GS MORTGAGE SECURITIES CORPORATION II, PURCHASER, WACHOVIA BANK, NATIONAL ASSOCIATION, SELLER MORTGAGE LOAN PURCHASE AGREEMENT

EXHIBIT 10.3

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GS MORTGAGE SECURITIES CORPORATION II,

PURCHASER,

WACHOVIA BANK, NATIONAL ASSOCIATION,

SELLER

MORTGAGE LOAN PURCHASE AGREEMENT

Dated as of July 1, 2007

Series 2007-GG10

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

of July 1, 2007, is between GS Mortgage Securities Corporation II, a Delaware

corporation, as purchaser (the "Purchaser"), and Wachovia Bank, National

Association, a national banking association, as seller (the "Seller").

Capitalized terms used in this Agreement not defined herein shall

have the meanings ascribed to them in the Pooling and Servicing Agreement, dated

as of July 1, 2007 (the "Pooling and Servicing Agreement"), 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"),

pursuant to which the Purchaser will transfer the mortgage loan identified on

Exhibit A (the "Mortgage Loan Schedule") as 119 West 40th Street (the "Joint

Loan") and certain other commercial mortgage loans to a trust fund (the "Trust

Fund") and the Trust Fund will issue certificates representing ownership

interests in such mortgage loans. The Purchaser will sell the Class A-1, Class

A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class

B, Class C, Class D, Class E and Class F Certificates (the "Offered

Certificates") to the underwriters (the "Underwriters") specified in the

Underwriting Agreement, dated as of June 21, 2007 (the "Underwriting

Agreement"), between the Purchaser and the Underwriters, and the Purchaser will

sell the Class X, Class G, Class H, Class J, Class K, Class L, Class M, Class N,

Class O, Class P, Class Q, Class S, Class R and Class LR Certificates (the

"Private Certificates") to the initial purchasers (the "Initial Purchasers")

specified in the Certificate Purchase Agreement, dated as of June 21, 2007 (the

"Certificate Purchase Agreement"), between the Purchaser and Initial Purchasers.

The Seller desires to sell a 50% pari passu interest in the Joint

Loan to the Purchaser under this Agreement. The Seller's 50% interest in the

Joint Loan is evidenced by a separate promissory note (the "Seller Note") in the

principal balance as of the Cut-Off Date of $80,000,000. Greenwich Capital

Financial Products, Inc. (the "Other Seller") will sell a 50% pari passu

interest in the Joint Loan to the Purchaser pursuant to a Mortgage Loan Purchase

Agreement, dated as of the date hereof (the "Other Mortgage Loan Purchase

Agreement"). For purposes of this Agreement, the Seller's 50% pari passu

interest in the Joint Loan that is being sold to the Purchaser under this

Agreement is referred to herein as the "Mortgage Loan"; provided that for

purposes of Exhibit B to this Agreement, the term "Mortgage Loan" shall refer to

the Joint Loan. The Other Seller's 50% pari passu interest in the Joint Loan

that is being sold to the Purchaser under the Other Mortgage Loan Purchase

Agreement is referred to herein as the "Other Seller Interest."

The Purchaser and the Seller wish to prescribe the manner of sale of

the Mortgage Loan from the Seller to the Purchaser and in consideration of the

premises and the mutual agreements hereinafter set forth, agree as follows:

SECTION 1 Sale and Conveyance of Mortgages; Possession of Mortgage

File. The Seller does hereby sell, transfer, assign, set over and convey to the

Purchaser the Mortgage Loan including all interest and principal received on or

with respect to the Mortgage Loan after the Cut-off Date (other than payments of

principal and interest first due on the Mortgage Loan on or before the Cut-off

Date). Upon the sale of the Mortgage Loan, the ownership of the related Note,

the Seller's interest in the related Mortgage and the other contents of the

related Mortgage File, will be vested in the Purchaser and immediately

thereafter the Trustee, and the ownership of records and documents with respect

to the Mortgage Loan prepared by or which come into the possession of the Seller

shall immediately vest in the Purchaser and immediately thereafter the Trustee.

between the Purchaser and Initial Purchasers.

The sale and conveyance of the Mortgage Loan is being conducted on

an arms-length basis and upon commercially reasonable terms. As the purchase

price for the Mortgage Loan, the Purchaser shall pay to the Seller or at the

Seller's direction $79,426,925.91 (excluding accrued interest and certain

post-settlement adjustment for expenses incurred by the Underwriters on behalf

of the Depositor). The purchase and sale of the Mortgage Loan shall take place

on the Closing Date.

SECTION 2 Books and Records; Certain Funds Received After the

Cut-off Date. From and after the sale of the Mortgage Loan to the Purchaser,

record title to the related Mortgage and the related Note shall be transferred

to the Trustee in accordance with this Agreement. Any funds due after the

Cut-off Date in connection with the Mortgage Loan received by the Seller shall

be held in trust for the benefit of the Trustee as the owner of the Mortgage

Loan and shall be transferred promptly to the Trustee. 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 Loan

due on or before the Cut-off Date and principal prepayments thereon), shall

belong to, and shall be promptly remitted to, the Seller.

The transfer of the Mortgage Loan shall be reflected on the Seller's

balance sheets and other financial statements as a sale of the Mortgage Loan by

the Seller to the Purchaser. The Seller intends to treat the transfer of the

Mortgage Loan to the Purchaser as a sale for tax purposes.

The transfer of the Mortgage Loan shall be reflected on the

Purchaser's balance sheets and other financial statements as the purchase of the

Mortgage Loan by the Purchaser from the Seller. The Purchaser intends to treat

the transfer of the Mortgage Loan from the Seller as a purchase for tax

purposes. The Purchaser shall be responsible for maintaining, and shall

maintain, a set of records for the Mortgage Loan which shall be clearly marked

to reflect the transfer of ownership of the Mortgage Loan by the Seller to the

Purchaser pursuant to this Agreement.

SECTION 3 Delivery of Mortgage Loan Documents; Additional Costs and

Expenses. (a) The Purchaser hereby directs the Seller, and the Seller hereby

agrees, upon the transfer of the Mortgage Loan contemplated herein, to deliver

or cause to be delivered to the Trustee or a Custodian appointed thereby on the

dates set forth in Section 2.01 of the Pooling and Servicing Agreement, all

documents, instruments and agreements required to be delivered by the Purchaser

to the Trustee with respect to the Mortgage Loan under Section 2.01 of the

Pooling and Servicing Agreement, and meeting all the requirements of such

Section 2.01, provided that the Seller shall not be required to deliver any

draft documents, privileged communications, credit underwriting, due diligence

analyses or data or internal worksheets, memoranda, communications or

evaluations.

(b) The Seller shall deliver to the Master Servicer within 10

business days after the Closing Date, documents and records that (i) relate to

the servicing and administration of the Mortgage Loan, (ii) are reasonably

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

(including any asset summaries related to the Mortgage Loan that were delivered

to the Rating Agencies in connection with the rating of the Certificates) and

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

unapplied Escrow Payments in the possession or under control of the Seller that

relate to the Mortgage Loan and (y) a statement indicating which Escrow Payments

are allocable to the Mortgage Loan); provided that the Seller shall not be

required to deliver any draft documents, privileged or other communications,

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

memoranda, communications or evaluations.

(c) Notwithstanding anything to the contrary in this Agreement, with

respect to the Joint Loan, the delivery of the required documents by the Seller

or the related Other Seller shall satisfy the delivery requirements of the

Seller under this Section 3 except with respect to the Seller Note.

SECTION 4 Treatment as a Security Agreement. Pursuant to Section 1

hereof, the Seller has conveyed to the Purchaser all of its right, title and

interest in and to the Mortgage Loan. The parties intend that such conveyance of

the Seller's right, title and interest in and to the Mortgage Loan pursuant to

this Agreement shall constitute a purchase and sale and not a loan. If such

conveyance is deemed to be a pledge and not a sale, then the parties also intend

and agree that the Seller shall be deemed to have granted, and in such event

does hereby grant, to the Purchaser, a first priority security interest in all

of its right, title and interest in, to and under the Mortgage Loan, all

payments of principal or interest on the Mortgage Loan due after the Cut-off

Date, all other payments made in respect of the Mortgage Loan after the Cut-off

Date (other than scheduled payments of principal and interest due on or before

the Cut-off Date) and all proceeds thereof, and that this Agreement shall

constitute a security agreement under applicable law. If such conveyance is

deemed to be a pledge and not a sale, the Seller consents to the Purchaser

hypothecating and transferring such security interest in favor of the Trustee

and transferring the obligation secured thereby to the Trustee.

SECTION 5 Covenants of the Seller. The Seller covenants with the

Purchaser as follows:

(a) It shall record or cause a third party to record in the

appropriate public recording office for real property the assignments of the

Mortgage Loan, assignments of assignment of leases, rents and profits and the

assignments of Mortgage and each related UCC-2 and UCC-3 financing statement

referred to in the definition of Mortgage File from the Seller to the Trustee in

connection with the Pooling and Servicing Agreement. The Seller shall pay all

out of pocket costs and expenses relating to the recordation or filing of such

assignments, assignments of Mortgage and financing statements with respect to

the Mortgage Loan (which shall be its pro rata share of all out of pocket costs

and expenses relating to the recordation or filing of such assignments,

assignments of Mortgage and financing statements with respect to the Joint

Loan). If any such document or instrument is lost or returned unrecorded or

unfilled, as the case may be, because of a defect therein, then the Seller shall

prepare a substitute therefor or cure such defect of 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, the then holder of the

Mortgage Loan)(it being understood that the delivery of such substitute or

corrected documents by the Seller or the Other Seller shall satisfy the delivery

requirements of the Seller hereunder except with respect to the Seller Note).

(b) It shall take any action reasonably required by the Purchaser,

the Trustee or the Servicer in order to assist and facilitate the transfer of

the servicing of the Mortgage Loan to the Servicer, including effectuating the

transfer of any letters of credit with respect to the Mortgage Loan to the

Servicer on behalf of the Trustee for the benefit of Certificateholders. Prior

to the date that a letter of credit with respect to the Mortgage Loan is

transferred to the Servicer, the Seller will cooperate with the reasonable

requests of the Master Servicer or Special Servicer, as applicable, in

connection with effectuating a draw under such letter of credit as required

under the terms of the related Loan Documents.

(c) The Seller shall provide the Master Servicer the initial data

with respect to the 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 and the Supplemental Servicer

Schedule (it being understood that the delivery of such data by the Seller or

the Other Seller shall satisfy the delivery requirements of the Seller

hereunder).

(d) If during the period of time that the Underwriters are required,

under applicable law, to deliver a prospectus related to the Offered

Certificates in connection with sales of the Offered Certificates by an

Underwriter or a dealer and the Seller has obtained actual knowledge of

undisclosed or corrected information related to an event that occurred prior to

the Closing Date, which event causes the Seller Information previously provided

to be incorrect or untrue, and which directly results in a material misstatement

or omission in the Prospectus Supplement, including Annex A, Annex B, Annex C-1,

Annex C-2 or Annex D thereto and the CD-ROM and the Diskette included therewith

(collectively, the "Public Offering Documents"), and as a result the

Underwriters' legal counsel has determined that it is necessary to amend or

supplement the Public Offering Documents in order to make the statements

therein, in the light of the circumstances when the Prospectus is delivered to a

purchaser, not misleading, or to make the Public Offering Documents in

compliance with applicable law, the Seller shall (to the extent that such

amendment or supplement solely relates to the Seller Information at the expense

of the Seller, do all things reasonably necessary to assist the Depositor to

prepare and furnish to the Underwriters, such amendments or supplements to the

Public Offering Documents as may be necessary so that the statements in the

Public Offering Documents, as so amended or supplemented, will not, in the light

of the circumstances when the Prospectus is delivered to a purchaser, be

misleading and will comply with applicable law. (All terms under this clause (d)

and not otherwise defined in this Agreement shall have the meanings set forth in

the Indemnification Agreement, dated June 21, 2007, between the Seller and the

Purchaser (the "Indemnification Agreement" and, together with this Agreement,

the "Operative Documents")).

(e) 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

Paying Agent with any Additional Form 10-D Disclosure and any Additional Form

10-K Disclosure set forth next the Seller's name on Exhibit U and Exhibit V of

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

Pooling and Servicing Agreement.

SECTION 6 Representations and Warranties.

(a) The Seller represents and warrants to the Purchaser as of the

date hereof and as of the Closing Date that:

(i) The Seller is a national banking association, duly organized,

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

with full power and authority to own its assets and conduct its business,

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 Loan 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 the Seller has taken all necessary action to authorize the

execution, delivery and performance under the Operative Documents and has

duly executed and delivered this Agreement and the Indemnification

Agreement, and has the power and authority to execute, deliver and perform

under this Agreement and each other Operative Document and all the

transactions contemplated hereby and thereby, including, but not limited

to, the power and authority to sell, assign, transfer, set over and convey

the Mortgage Loan in accordance with this Agreement;

(ii) Assuming the due authorization, execution and delivery of each

Operative Document by each party thereto other than the Seller, each

Operative Document will constitute 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 bankruptcy,

insolvency, reorganization, moratorium or other similar laws affecting the

enforcement of creditors' rights generally, and by general principles of

equity (regardless of whether such enforceability is considered in a

proceeding in equity or at law);

(iii) The execution and delivery of each Operative Document by the

Seller and the performance of its obligations hereunder and thereunder

will not conflict with any provision of any law or regulation to which the

Seller is subject, or conflict with, result in a breach of, or constitute

a default under, any of the terms, conditions or provisions of any of the

Seller's organizational documents or any agreement or instrument to which

the Seller is a party or by which it is bound, or any order or decree

applicable to the Seller, or result in the creation or imposition of any

lien on any of the Seller's assets or property, in each case which would

materially and adversely affect the ability of the Seller to carry out the

transactions contemplated by the Operative Documents;

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

or, to the Seller's knowledge, threatened against the Seller in any court

or by or before any other governmental agency or instrumentality which

would materially and adversely affect the validity of the Mortgage Loan or

the ability of the Seller to carry out the transactions contemplated by

each Operative Document;

(v) 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 governmental agency, which default might have consequences

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

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

operations of the Seller or its properties or might have consequences

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

materially and adversely affect its performance under any Operative

Document;

(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, each

Operative Document or the consummation of the transactions contemplated

hereby or thereby, other than those which have been obtained by the

Seller;

(vii) The transfer, assignment and conveyance of the Mortgage Loan

by the Seller to the Purchaser is not subject to bulk transfer laws or any

similar statutory provisions in effect in any applicable jurisdiction; and

(viii) The Mortgage Loan was originated by a mortgagee approved by

the Secretary of Housing and Urban Development pursuant to Sections 203

and 211 of the Act, a savings and loan association, a savings bank, a

commercial bank, credit union, insurance company or other similar

institution which is supervised and examined by a federal or state

authority.

(b) The Purchaser represents and warrants to the Seller as of the

Closing Date that:

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

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

corporate power and authority to own its assets and conduct its business,

is duly qualified as a foreign corporation in good standing in all

jurisdictions in which the ownership or lease of its property or the

conduct of its business requires such qualification, except where the

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

ability of the Purchaser to perform its obligations hereunder, and the

Purchaser has taken all necessary 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 the

transactions contemplated hereby;

(ii) Assuming the due authorization, execution and delivery of this

Agreement by the Seller, this Agreement will constitute 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

bankruptcy, insolvency, reorganization, moratorium or other similar laws

affecting the enforcement of creditors' rights generally, and by general

principles of equity (regardless of whether such enforceability is

considered in a proceeding in equity or at law);

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

and the performance of its obligations hereunder will not conflict with

any provision of any law or regulation to which the Purchaser is subject,

or conflict with, result in a breach of, or constitute a default under,

any of the terms, conditions or provisions of any of the Purchaser's

organizational documents or any agreement or instrument to which the

Purchaser is a party or by which it is bound, or any order or decree

applicable to the Purchaser, or result in the creation or imposition of

any lien on any of the Purchaser's assets or property, in each case which

would materially and adversely affect the ability of the Purchaser to

carry out the transactions contemplated by this Agreement;

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

or, to the Purchaser's knowledge, 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 perform under the terms of this Agreement;

(v) 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 governmental agency, which default might have

consequences that would 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 under any Operative Document;

(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 Purchaser of or compliance by the Purchaser with this

Agreement or the consummation of the transactions contemplated by this

Agreement other than those that have been obtained by the Purchaser.

(c) The Seller further makes the representations and warranties as

to the Joint Loan set forth in Exhibit B as of the Closing Date or other date

set forth in Exhibit B, which representations and warranties are subject to the

exceptions thereto set forth in Exhibit C.

(d) Pursuant to the Pooling and Servicing Agreement, if any party

thereto discovers that any document constituting a part of a Mortgage File has

not been properly executed, is missing, contains information that does not

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

the Mortgage Loan Schedule, or does not appear to be regular on its face (each,

a "Document Defect"), or discovers or receives notice of a breach of any

representation or warranty of the Seller made pursuant to Section 6(c) of this

Agreement with respect to the Mortgage Loan (a "Breach"), such party is required

to give prompt written notice thereof to the Seller.

(e) If any such Document Defect or Breach with respect to the

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

the related Mortgaged Property or the interests of the Certificateholders

therein, then such Document Defect shall constitute a "Material Document Defect"

or such Breach shall constitute a "Material Breach," as the case may be.

Promptly upon becoming aware of any such Material Document Defect or Material

Breach (including through a written notice given by any party hereto, as

provided above), the Seller, not later than 90 days from the earlier of the

Seller's discovery or receipt of notice of such Material Document Defect or

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

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

mortgage" within the meaning of the REMIC Provisions, not later than 90 days of

any party discovering such Material Document Defect or Material Breach provided

the Seller receives notice thereof in a timely manner), cure the same in all

material respects (which cure shall include payment of any Additional Trust Fund

Expenses associated therewith) or, if such Material Document Defect or Material

Breach, as the case may be, cannot be cured within such 90 day period,

repurchase the Mortgage Loan or any related REO Property at the applicable

Purchase Price by wire transfer of immediately available funds to the Collection

Account; provided, however, that if (i) such Material Document Defect or

Material Breach is capable of being cured but not within such 90 day period,

(ii) such Material Document Defect or Material Breach is not related to the

Mortgage Loan's not being a "qualified mortgage" within the meaning of the REMIC

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

the cure of such Material Document Defect or Material Breach within such 90 day

period, then the Seller shall have an additional 90 days to complete such cure

or, in the event of a failure to so cure, to complete such repurchase (it being

understood and agreed that, in connection with the Seller's receiving such

additional 90 day period, the Seller shall deliver an Officer's Certificate to

the Trustee setting forth the reasons such Material Document Defect or Material

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 Material Document Defect or Material

Breach will be cured within such additional 90 day period); 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 Trustee

every 30 days thereafter that the Document Defect is still in effect solely

because of its failure to have received the recorded document 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. Subject to Section 3.32 of

the Pooling and Servicing Agreement, such repurchase of the Mortgage Loan shall

be on a servicing released basis. The Seller shall have no obligation to monitor

the Mortgage Loan regarding the existence of a breach or a document defect, but

if the Seller discovers a Material Breach or Material Document Defect with

respect to the Mortgage Loan, it will notify the Purchaser.

(f) In connection with any repurchase of the Mortgage Loan pursuant

to this Section 6, the Pooling and Servicing Agreement shall provide that,

subject to Section 3.26 of the Pooling and Servicing Agreement, the Trustee, the

Custodian, the Master Servicer and the Special Servicer shall each tender to the

repurchasing entity, upon delivery to each of them of a receipt executed by the

repurchasing entity, all portions of the Mortgage File and other documents

pertaining to the Mortgage Loan possessed by it, and each document that

constitutes a part of the Mortgage File shall be endorsed or assigned to the

extent necessary or appropriate to the repurchasing entity or its designee in

the same manner, but only if the respective documents have been previously

assigned or endorsed to the Trustee, and pursuant to appropriate forms of

assignment, substantially similar to the manner and forms pursuant to which such

documents were previously assigned to the Trustee; provided that such tender by

the Trustee shall be conditioned upon its receipt from the Master Servicer of a

Request for Release and an Officer's Certificate to the effect that the

requirements for repurchase have been satisfied; provided further that in the

event that the Mortgage Loan is repurchased by the Seller pursuant to this

Section 6 but the Other Seller Interest is not repurchased by the Other Seller

pursuant to the Other Mortgage Loan Purchase Agreement, the Seller and the

Purchaser hereby agree that the provisions in Section 3.32 of the Pooling and

Servicing Agreement shall govern the servicing and administration of the Joint

Loan and the rights and obligations of the Seller and the Purchaser with respect

to the Joint Loan.

(g) The representations and warranties of the parties hereto shall

survive the execution and delivery and any termination of this Agreement and

shall inure to the benefit of the respective parties, notwithstanding any

restrictive or qualified endorsement on the related Note or Assignment of

Mortgage or the examination of the Mortgage File.

(h) Each party hereby agrees to promptly notify the other party of

any breach of a representation or warranty contained in Section 6(c). The

Seller's obligation to cure any breach or repurchase or substitute the Mortgage

Loan pursuant to this Section 6 shall constitute the sole remedy available to

the Purchaser in connection with a breach of any of the Seller's representations

or warranties contained in this Section 6(c); provided, however, that no

limitation of remedy is implied with respect to the Seller's breach of its

obligation to cure, repurchase or substitute in accordance with the terms and

conditions of this Agreement.

SECTION 7 Review of Mortgage File. The Purchaser shall require the

Trustee or the Custodian pursuant to the Pooling and Servicing Agreement to

review the Mortgage File pursuant to Section 2.02 of the Pooling and Servicing

Agreement and if it finds any document or documents not to have been properly

executed, or to be missing or to be defective on its face in any material

respect, to notify the Purchaser, which shall promptly notify the Seller.

SECTION 8 Conditions to Closing. The obligation of the Seller to

sell the Mortgage Loan shall be subject to the Seller having received the

purchase price for the Mortgage Loan as contemplated by Section 1. The

obligations of the Purchaser to purchase the Mortgage Loan shall be subject to

the satisfaction, on or prior to the Closing Date, of the following conditions:

(a) Each of the obligations of the Seller required to be performed

by it at or prior to the Closing Date pursuant to the terms of this Agreement

shall have been duly performed and complied with and all of the representations

and warranties of the Seller under this Agreement shall be true and correct in

all material respects as of the Closing Date, and no event shall have occurred

as of the Closing Date which would constitute a default under this Agreement,

and the Purchaser shall have received a certificate to the foregoing effect

signed by an authorized officer of the Seller substantially in the form of

Exhibit D.

The Pooling and Servicing Agreement (to the extent it affects the

obligations of the Seller hereunder), in such form as is 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 terms thereof.

(b) The Purchaser shall have received the following additional

closing documents:

(i) copies of the Seller's Articles of Association, charter, by-laws

or other organizational documents and all amendments, revisions,

restatements and supplements thereof, certified as of a recent date by the

Secretary of the Seller;

(ii) a certificate as of a recent date of the Comptroller of the

Currency to the effect that the Seller is duly organized, existing and in

good standing under the laws of the United States; and

(iii) an opinion of counsel of the Seller, subject to customary

exceptions and carve-outs, in form substantially similar to the opinions

set forth in Exhibit E, acceptable to the Underwriters and each Rating

Agency.

(c) The Offered Certificates shall have been concurrently issued and

sold pursuant to the terms of the Underwriting Agreement. The Private

Certificates shall have been concurrently issued and sold pursuant to the terms

of the Certificate Purchase Agreement.

(d) The Seller shall have executed and delivered concurrently

herewith the Indemnification Agreement.

(e) The Seller shall furnish the Purchaser with such other

certificates of its officers or others and such other documents and opinions to

evidence fulfillment of the conditions set forth in this Agreement as the

Purchaser and its counsel may reasonably request.

SECTION 9 Closing. The closing for the purchase and sale of the

Mortgage Loan shall take place at the office of Cadwalader, Wickersham & Taft

LLP, New York, New York, at 10:00 a.m., on the Closing Date or such other place

and time as the parties shall agree. The parties hereto agree that time is of

the essence with respect to this Agreement.

SECTION 10 Expenses. The Seller will pay its pro rata share (the

Seller's pro rata portion to be determined according to the percentage that the

aggregate principal balance as of the Cut-off Date of the Mortgage Loan

represents as to the aggregate principal balance as of the Cut-off Date of all

the mortgage loans to be included in the Trust Fund) of all costs and expenses

of the Purchaser in connection with the transactions contemplated herein,

including, but not limited to: (i) the costs and expenses of the Purchaser in

connection with the purchase of the Mortgage Loan; (ii) the costs and expenses

of reproducing and delivering the Pooling and Servicing Agreement and this

Agreement and printing (or otherwise reproducing,) and delivering the

Certificates; (iii) the reasonable and documented fees, costs and expenses of

the Trustee and its counsel; (iv) the fees and disbursements of a firm of

certified public accountants selected by the Purchaser and the Seller with

respect to numerical information in respect of the Mortgage Loan and the

Certificates included in the Prospectus, the Offering Circular (as defined in

the Indemnification Agreement) and any related 8-K Information (as defined in

the Underwriting Agreement), including the cost of obtaining any "comfort

letters" with respect to such items; (v) the costs and expenses in connection

with the qualification or exemption of the Certificates under state securities

or blue sky laws, including filing fees and reasonable fees and disbursements of

counsel in connection therewith; (vi) the costs and expenses in connection with

any determination of the eligibility of the Certificates for investment by

institutional investors in any jurisdiction and the preparation of any legal

investment survey, including reasonable fees and disbursements of counsel in

connection therewith; (vii) the costs and expenses in connection with printing

(or otherwise reproducing) and delivering the Registration Statement and

Prospectus and the reproducing and delivery of this Agreement and the furnishing

to the Underwriters of such copies of the Registration Statement, Prospectus and

this Agreement as the Underwriters may reasonably request; (viii) the fees of

the rating agency or agencies requested to rate the Certificates; and (ix) the

reasonable fees and expenses of Cadwalader, Wickersham & Taft LLP, counsel to

the Purchaser and the Underwriters.

SECTION 11 Severability of Provisions. If any one or more of the

covenants, agreements, provisions or terms of this Agreement shall be for any

reason whatsoever held invalid, then such covenants, agreements, provisions or

terms shall be deemed severable from the remaining covenants, agreements,

provisions or terms of this Agreement and shall in no way affect the validity or

enforceability of the other provisions of this Agreement. Furthermore, the

parties shall in good faith endeavor to replace any provision held to be invalid

or unenforceable with a valid and enforceable provision which most closely

resembles, and which has the same economic effect as, the provision held to be

invalid or unenforceable.

SECTION 12 Governing Law. This Agreement shall be construed in

accordance with the laws of the State of New York without regard to conflicts of

law principles and the obligations, rights and remedies of the parties hereunder

shall be determined in accordance with such laws.

SECTION 13 No Third-Party Beneficiaries. The parties do not intend

the benefits of this Agreement to inure to any third party except as expressly

set forth in Section 14.

SECTION 14 Assignment. The Seller hereby acknowledges that the

Purchaser has, concurrently with the execution hereof, executed and delivered

the Pooling and Servicing Agreement and that, in connection therewith, it has

assigned its rights hereunder to the Trustee for the b