EXHIBIT 10.3 MORTGAGE LOAN PURCHASE AGREEMENT

EXHIBIT 10.3

MORTGAGE LOAN PURCHASE AGREEMENT

This Mortgage Loan Purchase Agreement, dated as of August 1, 2007

(this "Agreement"), is entered into between KeyBank National Association (the

"Seller") and Merrill Lynch Mortgage Investors, Inc. (the "Purchaser").

The Seller intends to sell and the Purchaser intends to purchase

certain multifamily, commercial and manufactured housing community mortgage

loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan

Schedule") annexed hereto as Schedule II. The Purchaser intends to deposit the

Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage

Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of which

will be evidenced by multiple classes of mortgage pass-through certificates (the

"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")

elections will be made with respect to most of the Trust Fund. The Trust Fund

will be created and the Certificates will be issued pursuant to a Pooling and

Servicing Agreement, dated as of August 1, 2007 (the "Pooling and Servicing

Agreement"), among the Purchaser as depositor, KeyCorp Real Estate Capital

Markets, Inc. as master servicer no. 1 (in such capacity, "Master Servicer No.

1" and, also a "Master Servicer"), Wells Fargo Bank, National Association as

master servicer no. 2 ("Master Servicer No. 2" and, also a "Master Servicer"),

Midland Loan Services, Inc. as special servicer (in such capacity, the "Special

Servicer") and LaSalle Bank National Association as trustee (in such capacity,

the "Trustee") and custodian (in such capacity, the "Custodian"). Capitalized

terms used but not defined herein (including the schedules attached hereto) have

the respective meanings set forth in the Pooling and Servicing Agreement.

The Purchaser has entered into an Underwriting Agreement, dated as

of August 17, 2007 (the "Underwriting Agreement"), with Merrill Lynch, Pierce,

Fenner & Smith Incorporated ("Merrill Lynch") for itself and as representative

of Countrywide Securities Corporation ("Countrywide Securities"), KeyBanc

Capital Markets Inc. ("KBCM"), Banc of America Securities LLC ("Banc of America

Securities"), Bear, Stearns & Co. Inc. ("BSCI", Merrill Lynch, Countrywide

Securities, KBCM, Banc of America Securities and BSCI, collectively, 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 Purchaser has also entered into a

Certificate Purchase Agreement, dated as of August 17, 2007 (the "Certificate

Purchase Agreement"), with Merrill Lynch for itself and as representative of

Countrywide Securities and KBCM (collectively, in such capacity, the "Initial

Purchasers"), whereby the Purchaser will sell to the Initial Purchasers all of

the remaining Certificates.

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 delivered to the

Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have

an aggregate principal balance of $423,678,518 (the "KeyBank Mortgage Loan

Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The KeyBank

Mortgage Loan Balance, together with the aggregate principal balance of the

Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments

due on or before such date, whether or not such payments are received), is

expected to equal an aggregate principal balance (the "Cut-off Date Pool

Balance") of $2,435,364,704 (subject to a variance of plus or minus 5%).

The purchase and sale of the Mortgage Loans shall take place on

August 28, 2007 or such other date as shall be mutually acceptable to the

parties to this Agreement (the "Closing Date"). The consideration (the "Purchase

Consideration") for the Mortgage Loans shall be equal to (i) 95.75401224042600%

of the KeyBank Mortgage Loan Balance as of the Cut-off Date, plus (ii)

$1,864,939, which amount represents the amount of interest accrued on the

KeyBank Mortgage Loan Balance, as agreed to by the Seller and the Purchaser.

The Purchase Consideration shall be paid to the Seller or its

designee by wire transfer in immediately available funds on the Closing Date.

SECTION 2. Conveyance of Mortgage Loans.

(a) Effective as of the Closing Date, subject only to the Seller's

receipt of the Purchase Consideration and the satisfaction or waiver of the

conditions to closing set forth in Section 5 of this Agreement (which conditions

shall be deemed to have been satisfied or waived upon the Seller's receipt of

the Purchase Consideration), the Seller does hereby sell, transfer, assign, set

over and otherwise convey to the Purchaser, without recourse (except as set

forth in this Agreement), 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,

on a servicing released basis (subject to certain agreements regarding servicing

as provided in the Pooling and Servicing Agreement, sub-servicing agreements

permitted thereunder and the Servicing Rights Purchase Agreement (as defined in

Section 6(a)(iii) hereof)), together with all of the Seller's right, title and

interest in and to the proceeds of any related title, hazard, primary mortgage

or other insurance proceeds. 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 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 but collected after the Cut-off Date, and

recoveries of principal and interest collected on or before the Cut-off Date

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

before the Cut-off Date and principal prepayments thereon), shall belong to, and

be promptly remitted to, the Seller.

(c) The Seller hereby represents and warrants that it has or will

have, on behalf of the Purchaser, delivered to the Custodian (i) on or before

the Closing Date, the documents and instruments specified below with respect to

each Mortgage Loan that are Specially Designated Mortgage Loan Documents and

(ii) on or before the date that is 30 days after the Closing Date, the remaining

documents and instruments specified below that are not Specially Designated

Mortgage Loan Documents with respect to each Mortgage Loan (the documents and

instruments specified below and referred to in clauses (i) and (ii) preceding,

collectively, a "Mortgage File"). All Mortgage Files so delivered will be held

by the Custodian in escrow for the benefit of the Seller at all times prior to

the Closing Date. The Mortgage File with respect to each Mortgage Loan that is a

Serviced Trust Mortgage Loan shall contain the following documents:

(i) (A) the original executed Mortgage Note for the subject Mortgage

Loan, including any power of attorney related to the execution thereof (or

a lost note affidavit and indemnity with a copy of such Mortgage Note

attached thereto), together with any and all intervening endorsements

thereon, endorsed on its face or by allonge attached thereto (without

recourse, representation or warranty, express or implied) to the order of

LaSalle Bank National Association, as trustee for the registered holders

of ML-CFC Commercial Mortgage Trust 2007-8, Commercial Mortgage

Pass-Through Certificates, Series 2007-8, or in blank, and (B) in the case

of a Loan Combination, a copy of the executed Mortgage Note for each

related Non-Trust Loan;

(ii) an original or copy of the Mortgage, together with originals or

copies of any and all intervening assignments thereof, in each case

(unless not yet returned by the applicable recording office) with evidence

of recording indicated thereon or certified by the applicable recording

office;

(iii) an original or copy of any related Assignment of Leases (if

such item is a document separate from the Mortgage), together with

originals or copies of any and all intervening assignments thereof, in

each case (unless not yet returned by the applicable recording office)

with evidence of recording indicated thereon or certified by the

applicable recording office;

(iv) an original executed assignment, in recordable form (except for

completion of the assignee's name and address (if the assignment is

delivered in blank) and any missing recording information or a certified

copy of that assignment as sent for recording), of (a) the Mortgage, (b)

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

the Mortgage) and (c) any other recorded document relating to the subject

Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle

Bank National Association, as trustee for the registered holders of ML-CFC

Commercial Mortgage Trust 2007-8, Commercial Mortgage Pass-Through

Certificates, Series 2007-8 (or, in the case of a Loan Combination, in

favor of LaSalle Bank National Association, as trustee for the registered

holders of ML-CFC Commercial Mortgage Trust 2007-8, Commercial Mortgage

Pass-Through Certificates, Series 2007-8, and in its capacity as lead

lender on behalf of the holder(s) of the related Non-Trust Loan(s)), or in

blank;

(v) an original assignment of all unrecorded documents relating to

the Mortgage Loan (to the extent not already assigned pursuant to clause

(iv) above) in favor of LaSalle Bank National Association, as trustee for

the registered holders of ML-CFC Commercial Mortgage Trust 2007-8,

Commercial Mortgage Pass-Through Certificates, Series 2007-8 (or, in the

case of a Loan Combination, in favor of LaSalle Bank National Association,

as trustee for the registered holders of ML-CFC Commercial Mortgage Trust

2007-8, Commercial Mortgage Pass-Through Certificates, Series 2007-8, and

in its capacity as lead lender on behalf of the holder(s) of the related

Non-Trust Loan(s)), or in blank;

(vi) originals or copies of any consolidation, assumption,

substitution and modification agreements in those instances where the

terms or provisions of the Mortgage or Mortgage Note have been

consolidated or modified or the subject Mortgage Loan has been assumed;

(vii) the original or a copy of the policy or certificate of

lender's title insurance or, if such policy has not been issued or

located, an original or copy of an irrevocable, binding commitment (which

may be a pro forma policy or a marked version of the policy that has been

executed by an authorized representative of the title company or an

agreement to provide the same pursuant to binding escrow instructions

executed by an authorized representative of the title company) to issue

such title insurance policy;

(viii) any filed copies or other evidence of filing of any prior UCC

Financing Statements in favor of the originator of the subject Mortgage

Loan or in favor of any assignee prior to the Trustee (but only to the

extent the Seller had possession of such UCC Financing Statements prior to

the Closing Date) and, if there is an effective UCC Financing Statement in

favor of the Seller on record with the applicable public office for UCC

Financing Statements, a UCC Financing Statement assignment, in form

suitable for filing in favor of LaSalle Bank National Association, as

trustee for the registered holders of ML-CFC Commercial Mortgage Trust

2007-8, Commercial Mortgage Pass-Through Certificates, Series 2007-8, as

assignee (or, in the case of a Loan Combination, in favor of LaSalle Bank

National Association, as trustee for the registered holders of ML-CFC

Commercial Mortgage Trust 2007-8, Commercial Mortgage Pass-Through

Certificates, Series 2007-8, and in its capacity as lead lender on behalf

of the holder(s) of the related Non-Trust Loan(s)), or in blank;

(ix) an original or a copy of any Ground Lease, guaranty or ground

lessor estoppel;

(x) an original or a copy of any intercreditor agreement relating to

permitted debt of the Mortgagor and any intercreditor agreement relating

to mezzanine debt related to the Mortgagor;

(xi) an original or a copy of any loan agreement, any escrow or

reserve agreement, any security agreement, any management agreement, any

agreed upon procedures letter, any lockbox or cash management agreements,

any environmental reports or any letter of credit (which letter of credit

shall not be delivered in original form to the Trustee but rather to the

applicable Master Servicer), in each case relating to the subject Mortgage

Loan;

(xii) with respect to a Mortgage Loan secured by a hospitality

property, a signed copy of any franchise agreement and/or franchisor

comfort letter; and

(xiii) if such Trust Mortgage Loan is part of a Loan Combination, an

original or a copy of the related Loan Combination Intercreditor

Agreement.

The foregoing Mortgage File delivery requirement shall be subject to

Section 2.01(c) of the Pooling and Servicing Agreement.

(d) The Seller shall retain an Independent third party (the

"Recording/Filing Agent") that shall, as to each Mortgage Loan, promptly (and in

any event within 180 days following the later of the Closing Date and the

delivery of each Mortgage, Assignment of Leases, recordable document and UCC

Financing Statement to the Custodian) cause to be submitted for recording or

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

records or UCC Financing Statements, each assignment of Mortgage, assignment of

Assignment of Leases and any other recordable documents relating to each such

Mortgage Loan in favor of the Trustee that is referred to in clause (iv) of the

definition of "Mortgage File" and each UCC Financing Statement assignment in

favor of the Trustee that is referred to in clause (viii) of the definition of

"Mortgage File." Each such assignment and UCC Financing Statement assignment

shall reflect that the recorded original should be returned by the public

recording office to the Custodian following recording, and each such assignment

and UCC Financing Statement assignment shall reflect that the file copy thereof

should be returned to the Custodian following filing; provided, that in those

instances where the public recording office retains the original assignment of

Mortgage or assignment of Assignment of Leases, the Recording/Filing Agent shall

obtain therefrom a certified copy of the recorded original. 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

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

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

The Seller shall bear the out-of-pocket costs and expenses of all

such recording, filing and delivery contemplated in the preceding paragraph,

including, without limitation, any costs and expenses that may be incurred by

the Custodian in connection with any such recording, filing or delivery

performed by the Custodian at the Seller's request and the fees of the

Recording/Filing Agent.

(e) All such other relevant documents and records that (a) relate to

the administration or servicing of the Mortgage Loans, (b) are reasonably

necessary for the ongoing administration and/or servicing of such Mortgage Loans

by the applicable Master Servicer (which, for purposes of this Agreement, shall

be KeyCorp Real Estate Capital Markets, Inc. with respect to all of the Mortgage

Loans) in connection with its duties under the Pooling and Servicing Agreement,

and (c) are in the possession or under the control of the Seller, together with

all unapplied escrow amounts and reserve amounts in the possession or under the

control of the Seller that relate to the Mortgage Loans, shall be delivered or

caused to be delivered by the Seller to the applicable Master Servicer (or, at

the direction of the applicable Master Servicer, to the appropriate

sub-servicer); provided that the Seller shall not be required to deliver any

draft documents, privileged or other communications, credit underwriting, legal

or other due diligence analyses, credit committee briefs or memoranda or other

internal approval documents or data or internal worksheets, memoranda,

communications or evaluations.

The Seller agrees to use reasonable efforts to deliver to the

Custodian, for its administrative convenience in reviewing the Mortgage Files, a

mortgage loan checklist for each Mortgage Loan. The foregoing sentence

notwithstanding, the failure of the Seller to deliver a mortgage loan checklist

or a complete mortgage loan checklist shall not give rise to any liability

whatsoever on the part of the Seller to the Purchaser, the Custodian or any

other person because the delivery of the mortgage loan checklist is being

provided to the Custodian solely for its administrative convenience.

(f) The Seller shall take such actions as are reasonably necessary

to assign or otherwise grant to the Trust Fund the benefit of any letters of

credit in the name of the Seller, which secure any Mortgage Loan.

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 national banking association duly organized,

validly existing and in good standing under the laws of the United States

and the Seller has taken all necessary corporate action to authorize the

execution, delivery and performance of this Agreement by it, and has the

power and authority to execute, deliver and perform this Agreement and all

transactions contemplated hereby.

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

and delivered by the Seller, all requisite action by the Seller's

directors and officers has been taken in connection therewith, 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 against the Seller in accordance with

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

to bankruptcy, insolvency, fraudulent transfer, reorganization,

receivership, conservatorship or moratorium, (B) other laws relating to or

affecting the rights of creditors generally, or (C) 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 articles of association or bylaws, (B)

violate any law or regulation or any administrative decree or order to

which it 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,

which default might 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 materially and adversely affect its performance hereunder.

(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 might

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 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 articles of association, bylaws 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 of this Agreement or the performance

by the Seller of its obligations under this Agreement (except to the

extent such consent has been obtained).

(vi) No consent, approval, authorization or order of 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 except as have previously been obtained, and no bulk sale law

applies to such transactions.

(vii) None of the sale of the Mortgage Loans by the Seller, the

transfer of the Mortgage Loans to the Trustee, and the execution, delivery

or performance of this Agreement by the Seller, results or will result in

the creation or imposition of any lien on any of the Seller's assets or

property that would have a material adverse effect upon the Seller's

ability to perform its duties and obligations under this Agreement or

materially impair the ability of the Purchaser to realize on the Mortgage

Loans.

(viii) There is no action, suit, proceeding or investigation pending

or to the knowledge of the Seller, threatened against the Seller in any

court or by or before any other governmental agency or instrumentality

which would, in the Seller's good faith and reasonable judgment, prohibit

its entering into this Agreement or materially and adversely affect the

validity of this Agreement or the performance by the Seller of its

obligations under this Agreement.

(ix) Under generally accepted accounting principles ("GAAP") and for

federal income tax purposes, the Seller will report the transfer of the

Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the

Purchaser in exchange for consideration consisting of a cash amount equal

to the Purchase Consideration. 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.

(x) The prospectus supplement dated August 17, 2007 (the "Prospectus

Supplement"), which supplements the base prospectus dated May 10, 2007

(the "Prospectus"), contains all the information that is required to be

provided in respect of the Seller (that arise from its role as "sponsor"

(within the meaning of Regulation AB)), the Mortgage Loans, the related

Mortgagors and the related Mortgaged Properties pursuant to Regulation AB.

For purpose of this Agreement, "Regulation AB" shall mean Subpart 229.1100

- Asset Backed Securities (Regulation AB), 17 C.F.R.

ss.ss.229.1100-229.1123, as such may be amended from time to time, and

subject to such clarification and interpretation as have been provided by

the Commission in the adopting release (Asset-Backed Securities,

Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (Jan. 7,

2005)) or by the staff of the Commission, or as may be provided by the

Commission or its staff from time to time.

(b) The Seller hereby makes the representations and warranties

contained in Schedule I hereto for the benefit of the Purchaser and the Trustee

for the benefit of the Certificateholders as of the Closing Date (unless a

different date is specified therein), with respect to (and solely with respect

to) each Mortgage Loan, subject, however, to the exceptions set forth on Annex A

to Schedule I of this Agreement.

(c) If the Seller discovers or receives written notice of a Document

Defect or a Breach relating to a Mortgage Loan pursuant to Section 2.03(a) of

the Pooling and Servicing Agreement, then the Seller shall, not later than 90

days from such discovery or receipt of such notice (or, in the case of a

Document Defect or Breach relating to a Mortgage Loan not being a "qualified

mortgage" within the meaning of the REMIC Provisions (a "Qualified Mortgage"),

not later than 90 days from any party to the Pooling and Servicing Agreement

discovering such Document Defect or Breach, provided the Seller receives such

notice in a timely manner), if such Document Defect or Breach materially and

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

Certificateholders therein, cure such Document Defect or Breach, as the case may

be, in all material respects, which shall include payment of losses and any

Additional Trust Fund Expenses associated therewith or, if such Document Defect

or Breach (other than omissions due solely to a document not having been

returned by the related recording office) cannot be cured within such 90-day

period, (i) repurchase the affected Mortgage Loan (which, for the purposes of

this clause (i), shall include an REO Loan) at the applicable Purchase Price (as

defined in the Pooling and Servicing Agreement) not later than the end of such

90-day period or (ii) substitute a Qualified Substitute Mortgage Loan for such

affected Mortgage Loan (which, for purposes of this clause (ii), shall include

an REO Loan) not later than the end of such 90-day period (and in no event later

than the second anniversary of the Closing Date) and pay the applicable Master

Servicer for deposit into its Collection Account any Substitution Shortfall

Amount in connection therewith; provided, however, that, unless the Document

Defect or Breach would cause the Mortgage Loan not to be a Qualified Mortgage,

if such Document Defect or Breach is capable of being cured but not within such

90-day period and the Seller has commenced and is diligently proceeding with the

cure of such Document Defect or Breach within such 90-day period, the Seller

shall have an additional 90 days to complete such cure (or, failing such cure,

to repurchase or substitute the related Mortgage Loan (which, for purposes of

such repurchase or substitution, shall include an REO Loan)); and provided,

further, that with respect to such additional 90-day period, the Seller shall

have delivered an officer's certificate to the Trustee setting forth the

reason(s) such Document Defect or Breach is not capable of being cured within

the initial 90-day period and what actions the Seller is pursuing in connection

with the cure thereof and stating that the Seller anticipates that such Document

Defect or Breach will be cured within the additional 90-day period; and

provided, further, that no Document Defect (other than with respect to the

Specially Designated Mortgage Loan Documents) shall be considered to materially

and adversely affect the interests of the Certificateholders or the value of the

related Mortgage Loan unless the document with respect to which the Document

Defect exists is required in connection with an imminent enforcement of the

mortgagee's rights or remedies under the related Mortgage Loan, defending any

claim asserted by any Mortgagor or third party with respect to the Mortgage

Loan, establishing the validity or priority of any lien or any collateral

securing the Mortgage Loan or for any immediate servicing obligations.

A Document Defect or Breach (which Document Defect or Breach

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

interests of the Certificateholders therein) as to a Mortgage Loan that is

cross-collateralized and cross-defaulted with one or more other Mortgage Loans

(each, a "Crossed Loan" and such Crossed Loans, collectively, a "Crossed Loan

Group"), which Document Defect or Breach does not constitute a Document Defect

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

Group (without regard to this paragraph) and is not cured as provided for above,

shall be deemed to constitute a Document Defect or Breach, as the case may be,

as to each other Crossed Loan in the subject Crossed Loan Group for purposes of

this paragraph and the Seller shall be required to repurchase or substitute all

such Crossed Loans unless (1) the weighted average debt service coverage ratio

for all the remaining Crossed Loans for the four calendar quarters immediately

preceding such repurchase or substitution is not less than the weighted average

debt service coverage ratio for all such Crossed Loans, including the affected

Crossed Loan, for the four calendar quarters immediately preceding such

repurchase or substitution, and (2) the weighted average loan to-value ratio for

the remaining Crossed Loans, determined at the time of repurchase or

substitution, based upon an appraisal obtained by the Special Servicer at the

expense of the Seller shall not be greater than the weighted average

loan-to-value ratio for all such Crossed Loans, including the affected Crossed

Loan determined at the time of repurchase or substitution, based upon an

appraisal obtained by the Special Servicer at the expense of the Seller;

provided, that if such debt service coverage and loan-to-value criteria are

satisfied, any other Crossed Loan (that is not the Crossed Loan directly

affected by the subject Document Defect or Breach), shall be released from its

cross-collateralization and cross-default provision so long as such Crossed Loan

(that is not the Crossed Loan directly affected by the subject Document Defect

or Breach) is held in the Trust Fund; and provided, further, that the repurchase

or replacement of less than all such Crossed Loans and the release of any

Crossed Loan from a cross-collateralization and cross-default provision shall be

further subject to (i) the delivery by the Seller to the Trustee, at the expense

of the Seller, of an Opinion of Counsel to the effect that such release would

not cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the

Code or result in the imposition of any tax on "prohibited transactions" or

"contributions" after the Startup Day under the REMIC Provisions and (ii) the

consent of the Controlling Class Representative (if one is then acting), which

consent shall not be unreasonably withheld or delayed. In the event that one or

more of such other Crossed Loans satisfy the aforementioned criteria, the Seller

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

as to which the related Document Defect or Breach exists or to repurchase or

substitute for all of the Crossed Loans in the related Crossed Loan Group. All

documentation relating to the termination of the cross-collateralization

provisions of a Crossed Loan being repurchased shall be prepared at the expense

of the Seller and, where required, with the consent of the related Mortgagor.

For a period of two years from the Closing Date, so long as there remains any

Mortgage File relating to a Mortgage Loan as to which there is any uncured

Document Defect or Breach known to the Seller, the Seller shall provide, once

every ninety days, the officer's certificate to the Trustee described above as

to the reason(s) such Document Defect or Breach remains uncured and as to the

actions being taken to pursue cure; provided, however, that, without limiting

the effect of the foregoing provisions of this Section 3(c), if such Document

Defect or Breach shall materially and adversely affect the value of such

Mortgage Loan or the interests of the holders of the Certificates therein

(subject to the second and third provisos in the sole sentence of the preceding

paragraph), the Seller shall in all cases on or prior to the second anniversary

of the Closing Date either cause such Document Defect or Breach to be cured or

repurchase or substitute for the affected Mortgage Loan (for the avoidance of

doubt, the foregoing two-year period shall not be deemed to be a time limitation

on Seller's right to cure a Document Defect or Breach as set forth in this

Section 3). The delivery of a commitment to issue a policy of lender's title

insurance as described in representation 8 set forth on Schedule I hereto in

lieu of the delivery of the actual policy of lender's title insurance shall not

be considered a Document Defect or Breach with respect to any Mortgage File if

such actual policy of insurance is delivered to the Custodian not later than the

180th day following the Closing Date.

To the extent that the Seller is required to repurchase or

substitute for a Crossed Loan hereunder in the manner prescribed above in this

Section 3(c) while the Trustee continues to hold any other Crossed Loans in such

Crossed Loan Group, the Seller and the Purchaser shall not enforce any remedies

against the other's Primary Collateral (as defined below), but each is permitted

to exercise remedies against the Primary Collateral securing its respective

Crossed Loan(s), so long as such exercise does not materially impair the ability

of the other party to exercise its remedies against the Primary Collateral

securing the Crossed Loan(s) held thereby.

If the exercise by one party would materially impair the ability of

the other party to exercise its remedies with respect to the Primary Collateral

securing the Crossed Loan(s) held by such party, then the Seller and the

Purchaser shall forbear from exercising such remedies until the Mortgage Loan

documents evidencing and securing the relevant Crossed Loans can be modified in

a manner consistent with this Agreement to remove the threat of material

impairment as a result of the exercise of remedies or some other mutually agreed

upon accommodation can be reached. Any reserve or other cash collateral or

letters of credit securing the Crossed Loans shall be allocated between such

Crossed Loans in accordance with the Mortgage Loan documents, or, if the related

Mortgage Loan documents do not so provide, then on a pro rata basis based upon

their outstanding Stated Principal Balances. Notwithstanding the foregoing, if a

Crossed Loan is modified to terminate the related cross-collateralization and/or

cross-default provisions, the Seller shall furnish to the Trustee an Opinion of

Counsel that such modification shall not cause an Adverse REMIC Event.

For purposes hereof, "Primary Collateral" shall mean the Mortgaged

Property directly securing a Crossed Loan and excluding any property as to which

the related lien may only be foreclosed upon by exercise of

cross-collateralization provisions of such Mortgage Loans.

Notwithstanding any of the foregoing provisions of this Section

3(c), if there is a Document Defect or Breach (which Document Defect or Breach

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

interests of the Certificateholders therein) with respect to one or more

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

obligated to repurchase or substitute the Mortgage Loan if (i) the affected

Mortgaged Property(ies) may be released pursuant to the terms of any partial

release provisions in the related Mortgage Loan documents (and such Mortgaged

Property(ies) are, in fact, released) and to the extent not covered by the

applicable release price (if any) required under the related Mortgage Loan

documents, the Seller pays (or causes to be paid) any additional amounts

necessary to cover all reasonable out-of-pocket expenses reasonably incurred by

the applicable Master Servicer, the Special Servicer, the Trustee, the Custodian

or the Trust Fund in connection with such release, (ii) the remaining Mortgaged

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

documents and the Seller provides an opinion of counsel to the effect that such

release would not cause either of REMIC I or REMIC II to fail to qualify as a

REMIC under the Code or result in the imposition of any tax on "prohibited

transactions" or "contributions" after the Startup Day under the REMIC

Provisions and (iii) each Rating Agency then rating the Certificates shall have

provided written confirmation that such release would not cause the then-current

ratings of the Certificates rated by it to be qualified, downgraded or

withdrawn.

The foregoing provisions of this Section 3(c) notwithstanding, the

Purchaser's sole remedy (subject to the last sentence of this paragraph) for a

breach of representation 30 set forth on Schedule I hereto shall be the cure of

such breach by the Seller, which cure shall be effected through the payment by

the Seller of such costs and expenses (without regard to whether such costs and

expenses are material or not) specified in such representation that have not, at

the time of such cure, been received by the applicable Master Servicer or the

Special Servicer from the related Mortgagor and not a repurchase or substitution

of the related Mortgage Loan. Following the Seller's remittance of funds in

payment of such costs and expenses, the Seller shall be deemed to have cured the

breach of representation 30 in all respects. To the extent any fees or expenses

that are the subject of a cure by the Seller are subsequently obtained from the

related Mortgagor, the cure payment made by the Seller shall be returned to the

Seller. Notwithstanding the prior provisions of this paragraph, the Seller,

acting in its sole discretion, may effect a repurchase or substitution (in

accordance with the provisions of this Section 3(c) setting forth the manner in

which a Mortgage Loan may be repurchased or substituted) of a Mortgage Loan, as

to which representation 30 set forth on Schedule I has been breached, in lieu of

paying the costs and expenses that were the subject of the breach of

representation 30 set forth on Schedule I.

(d) In connection with any permitted repurchase or substitution of

one or more Mortgage Loans contemplated hereby, upon receipt of a certificate

from a Servicing Officer certifying as to the receipt of the applicable Purchase

Price (as defined in the Pooling and Servicing Agreement) or Substitution

Shortfall Amount(s), as applicable, in the applicable Master Servicer's

Collection Account, and, if applicable, the delivery of the Mortgage File(s) and

the Servicing File(s) for the related Qualified Substitute Mortgage Loan(s) to

the Custodian and the applicable Master Servicer, respectively, (i) the Trustee

shall be required to execute and deliver such endorsements and assignments as

are provided to it by the applicable Master Servicer or the Seller, in each case

without recourse, representation or warranty, as shall be necessary to vest in

the Seller the legal and beneficial ownership of each repurchased Mortgage Loan

or substituted Mortgage Loan, as applicable, (ii) the Trustee, the Custodian,

the applicable Master Servicer and the Special Servicer shall each tender to the

Seller, upon delivery to each of them of a receipt executed by the Seller, all

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

Loan possessed by it, and (iii) the applicable Master Servicer and the Special

Servicer shall release to the Seller any Escrow Payments and Reserve Funds held

by it in respect of such repurchased or deleted Mortgage Loan(s).

At the time a substitution is made, the Seller shall deliver the

related Mortgage File to the Custodian and certify that the substitute Mortgage

Loan is a Qualified Substitute Mortgage Loan.

No substitution of a Qualified Substitute Mortgage Loan or Qualified

Substitute Mortgage Loans may be made in any calendar month after the

Determination Date for such month. Periodic Payments due with respect to any

Qualified Substitute Mortgage Loan after the related date of substitution shall

be part of REMIC I, as applicable. No substitution of a Qualified Substitute

Mortgage Loan for a deleted Mortgage Loan shall be permitted under this

Agreement if, after such substitution, the aggregate of the Stated Principal

Balances of all Qualified Substitute Mortgage Loans which have been substituted

for deleted Mortgage Loans exceeds 10% of the aggregate Cut-off Date Balance of

all the Mortgage Loans and the Other Mortgage Loans. Periodic Payments due with

respect to any Qualified Substitute Mortgage Loan on or prior to the related

date of substitution shall not be part of the Trust Fund or REMIC I.

(e) This Section 3 provides the sole remedies available to the

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

Certificateholders, respecting any Document Defect in a Mortgage File or any

Breach of any representation or warranty set forth in or required to be made

pursuant to this Section 3.

SECTION 4. Representations, Warranties and Covenants of the

Purchaser. In order to induce the Seller to enter into this Agreement, the

Purchaser hereby represents, warrants and covenants for the benefit of the

Seller as of the date hereof that:

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

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

has taken all necessary corporate action to authorize the execution, delivery

and performance of this Agreement by it, and has the power and authority to

execute, deliver and perform this Agreement and all transactions contemplated

hereby.

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

and delivered by the Purchaser, all requisite action by the Purchaser's

directors and officers has been taken in connection therewith, and (assuming the

due authorization, execution and delivery hereof by the Seller) this Agreement

constitutes the valid, legal and binding agreement of the Purchaser, enforceable

against the Purchaser in accordance with its terms, except as such enforcement

may be limited by (A) laws relating to bankruptcy, insolvency, fraudulent

transfer, reorganization, receivership, conservatorship or moratorium, (B) other

laws relating to or affecting the rights of creditors generally, or (C) general

equity principles (regardless of whether such enforcement is considered in a

proceeding in equity or at law).

(c) 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 articles of incorporation or bylaws, (B)

violate any law or regulation or any administrative decree or order to which it

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, which default might have consequences

that would, in the Purchaser's reasonable and good faith judgment, materially

and adversely affect the condition (financial or other) or operations of the

Purchaser or its properties or have consequences that would materially and

adversely affect its performance hereunder.

(d) The Purchaser is not a party to or bound by any agreement or

instrument or subject to any articles of association, bylaws or any other

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

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

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

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

person to the execution of this Agreement or the performance by the Purchaser of

its obligations under this Agreement (except to the extent such consent has been

obtained).

(e) 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, under federal or state law, 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.

(f) 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

a sale of the Mortgage Loans to the Purchaser in exchange for consideration

consisting of a cash amount equal to the aggregate Purchase Consideration.

(g) There is no action, suit, proceeding or investigation pending or

to the knowledge of the Purchaser, threatened against the Purchaser in any court

or by or before any other governmental agency or instrumentality which would

materially and adversely affect the validity of this Agreement or any action

taken in connection with the obligations of the Purchaser contemplated herein,

or which would be likely to impair materially the ability of the Purchaser to

enter into and/or perform under the terms of this Agreement.

(h) The Purchaser 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 might have

consequences that would, in the Purchaser's reasonable and good faith judgment,

materially and adversely affect the condition (financial or other) or operations

of the Purchaser or its properties or might have consequences that would

materially and adversely affect its performance hereunder.

SECTION 5. Closing. The closing of the sale of the Mortgage Loans

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

LLP 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) All documents specified in Section 6 of this Agreement (the

"Closing Documents"), in such forms as are agreed upon and acceptable to the

Purchaser, the Seller, the Underwriters and their respective counsel in their

reasonable discretion, 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 Custodian

and the applicable Master Servicer, respectively, all documents represented to

have been or required to be delivered to the Custodian and the applicable Master

Servicer pursuant to Section 2 of this Agreement;

(d) 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 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;

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

to the Purchaser or otherwise pursuant to this Agreement as of the Closing Date;

(f) One or more letters from the independent accounting firm of

Ernst & Young LLP, in form satisfactory to the Purchaser and relating to certain

information regarding the Mortgage Loans and Certificates as set forth in the

Prospectus and Prospectus Supplement, respectively, shall have been delivered;

and

(g) The Seller shall have executed and delivered concurrently

herewith that certain Indemnification Agreement, dated as of August 17, 2007,

among the Seller, Countrywide Commercial Real Estate Finance, Inc., Merrill

Lynch Mortgage Lending, Inc., the Purchaser, the Underwriters and the Initial

Purchasers. Both parties agree to use their best reasonable 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 6. Closing Documents. The Closing Documents shall consist of

the following:

(a) (i) This Agreement duly executed by the Purchaser and the

Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties

thereto and (iii) the agreement(s) pursuant to which the servicing rights with

respect to the Mortgage Loans are being sold to the applicable Master Servicer

(such agreement(s), individually and/or collectively, the "Servicing Rights

Purchase Agreement");

(b) An officer's 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: (i) the representations and warranties of the Seller in this Agreement are

true and correct in all material respects at and as of the Closing Date with the

same effect as if made on such date; and (ii) 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;

(c) An officer's certificate from an officer of the Seller (signed

in his/her capacity as an officer), 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, the Indemnification

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

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

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;

(d) Each of: (i) the resolutions of the Seller's board of directors

or a committee thereof authorizing the Seller's entering into the transactions

contemplated by this Agreement, (ii) the articles of association and bylaws of

the Seller, and (iii) a certificate of corporate existence of the Seller issued

by the Office of the Comptroller of the Currencey not earlier than thirty (30)

days prior to the Closing Date;

(e) A written opinion of counsel for the Seller relating to

organizational and enforceability matters (which opinion may be from in-house

counsel, outside counsel or a combination thereof), reasonably satisfactory to

the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and

addressed to the Purchaser, the Trustee, the Custodian, the Underwriters, the

Initial Purchasers and each of the Rating Agencies, together with such other

written opinions, including as to insolvency matters, as may be required by the

Rating Agencies; and

(f) Such further certificates, opinions and documents as the

Purchaser may reasonably request prior to the Closing Date.

SECTION 7. Costs. Whether or not this Agreement is terminated, both

the Seller and the Purchaser shall pay their respective share of the transaction

expenses incurred in connection with the transactions contemplated herein as set

forth in the closing statement prepared by the Purchaser and delivered to and

approved by the Seller on or before the Closing Date, and in the memorandum of

understanding to which the Seller and the Purchaser (or an affiliate thereof)

are parties with respect to the transactions contemplated by this Agreement.

SECTION 8. Grant of a Security Interest. It is the express intent of

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

the Purchaser as provided in Section 2 of this Agreement 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, (a) it is the express intent of the parties that such conveyance be deemed

a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt

or other obligation of the Seller, and (b) (i) this Agreement shall also be

deemed to be a security agreement within the meaning of Article 9 of the UCC of

the applicable jurisdiction; (ii) the conveyance provided for in Section 2 of

this Agreement 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, including without limitation, all amounts, other than investment

earnings (other than investment earnings required by Section 3.19(a) of the

Pooling and Servicing Agreement to offset Prepayment Interest Shortfalls), from

time to time held or invested in the applicable Master Servicer's Collection

Account, the Distribution Account or, if established, the REO Account whether in

the form of cash, instruments, securities or other property; (iii) the

assignment to the Trustee of the interest of the Purchaser as contemplated by

Section 1 of this Agreement shall be deemed to be an assignment of any security

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

agents, including, without limitation, the Custodian, of the Mortgage Notes, 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 UCC of the applicable jurisdiction; and (v) notifications to persons (other

than the Trustee) holding such property, and acknowledgments, receipts or

confirmations from persons (other than the Trustee) holding such property, shall

be deemed notifications to, or acknowledgments, receipts or confirmations from,

financial intermediaries, bailees or agents (as applicable) of the secured party

for the purpose of perfecting such security interest under applicable law. The

Seller and the Purchaser shall, to the extent consistent with this Agreement,

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

deemed to create a security interest in the Mortgage Loans, 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 this

Agreement and the Pooling and Servicing Agreement. The Seller does hereby

consent to the filing by the Purchaser of financing statements relating to the

transactions contemplated hereby without the signature of the Seller.

SECTION 9. Notice of Exchange Act Reportable Events. The Seller

hereby agrees to deliver to the Purchaser any disclosure information relating to

any event, specifically relating to the Seller, reasonably determined in good

faith by the Purchaser as required to be reported on Form 8-K, Form 10-D or Form

10-K by the Trust (in formatting reasonably appropriate for inclusion in such

form) insofar as such disclosure is required under Item 1117 or 1119 of

Regulation AB or Item 1.03 to Form 8-K. The Seller shall use reasonable efforts

to deliver proposed disclosure language relating to any event, specifically

relating to the Seller (in its role as Sponsor), described under Item 1117 or

1119 of Regulation AB or Item 1.03 to Form 8-K to the Purchaser as soon as

reasonably practicable after the Seller becomes aware of such event and in no

event more than two business days following the occurrence of such event if such

event is reportable under Item 1.03 to Form 8-K. The obligation of the Seller to

provide the above referenced disclosure materials in any fiscal year of the

Trust will terminate upon the Trustee's filing of a Form 15 with respect to the

Trust as to that fiscal year in accordance with Section 8.16 of the Pooling and

Servicing Agreement or the reporting requirements with respect to the Trust

under the Securities Exchange Act of 1934, as amended (the "1934 Act"), have

otherwise automatically suspended. The Seller hereby acknowledges that the

information to be provided by it pursuant to this Section 9 will be used in the

preparation of reports on Form 8-K, Form 10-D or Form 10-K with respect to the

Trust as required under the 1934 Act and any applicable rules promulgated

thereunder and as required under Regulation AB.

SECTION 10. Notices. All notices, copies, requests, consents,

demands and other communications required hereunder shall be in writing and sent

either by certified mail (return receipt requested) or by courier service (proof

of delivery requested) and also by facsimile transmission to the intended

recipient at the "Address for Notices" specified for such party on Exhibit A

hereto, or as to either party, at such other address as shall be designated by

such party in a notice hereunder to the other party. Except as otherwise

provided in this Agreement, all such communications shall be deemed to have been

duly given when received (in the case of a notice sent by mail or courier

service) or transmitted (in the case of a faxed notice), in each case given or

addressed as aforesaid.

SECTION 11. Representations, Warranties and Agreements to Survive

Delivery. All representations, warranties and agreements contained in this

Agreement, incorporated herein by reference or contained in the certificates of

officers of the Seller submitted pursuant hereto, shall remain operative and in

full force and effect and shall survive delivery of the Mortgage Loans by the

Seller to the Purchaser (and by the Purchaser to the Trustee).

SECTION 12. Severability of Provisions. Any part, provision,

representation, warranty or covenant of this Agreement that is prohibited or

which is held to be void or unenforceable shall be ineffective to the extent of

such prohibition or unenforceability without invalidating the remaining

provisions hereof. Any part, provision, representation, warranty or covenant of

this Agreement that is prohibited or unenforceable or is held to be void or

unenforceable in any particular jurisdiction shall, as to such jurisdiction, be

ineffective to the extent of such prohibition or unenforceability without

invalidating the remaining provisions hereof, and any such prohibition or

unenforceability in any particular jurisdiction shall not invalidate or render

unenforceable such provision in any other jurisdiction. To the extent permitted

by applicable law, the parties hereto waive any provision of law that prohibits

or renders void or unenforceable any provision hereof.

SECTION 13. Counterparts. This Agreement may be executed in any

number of counterparts, each of which shall be an original, but which together

shall constitute one and the same agreement.

SECTION 14. GOVERNING LAW; WAIVER OF TRIAL BY JURY. THIS AGREEMENT

AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO

SHALL BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW

YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW

YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT. THE PARTIES HERETO

HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY

IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR

OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS

CONTEMPLATED HEREBY.

SECTION 15. Attorneys' Fees. If any legal action, suit or proceeding

is commenced between the Seller and the Purchaser regarding their respective

rights and obligations under this Agreement, the prevailing party shall be

entitled to recover, in addition to damages or other relief, costs and expenses,

attorneys' fees and court costs (including, without limitation, expert witness

fees). As used herein, the term "prevailing party" shall mean the party that

obtains the principal relief it has sought, whether by compromise settlement or

judgment. If the party that commenced or instituted the action, suit or

proceeding shall dismiss or discontinue it without the concurrence of the other

party, such other party shall be deemed the prevailing party.

SECTION 16. Further Assurances. The Seller and the Purchaser agree

to execute and deliver such instruments and take such further actions as the

other party may, from time to time, reasonably request in order to effectuate

the purposes and to carry out the terms of this Agreement.

SECTION 17. Successors and Assigns. The rights and obligations of

the Seller under this Agreement shall not be assigned by the Seller without the

prior written consent of the Purchaser, except that any person into which the

Seller may be merged or consolidated, or any corporation resulting from any

merger, conversion or consolidation to which the Seller is a party, or any

person succeeding to all or substantially all of the business of the Seller,

shall be the successor to the Seller hereunder. The Purchaser has the right to

assign its interest under this Agreement, in whole or in part, as may be

required to effect the purposes of the Pooling and Servicing Agreement, and the

assignee shall, to the extent of such assignment, succeed to the rights and

obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement

shall bind and inure to the benefit of and be enforceable by the Seller, the

Purchaser, the Underwriters (as intended third party beneficiaries hereof), the

Initial Purchasers (also as intended third party beneficiaries hereof) and their

permitted successors and assigns. This Agreement is enforceable by the

Underwriters, the Initial Purchasers and the other third party beneficiaries

hereto in all respects to the same extent as if they had been signatories

hereof.

SECTION 18. Amendments. No term or provision of this Agreement may

be waived or modified unless such waiver or modification is in writing and

signed by a duly authorized officer of the party hereto against whom such waiver

or modification is sought to be enforced. The Seller's obligations hereunder

shall in no way be expanded, changed or otherwise affected by any amendment of

or modification to the Pooling and Servicing Agreement, including, without

limitation, any defined terms therein, unless the Seller has consented to such

amendment or modification in writing.

SECTION 19. Accountants' Letters. The parties hereto shall cooperate

with Ernst & Young LLP in making available all information and taking all steps

reasonably necessary to permit such accountants to deliver the letters required

by the Underwriting Agreement and the Certificate Purchase Agreement.

SECTION 20. Knowledge. Whenever a representation or warranty or

other statement in this Agreement (including, without limitation, Schedule I

hereto) is made with respect to a Person's "knowledge," such statement refers to

such Person's employees or agents who were or are responsible for or involved

with the indicated matter and have actual knowledge of the matter in question.

SECTI