclusively presumed to be a Material Document Defect: (a) the absence from the

Mortgage File of the original signed Mortgage Note, together with the

endorsements referred to in clause (a)(i) of the definition of "Mortgage File,"

unless the Mortgage File contains a signed lost note affidavit and indemnity

with respect to the missing Mortgage Note and any missing endorsement that

appears to be regular on its face, (b) other than with respect to a Non-Serviced

Trust Loan, the absence from the Mortgage File of the original executed Mortgage

or a copy of such Mortgage certified by the local authority with which the

Mortgage was recorded, in each case with evidence of recording thereon, that

appears to be regular on its face, unless there is included in the Mortgage File

a copy of the executed Mortgage and a certificate stating that the original

signed Mortgage was sent for recordation, (c) other than with respect to a

Non-Serviced Trust Loan, the absence from the Mortgage File of the original or a

copy of the lender's title insurance policy, together with all endorsements or

riders (or copies thereof) that were issued with or subsequent to the issuance

of such policy, or marked up insurance binder or title commitment which is

marked as a binding commitment and countersigned by title company, insuring the

priority of the Mortgage as a first lien on the Mortgaged Property, (d) other

than with respect to a Non-Serviced Trust Loan, the absence from the Mortgage

File of any intervening assignments required to create a complete chain of

assignment to the Trustee on behalf of the Trust and a certificate stating that

the original intervening assignments were sent for recordation, unless there is

included in the Mortgage File a certified copy of the intervening assignment,

(e) other than with respect to a Non-Serviced Trust Loan, the absence from the

Mortgage File of a copy of the ground lease with respect to any leasehold

mortgages or (f) other than with respect to a Non-Serviced Trust Loan, the

absence from the Servicing File of any original letter of credit.

(b) If (x) any Mortgage Loan is subject to a Material Breach or

Material Document Defect and would otherwise be required to be repurchased as

contemplated by Section 5(a), (y) such Mortgage Loan is a Cross-Collateralized

Mortgage Loan or is secured by a portfolio of Mortgaged Properties, and (z) the

applicable Material Breach of Material Document Defect does not constitute a

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

related Cross-Collateralized Mortgage Loan or applies to only specific Mortgaged

Properties in such portfolio, the Purchaser or its designee shall use reasonable

efforts, subject to the terms of the related Mortgage Loans, to prepare and, to

the extent necessary and appropriate, have executed by the related Mortgagor and

record, such documentation as may be necessary to (i) in the case of a

Cross-Collateralized Group, terminate the cross-collateralization between the

Mortgage Loans in such Cross-Collateralized Group that are to be repurchased, on

the one hand, and the remaining Mortgage Loans 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 or (ii) in the case of Mortgage Loan secured by a portfolio of Mortgaged

Properties, release the affected Mortgaged Properties from the

cross-collateralization of the Mortgage Loan; provided that, if such

Cross-Collateralized Group is still subject to the Pooling and Servicing

Agreement, then no such termination shall be effected unless and until (i) the

Purchaser or its designee has received from the Seller (A) an Opinion of Counsel

to the effect that such termination or release will not cause an Adverse REMIC

Event to occur with respect to any REMIC Pool or an Adverse Grantor Trust Event

to occur with respect to the Grantor Trust and (B) a written confirmation from

each Rating Agency that such termination or release will not cause an Adverse

Rating Event to occur with respect to any Class of Certificates, (ii) the debt

service coverage ratio for the four preceding calendar quarters for all of the

Mortgage Loans relating to such Cross-Collateralized Group remaining is not less

than 0.05x below the debt service coverage ratio for all Mortgage Loans of such

Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage

Loan secured by a portfolio of Mortgaged Properties (including the affected

Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set

forth in the Prospectus Supplement, (iii) the loan-to-value ratio for all of the

Mortgage Loans of such Cross-Collateralized Group remaining is not greater than

5% more than the loan-to-value ratio for all Mortgage Loans of such

Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage

Loan secured by a portfolio of Mortgaged Properties (including the affected

Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set

forth in the Prospectus Supplement, and (iv) the Directing Holder (if one is

acting) has consented (which consent shall not be unreasonably withheld and

shall be deemed to have been given if no written objection is received by the

Seller within 10 Business Days of the Directing Holder's receipt of a written

request for such consent); and provided, further, that the Seller may, at its

option, purchase the entire Cross-Collateralized Group or Mortgage Loan in lieu

of terminating the cross-collateralization or a release of the affected

Mortgaged Properties from the cross-collateralization of the Mortgage Loan. In

the event that the cross-collateralization of any Cross-Collateralized Group is

terminated or any Mortgaged Property related to a Mortgage Loan secured by a

portfolio of Mortgaged Properties is released pursuant to this paragraph, the

Seller may elect either to repurchase only the affected Cross-Collateralized

Mortgage Loan or Mortgaged Properties as to which the Material Breach or

Material Document Defect exists or to repurchase the aggregate

Cross-Collateralized Mortgage Loans or Mortgaged Properties. All reasonable

costs and expenses incurred by the Purchaser or its designee pursuant to this

paragraph shall be included in the calculation of Purchase Price for the

Mortgage Loan(s) to be repurchased. If the cross-collateralization of any

Cross-Collateralized Group is not or cannot be terminated as contemplated by

this paragraph, then, for purposes of (i) determining whether any Breach or

Document Defect, as the case may be, is a Material Breach or Material Document

Defect, and (ii) the application of remedies, such Cross-Collateralized Group

shall be treated as a single Mortgage Loan.

It shall be a condition to any repurchase of a Mortgage Loan by the

Seller pursuant to Section 5(a) that (i) the Purchaser shall have executed and

delivered such instruments of endorsement, transfer or assignment then presented

to it by the Seller, in each case without recourse, as shall be necessary to

vest in the Seller the legal and beneficial ownership of such Mortgage Loan

(including any property acquired in respect thereof or proceeds of any insurance

policy with respect thereto), to the extent that such ownership interest was

transferred to the Purchaser hereunder; (ii) the Purchaser shall deliver to the

Seller all portions of the Mortgage File and other documents pertaining to such

Mortgage Loan; and (iii) the Purchaser shall release to the Seller any escrow

payments or reserve funds held by it, or on its behalf, in respect of such

Mortgage Loan. If any Mortgage Loan is to be repurchased as contemplated by

Section 5(a), the Seller shall amend the Mortgage Loan Schedule to reflect the

removal of such Mortgage Loan and shall forward such amended schedule to the

Purchaser.

(c) The Seller hereby acknowledges and agrees that any modification of

the Mortgage Loan pursuant to a workout, foreclosure, sale or other liquidation

pursuant to, and in accordance with, the Pooling and Servicing Agreement shall

not constitute a defense to any repurchase claim disputed by the Seller nor

shall such modification change the Purchase Price due from the Seller for any

repurchase claim. In the event of any such modification, the Seller hereby

agrees to repurchase the Mortgage Loan as modified, if the Seller is required to

or elects to repurchase such Mortgage Loan in accordance with the terms of this

Section 5. Any sale of the related Mortgage Loan, or foreclosure upon such

Mortgage Loan and sale of the successor REO Property, shall be without (i)

recourse of any kind (either expressed or implied) by such Person against the

Seller and (ii) representation or warranty of any kind (either expressed or

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

(d) 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 successor REO Property or Mortgage Loan) shall not prejudice any claim

against the Seller for repurchase of the REO Mortgage Loan or successor REO

Property, which claim shall be made in accordance with this Section 5. If a

court of competent jurisdiction issues a final order that the Seller is or was

obligated to repurchase the related Mortgage Loan or the successor REO 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 9.01 of the Pooling and Servicing Agreement, the

Seller will be obligated to pay to the Trust the difference between (i) any

Liquidation Proceeds received upon such liquidation net of Liquidation Expenses

and (ii) the Purchase Price; provided that the prevailing party in such action

shall be entitled to recover from the other party all costs, fees and expenses

(including reasonable attorneys fees) related thereto.

(e) [Reserved].

(f) It is understood and agreed that the obligations of the Seller set

forth in Section 5(a) to cure any Material Breach or Material Document Defect or

to repurchase the affected Mortgage Loan constitute the sole remedies available

to the Purchaser with respect to any Breach or Document Defect.

(g) Notwithstanding the foregoing, if there exists a Breach of that

portion of the representation or warranty on the part of the Seller set forth

in, or made pursuant to, paragraph 38 of Exhibit B to this Agreement,

specifically relating to whether or not the Mortgage Loan documents or any

particular Mortgage Loan document for any Mortgage Loan requires the related

Mortgagor to bear reasonable costs and expenses associated with a defeasance, as

set forth in paragraph 38 (any such costs or expenses, referred to herein as

"Covered Costs"), then the Purchaser or its designee will direct the Seller in

writing to wire transfer to the Custodial Account, within 90 days of receipt of

such direction, the amount of any such reasonable costs and expenses incurred by

the Trust that (i) otherwise would have been required to be paid by the

Mortgagor if such representation or warranty with respect to such costs and

expenses had in fact been true, as set forth in the related representation or

warranty, (ii) have not been paid by the Mortgagor, (iii) are the basis of such

Breach and (iv) constitute "Covered Costs." Upon payment of such costs, the

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

such payment is made, this paragraph describes the sole remedy available to the

Purchaser regarding any such Breach, regardless of whether it constitutes a

Material Breach, and the Seller shall not be obligated to otherwise cure such

Breach or repurchase the affected Mortgage Loan under any circumstances.

(h) For so long as the Trust Fund is subject to the reporting

requirements of the Exchange Act, the Seller shall provide the Purchaser and the

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

Disclosure set forth next to the Purchaser's name on Exhibit P and Exhibit Q of

the Pooling and Servicing Agreement within the time periods set forth in the

Pooling and Servicing Agreement.

SECTION 6. Closing. The closing of the sale of the Mortgage Loans (the

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

One World Financial Center, New York, NY 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:

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

in or made pursuant to Sections 3(a) and 3(b) of this Agreement, and all of the

representations and warranties of the Purchaser set forth in Section 4 of this

Agreement, shall be true and correct in all material respects as of the Closing

Date;

(b) Insofar as it affects the obligations of the Seller hereunder, the

Pooling and Servicing Agreement shall be in a form mutually acceptable to the

Purchaser and the Seller;

(c) All documents specified in Section 7 of this Agreement (the

"Closing Documents"), in such forms as are reasonably acceptable to the

Purchaser and the Seller, shall be duly executed and delivered by all

signatories as required pursuant to the respective terms thereof;

(d) The Seller shall have delivered and released to the Trustee (or a

Custodian on its behalf), the Master Servicer and the Special Servicer all

documents and funds required to be delivered to the Trustee, the Master Servicer

and the Special Servicer, respectively, pursuant to Section 2 of this Agreement;

(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 in all

material respects, 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;

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

the Purchaser or otherwise pursuant to this Agreement; and

(g) 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 7. Closing Documents. The Closing Documents shall consist of

the following:

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

(b) The Pooling and Servicing Agreement duly executed by the parties

thereto;

(c) The Indemnification Agreement duly executed by the parties thereto;

(d) A Certificate of the Seller, executed by a duly authorized officer

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

Underwriters and the Initial Purchasers may rely, to the effect that the Seller

has, in all material respects, complied with all the agreements and satisfied

all the conditions on its part that are required under this Agreement to be

performed or satisfied at or prior to the Closing Date;

(e) An Officer's Certificate from an officer of the Seller, dated the

Closing Date, and upon which the Purchaser, the Underwriters and the Initial

Purchasers may rely, to the effect that each individual who, as an officer or

representative of the Seller, signed this Agreement, the Indemnification

Agreement or any other document or certificate delivered on or before the

Closing Date in connection with the transactions contemplated herein or in the

Indemnification Agreement, 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 or certificates are their genuine signatures, or

such other statement relating to incumbency that is acceptable to the Purchaser,

the Underwriters and the Initial Purchasers;

(f) As certified by an officer of the Seller, true and correct copies

of (i) the resolutions of the board of directors authorizing the Seller's

entering into the transactions contemplated by this Agreement and the

Indemnification Agreement, (ii) the organizational documents of the Seller, and

(iii) a certificate of good standing of the Seller issued by the Secretary of

State of the State of New York as of a recent date;

(g) A favorable opinion of counsel to the Seller, subject to customary

exceptions and carveouts, dated the Closing Date and addressed to the Purchaser,

the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request,

the other parties to the Pooling and Servicing Agreement, together with such

other opinions of such counsel as may be required by the Rating Agencies in

connection with the transactions contemplated hereby;

(h) A favorable opinion of in-house counsel to the Seller, subject to

customary exceptions and carveouts, dated the Closing Date and addressed to the

Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and,

upon request, the other parties to the Pooling and Servicing Agreement; and

(i) A letter of counsel of the Seller, subject to customary exceptions

and carveouts, dated the Closing Date and addressed to the Underwriters, to the

effect that nothing has come to such counsel's attention that would lead such

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

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

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

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

Mortgage Loans, in the light of the circumstances under which they were made,

not misleading.

SECTION 8. Costs. The reasonable out-of-pocket costs and expenses

incurred by the Seller, each other mortgage loan seller, the Purchaser, the

Underwriters and the Initial Purchasers in connection with the securitization of

the Mortgage Loans and the other transactions contemplated by this Agreement,

the Underwriting Agreement and the Certificate Purchase Agreement shall be

payable as set forth in a separate writing among such parties on the Closing

Date.

SECTION 9. Grant of a Security Interest. The parties hereto agree that

it is their express intent that the conveyance of the Mortgage Loans by the

Seller to the Purchaser as provided in Section 2 hereof be, and be construed as,

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

of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other

obligation of the Seller. However, if, notwithstanding the aforementioned intent

of the parties, the Mortgage Loans are held to be property of the Seller, then

it is the express intent of the parties that: (i) such conveyance shall be

deemed to be a pledge of the Mortgage Loans by the Seller to the Purchaser to

secure a debt or other obligation of the Seller; (ii) this Agreement shall be

deemed to be a security agreement within the meaning of Articles 8 and 9 of the

applicable Uniform Commercial Code; (iii) the conveyance provided for in Section

2 hereof 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 in and to the

Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in

accordance with the terms thereof, and all proceeds of the conversion, voluntary

or involuntary, of the foregoing into cash, instruments, securities or other

property; (iv) the assignment to the Trustee of the interest of the Purchaser in

and to the Mortgage Loans shall be deemed to be an assignment of any security

interest created hereunder; (v) the possession by the Trustee or any of its

agents, including, without limitation, the Custodian, of the Mortgage Notes for

the Mortgage Loans, and such other items of property as constitute instruments,

money, negotiable documents or chattel paper shall be deemed to be "possession

by the secured party" for purposes of perfecting the security interest pursuant

to Section 9-313 of the applicable Uniform Commercial Code; and (vi)

notifications to persons (other than the Trustee) holding such property, and

acknowledgments, receipts or confirmations from such persons holding such

property, shall be deemed notifications to, or acknowledgments, receipts or

confirmations f