MORTGAGE LOAN PURCHASE AGREEMENT

EXHIBIT 99.1

EXECUTION COPY

MORTGAGE LOAN PURCHASE AGREEMENT

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

(this "Agreement"), is entered into between WACHOVIA BANK, NATIONAL ASSOCIATION

(the "Seller") and WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. (the

"Purchaser").

The Seller intends to sell and the Purchaser intends to purchase

certain multifamily and commercial mortgage loans (the "Mortgage Loans")

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

Exhibit A. 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 (each, a "Class") 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 (the "Pooling and Servicing Agreement"), dated as of June 1,

2007, among the Purchaser, as depositor, Wachovia Bank, National Association, as

master servicer (in such capacity, the "Master Servicer"), CWCapital Asset

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

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

herein (including the Schedules attached hereto) have the respective meanings

set forth in the Pooling and Servicing Agreement.

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

agreements set forth herein, the parties agree as follows:

SECTION 1. Agreement to Purchase.

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 $3,742,335,069 (the "Wachovia 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 Wachovia 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 $3,823,853,069 (subject to a variance of plus or

minus 5.0%). The purchase and sale of the Mortgage Loans shall take place on

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

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

Purchase Price") for the Mortgage Loans shall be equal to (i) % of the

Wachovia Mortgage Loan Balance as of the Cut-Off Date, plus (ii) $13,402,198,

which amount represents the amount of interest accrued on the Wachovia Mortgage

Loan Balance at the related Net Mortgage Rate for the period from and including

the Cut-Off Date up to but not including the Closing Date.

The Aggregate Purchase Price 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 receipt by the

Seller of the Aggregate Purchase Price and satisfaction of the other conditions

to closing that are for the benefit of the Seller, 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, 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.

(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 on or 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

shall be promptly remitted to, the Seller.

(c) No later than the Closing Date, the Seller shall, on behalf of

the Purchaser, deliver to the Trustee, the documents and instruments specified

below with respect to each Mortgage Loan (each a "Mortgage File"). All Mortgage

Files so delivered will be held by the Trustee in escrow at all times prior to

the Closing Date. Each Mortgage File shall contain the following documents:

(i) the original executed Mortgage Note including any power of

attorney related to the execution thereof, 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 "Wells Fargo Bank, N.A., as trustee for the

registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial

Mortgage Pass-Through Certificates, Series 2007-C32" or in blank (or a

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

attached thereto);

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

any missing recording information), of (a) the Mortgage, (b) any related

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

Mortgage and to the extent not already assigned pursuant to preceding

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

Loan otherwise included in the Mortgage File, in favor of "Wells Fargo

Bank, N.A., as trustee for the registered holders of Wachovia Bank

Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,

Series 2007-C32", 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 "Wells Fargo Bank, N.A., as trustee for the

registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial

Mortgage Pass-Through Certificates, Series 2007-C32", or in blank;

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

assumption and substitution agreements in those instances where the terms

or provisions of the Mortgage or Mortgage Note have been consolidated or

modified or the Mortgage Loan has been assumed or consolidated;

(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 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 (bearing evidence of filing) or other

evidence of filing satisfactory to the Purchaser of any prior UCC

Financing Statements in favor of the originator of such 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 and

continuation statement in favor of the Seller on record with the

applicable public office for UCC Financing Statements, an original UCC

Amendment, in form suitable for filing in favor of "Wells Fargo Bank,

N.A., as trustee for the registered holders of Wachovia Bank Commercial

Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series

2007-C32, as assignee", or in blank;

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

Ground Lease and ground lessor estoppel, (b) any loan guaranty or

indemnity and (c) any environmental insurance policy;

(x) any intercreditor agreement relating to permitted debt

(including, without limitation, mezzanine debt) of the Mortgagor;

(xi) copies of any loan agreement, escrow agreement or security

agreement relating to such Mortgage Loan;

(xii) a copy of any letter of credit and related transfer documents

relating to such Mortgage Loan;

(xiii) copies of any management agreement with respect to the

related Mortgaged Property;

(xiv) copies of any cash management agreements with respect to the

related Mortgaged Property;

(xv) copies of franchise agreements and franchisor comfort letters,

if any, for hospitality properties and applicable transfer or assignment

documents; and

(xvi) with respect to any Companion Loan, all of the above documents

with respect to such Companion Loan and the related Intercreditor

Agreement; provided that a copy of each Mortgage Note relating to such

Companion Loan, rather than the original, shall be provided, and no

assignments shall be provided.

Notwithstanding the foregoing, with respect to the Beacon D.C. & Seattle

Pool Loan, the MS 2007-IQ14 Trustee will hold the original documents

related to the Beacon D.C. & Seattle Pool Loan for the benefit of the MS

2007-IQ14 Trust Fund.

(d) The Seller shall take all actions reasonably necessary (i) to

permit the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the

Pooling and Servicing Agreement and (ii) to perform its obligations described in

Section 2.01(d) of the Pooling and Servicing Agreement. Without limiting the

generality of the foregoing, if a draw upon a letter of credit is required

before its transfer to the Trust Fund can be completed, the Seller shall draw

upon such letter of credit for the benefit of the Trust Fund pursuant to written

instructions from the Master Servicer. The Seller shall reimburse the Trustee

for all reasonable costs and expenses, if any, incurred by the Trustee for

recording any documents described in Section 2(c)(iv)(c) hereof and filing any

assignments of UCC Financing Statements described in the proviso in the third to

last sentence in Section 2.01(d) of the Pooling and Servicing Agreement.

(e) All documents and records (except draft documents, privileged

communications and internal correspondence and credit, due diligence and other

underwriting analysis, documents, data or internal worksheets, memoranda,

communications and evaluations of the Seller) relating to each Mortgage Loan and

in the Seller's possession (the "Additional Mortgage Loan Documents") that are

not required to be delivered to the Trustee shall promptly be delivered or

caused to be delivered by the Seller to the Master Servicer or at the direction

of the Master Servicer to the appropriate sub-servicer, together with any

related escrow amounts and reserve amounts.

(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 organized and

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

of America and possesses all requisite authority, power, licenses, permits

and franchises to carry on its business as currently conducted by it and

to execute, deliver and comply with its obligations under the terms of

this Agreement;

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

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

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

obligation of the Seller, enforceable against the Seller in accordance

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

insolvency, reorganization, receivership, moratorium and other laws

relating to or affecting the enforcement of creditors' rights in general,

as they may be applied in the context of the insolvency of a national

banking association, and by general equity principles (regardless of

whether such enforcement is considered in a proceeding in equity or at

law), and by public policy considerations underlying the securities laws,

to the extent that such public policy considerations limit the

enforceability of the provisions of this Agreement which purport to

provide indemnification from liabilities under applicable securities laws;

(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 material default (or an event

which, with notice or lapse of time, or both, would constitute a material

default) under, or result in the breach of, any material contract,

agreement or other instrument to which the Seller is a party or by which

the Seller is bound;

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

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

state, municipal or other governmental agency or body, which default 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 have consequences

that would 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) No litigation is pending or, to the Seller's knowledge,

threatened against the Seller that would, in the Seller's good faith and

reasonable judgment, prohibit its entering into this Agreement or

materially and adversely affect the performance by the Seller of its

obligations under this Agreement;

(viii) The Seller has caused each Servicing Participant which

services a Mortgage Loan to comply, as evidenced by written documentation

between each Servicing Participant and the Seller, with all reporting

requirements set forth in Sections 3.13, 3.14, 3.22 and 8.17 of the

Pooling and Servicing Agreement applicable to such Servicing Participant

for the Mortgage Loans set forth on Exhibit C, for so long as the Trust

Fund is subject to the reporting requirements of the Securities Exchange

Act of 1934, as amended;

(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 Aggregate Purchase Price. 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 Seller has examined the Disclosure Material set forth in the

Preliminary Prospectus Supplement (as defined below), the Prospectus

Supplement to the accompanying Prospectus (as defined below), the

Preliminary Memorandum, the Class A-4M Memorandum, the Class A-MM

Memorandum and the Memorandum, relating to the Certificates. The Seller

hereby represents and warrants that the Disclosure Material is

appropriately responsive in all material respects to the applicable

requirements of Items 1104, 1110, 1111, 1117 and 1119 of Regulation AB

with respect to the Seller and the Wachovia Mortgage Loans; and

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

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

(or, with respect to any Companion Loan that is deposited into another

securitization, the depositor in such other securitization) and the

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

10-D Disclosure set forth next to the Purchaser's name on Exhibit U and

Exhibit W, respectively, of the Pooling and Servicing Agreement within the

time periods set forth in the Pooling and Servicing Agreement.

(b) The Seller hereby makes the representations and warranties

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

benefit of the Certificateholders as of the Closing Date, with respect to (and

solely with respect to) each Mortgage Loan, which representations and warranties

are subject to the exceptions set forth on Schedule II.

(c) With respect to the schedule of exceptions delivered by the

Trustee on the Closing Date, within fifteen (15) Business Days (or, in the

reasonable discretion of the Controlling Class Representative, thirty (30)

Business Days) of the Closing Date, with respect to the documents specified in

clauses (i), (ii), (vii), (ix) (solely with respect to Ground Leases) and (xii)

of the definition of Mortgage File, the Seller shall cure any material exception

listed therein (for the avoidance of doubt, any deficiencies with respect to the

documents specified in clause (ii) resulting solely from a delay in the return

of the related documents from the applicable recording office, shall be cured in

the time and manner described in Section 2.01(c) of the Pooling and Servicing

Agreement). If such exception is not so cured, the Seller shall either (1)

repurchase the related Mortgage Loan, (2) with respect to exceptions relating to

clause (xii) of the definition of "Mortgage File", deposit with the Trustee an

amount, to be held in trust in a Special Reserve Account pursuant to the Pooling

and Servicing Agreement, equal to the amount of the undelivered letter of credit

(in the alternative, the Seller may deliver to the Trustee, with a certified

copy to the Master Servicer and Trustee, a letter of credit for the benefit of

the Master Servicer on behalf of the Trustee and upon the same terms and

conditions as the undelivered letter of credit) which the Master Servicer on

behalf of the Trustee may use (or draw upon, as the case may be) under the same

circumstances and conditions as the Master Servicer would have been entitled to

draw on the undelivered letter of credit, or (3) with respect to any exceptions

relating to clauses (i), (ii) and (vii), deposit with the Trustee an amount, to

be held in trust in a Special Reserve Account pursuant to the Pooling and

Servicing Agreement, equal to 25% of the Stated Principal Balance of the related

Mortgage Loan on such date. Any funds or letter of credit deposited pursuant to

clauses (2) and (3) above shall be held by the Trustee until the earlier of (x)

the date on which the Master Servicer certifies to the Trustee and the

Controlling Class Representative that such exception has been cured (or the

Trustee certifies the same to the Controlling Class Representative), at which

time such funds or letter of credit, as applicable, shall be returned to the

Seller and (y) thirty (30) Business Days or, if the Controlling Class

Representative has extended the cure period, forty-five (45) Business Days after

the Closing Date; provided, however, that if such exception is not cured within

such thirty (30) Business Days or forty-five (45) Business Days, as the case may

be, (A) in the case of clause (2), the Trustee shall retain the funds on deposit

in the related Special Reserve Account, or letter of credit, as applicable, or

(B) in the case of clause (3), the Seller shall repurchase the related Mortgage

Loan in accordance with the terms and conditions of this Agreement, at which

time such funds shall be applied to the Purchase Price of the related Mortgage

Loan and any letter of credit will be returned to the Seller.

If the Seller receives written notice of a Document Defect or a

Breach pursuant to Section 2.03(a) of the Pooling and Servicing Agreement

relating to a Mortgage Loan, then the Seller shall not later than ninety (90)

days from 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 ninety (90)

days from the date that any party to the Pooling and Servicing Agreement

discovers such Document Defect or Breach; provided the Seller receives such

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

and adversely affect the value of the applicable Mortgage Loan, the interest of

the Trust Fund therein or the interests of any Certificateholder, cure such

Document Defect or Breach, as the case may be, in all material respects, which

shall include payment of actual or provable losses and any Additional Trust Fund

Expenses directly resulting from any such Document Defect or Breach or, if such

Document Defect or Breach (other than omissions solely due 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 at the applicable

Purchase Price not later than the end of such 90-day period or (ii) substitute a

Qualified Substitute Mortgage Loan for such affected Mortgage 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 Master Servicer for deposit into

the Certificate Account, any Substitution Shortfall Amount in connection

therewith; provided, however, that unless the Breach would cause the Mortgage

Loan not to be a Qualified Mortgage, and 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, such Seller shall have an additional ninety

(90) days to complete such cure (or, failing such cure, to repurchase or

substitute the related Mortgage Loan); 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 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; provided, further, that no Document Defect (other than with respect to a

Mortgage Note, Mortgage, title insurance policy, Ground Lease, any letter of

credit, any franchise agreement, any comfort letter and (if required) any

comfort letter transfer documents (collectively, the "Core Material Documents"))

shall be considered to materially and adversely affect the value of the related

Mortgage Loan, the interests of the Trust Fund therein or the interests of any

Certificateholder 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 borrower 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 significant servicing obligations; provided, further,

with respect to Document Defects which materially and adversely affect the

interests of any Certificateholder, the interests of the Trust Fund therein or

the value of the related Mortgage Loan, other than with respect to Document

Defects relating to the Core Material Documents, any applicable cure period

following the initial 90-day cure period may be extended by the Master Servicer

or the Special Servicer if the document involved is not needed imminently. Such

extension will end upon thirty (30) days notice of such need as reasonably

determined by the Master Servicer or Special Servicer (with a possible thirty

(30) day extension if the Master Servicer or Special Servicer agrees that the

Seller is diligently pursuing a cure). The Seller shall cure all Document

Defects which materially and adversely affect the interests of any

Certificateholder, the interests of the Trust Fund therein or the value of the

related Mortgage Loan, regardless of the document involved, no later than two

years following the Closing Date; provided that the initial 90-day cure period

referenced in this paragraph may not be reduced. 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, the

Seller shall provide the officer's certificate to the Trustee described above as

to the reasons such Document Defect or Breach remains uncured and as to the

actions being taken to pursue cure. Notwithstanding the foregoing, the delivery

of a commitment to issue a policy of lender's title insurance as described in

Representation 12 of Schedule I hereof 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 Trustee or a Custodian on its behalf not later than the 90th

day following the Closing Date.

If (i) any Mortgage Loan is required to be repurchased or

substituted for in the manner described above, (ii) such Mortgage Loan is

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

(each, a "Crossed Loan"), and (iii) the applicable 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 Group (without regard to this paragraph),

then the applicable Document Defect or Breach, as the case may be, will be

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

other Crossed Loan in the Crossed Group for purposes of this paragraph, and the

Seller will be required to repurchase or substitute for all of the remaining

Crossed Loan(s) in the related Crossed Group as provided in the immediately

preceding paragraph unless such other Crossed Loans in such Crossed Group

satisfy the Crossed Loan Repurchase Criteria and satisfy all other criteria for

substitution or repurchase of Mortgage Loans set forth herein. In the event that

the remaining 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 Breach or Document Defect exists or to repurchase or

substitute for all of the Crossed Loans in the related Crossed Group. The Seller

shall be responsible for the cost of any Appraisal required to be obtained by

the Master Servicer to determine if the Crossed Loan Repurchase Criteria have

been satisfied, so long as the scope and cost of such Appraisal has been

approved by the Seller (such approval not to be unreasonably withheld).

To the extent that the Seller is required to repurchase or

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

Trustee continues to hold any other Crossed Loans in such Crossed Group, neither

the Seller nor the Purchaser shall enforce any remedies against the other's

Primary Collateral, but each is permitted to exercise remedies against the

Primary Collateral securing its respective Crossed Loans, including with respect

to the Trustee, the Primary Collateral securing Crossed Loans still held by the

Trustee.

If the exercise of remedies 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 Loans 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 that complies with this Agreement to remove the threat of

material impairment as a result of the exercise of remedies or some other

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 otherwise on a pro rata basis

based upon their outstanding Stated Principal Balances. Notwithstanding the

foregoing, if a Crossed Loan included in the Trust Fund is modified to terminate

the related cross-collateralization and/or cross-default provisions, as a

condition to such modification, the Seller shall furnish to the Trustee an

Opinion of Counsel that any modification shall not cause an Adverse REMIC Event.

Any expenses incurred in good faith by the Purchaser in connection with such

modification or accommodation (including, but not limited to, recoverable

attorney fees) shall be paid by the Seller.

(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 Purchase Price or

Substitution Shortfall Amount(s), as applicable, in the Certificate Account, and

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 Master Servicer,

respectively, if applicable (i) the Trustee shall execute and deliver such

endorsements and assignments as are provided to it by the Master Servicer, 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 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 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 substituted Mortgage Loans.

(e) Without limiting the remedies of the Purchaser, the

Certificateholders or the Trustee on behalf of the Certificateholders pursuant

to this Agreement, it is acknowledged that the representations and warranties

are being made for risk allocation purposes. This Section 3 provides the sole

remedy available to 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. Nothing in this Agreement shall prohibit the

Purchaser or its assigns (including the Master Servicer and/or the Special

Servicer) from pursuing any course of action authorized by the Pooling and

Servicing Agreement while the Purchaser asserts a claim or brings a cause of

action to enforce any rights set forth herein against the Seller.

(f) With respect to any Mortgage Loan which has become a Defaulted

Mortgage Loan under the Pooling and Servicing Agreement or with respect to which

the related Mortgaged Property has been foreclosed and which is the subject of a

repurchase claim under this Agreement, in accordance with Section 2.03 of the

Pooling and Servicing Agreement, the Special Servicer with the consent of the

Controlling Class Representative shall notify the Seller in writing of its

intention to liquidate such Defaulted Mortgage Loan or REO Property at least 45

days prior to any such action. If (a) the Seller consents to such sale and

voluntarily agrees to repurchase such Defaulted Mortgage Loan or REO Property or

(b) a court of competent jurisdiction determines that the Seller is liable under

this Agreement to repurchase such Defaulted Mortgage Loan or REO Property, then

such Seller shall remit to the Purchaser an amount equal to the difference if

any of the price of such Defaulted Mortgage Loan or REO Property as sold and the

price at which the Seller would have had to repurchase such Defaulted Mortgage

Loan or REO Property under this Agreement. The Seller shall have ten (10)

Business Days after receipt of notice to determine whether or not to consent to

such sale. If the Seller does not consent to such sale, the Special Servicer

shall contract with a Determination Party (as defined in the Pooling and

Servicing Agreement) as to the merits of such proposed sale. If the related

Determination Party determines that such proposed sale is in accordance with the

Servicing Standard and the provisions of the Pooling and Servicing Agreement

with respect to the sale of Defaulted Mortgage Loans and REO Properties and,

subsequent to such sale, a court of competent jurisdiction determines that the

Seller was liable under this Agreement and required to repurchase such Defaulted

Mortgage Loan or REO Property in accordance with the terms hereof, then the

Seller shall remit to the Purchaser an amount equal to the difference (if any)

between the proceeds of the related action and the price at which the Seller

would have been obligated to pay had the Seller repurchased such Defaulted

Mortgage Loan or REO Property prior to the execution of a binding contract of

sale with a third party in accordance with the terms hereof including the costs

related to contracting with the related Determination Party; provided that the

foregoing procedure in this Section 3(f) shall not preclude such Seller from

repurchasing the Defaulted Mortgage Loan or REO Property prior to the execution

of a binding contract of sale with a third party in accordance with the other

provisions of this Section 3 (excluding this Section 3(f)). If the related

Determination Party determines that the sale of the related Defaulted Mortgage

Loan or REO Property is not in accordance with the Servicing Standard and the

provisions of the Pooling and Servicing Agreement with respect to the sale of

Defaulted Mortgage Loans and REO Properties and the Special Servicer

subsequently sells such Mortgage Loan or REO Property, then the Seller will not

be liable for any such difference (nor any cost of contracting with the

Determination Party).

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

to whether or not the Mortgage Loan documents or any particular Mortgage Loan

document requires the related Mortgagor to bear the costs and expenses

associated with any particular action or matter under such Mortgage Loan

document(s) with respect to matters described in Representations 23 and 43 of

Schedule I hereof, then the Purchaser shall direct the Seller in writing to wire

transfer to the Master Servicer for deposit into the Certificate Account, within

ninety (90) days of the Seller's receipt of such direction, the amount of any

such costs and expenses borne by the Purchaser, the Certificateholders, the

Master Servicer, the Special Servicer and the Trustee on their behalf that are

the basis of such Breach. Upon its making such deposit, the Seller shall be

deemed to have cured such Breach in all respects. Provided such payment is made

in full, this paragraph describes the sole remedy available to the Purchaser,

the Certificateholders, the Master Servicer, the Special Servicer and the

Trustee on their behalf regarding any such Breach and the Seller shall not be

obligated to repurchase the affected Mortgage Loan on account of such Breach or

otherwise cure such Breach.

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

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

represents and warrants for the benefit of the Seller as of the date hereof

that:

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

and in good standing under the laws of the State of North Carolina. The

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

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

Trustee.

(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 obligation 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,

reorganization, receivership 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) 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.

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

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

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

creation or imposition of any lien on any of the Purchaser's assets or property,

or conflicts or will conflict with, results or will result in a breach of, or

require or will require the consent of any third person or constitutes or will

constitute a default under (A) any term or provision of the Purchaser's

certificate of incorporation or bylaws, (B) any term or provision of any

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

a party or by which the Purchaser is bound, or (C) any law, rule, regulation,

order, judgment, writ, injunction or decree of any court or governmental

authority having jurisdiction over the Purchaser or its assets.

(e) 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 Price.

(f) 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 its obligations under the terms of this Agreement.

(g) 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 or body, 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 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, Charlotte, North Carolina 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) The Pooling and Servicing Agreement (to the extent it affects

the obligations of the Seller hereunder) and 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, the Initial

Purchaser 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 Trustee (or

a Custodian on its behalf) and the Master Servicer, respectively, all documents

represented to have been or required to be delivered to the Trustee and the

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 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;

and

(f) The letters shall have been received from the independent

accounting firm KPMG LLP, in form satisfactory to the Purchaser, relating to

certain information regarding the Mortgage Loans and Certificates as set forth

in the Prospectus, the Preliminary Prospectus Supplement, the Prospectus

Supplement, the Preliminary Memorandum the Class A-4M Memorandum, the Class A-MM

Memorandum and the Memorandum.

Both parties agree to use their best efforts to perform their

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

purchase the Mortgage Loans on the Closing Date.

SECTION 6. Closing Documents. The Closing Documents shall consist of

the following:

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

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

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

the Underwriters and the Initial Purchaser 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 or any other document or

certificate delivered on or before the Closing Date in connection with the

transactions contemplated herein, was at the respective times of such signing

and delivery, and is as of the Closing Date, duly elected or appointed,

qualified and acting as such officer or representative, and the signatures of

such persons appearing on such documents and certificates are their genuine

signatures;

(d) 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, the Underwriters and the Initial Purchaser may rely, to the effect

that with respect to the Seller, the Mortgage Loans, the related Mortgagors and

the related Mortgaged Properties (i) such officer has carefully examined the

Specified Portions of the Preliminary Prospectus Supplement together with all

other Time of Sale Information delivered prior to the Time of Sale and nothing

has come to his attention that would lead him to believe that the Specified

Portions of the Preliminary Prospectus Supplement together with all other Time

of Sale Information delivered prior to the Time of Sale, as of the Time of Sale,

or as of the Closing Date, included or include any untrue statement of a

material fact relating to the Mortgage Loans or omitted or omit to state therein

a material fact necessary in order to make the statements therein relating to

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

not misleading, (ii) such officer has carefully examined the Specified Portions

of the Prospectus Supplement and nothing has come to his attention that would

lead him to believe that the Specified Portions of the Prospectus Supplement, as

of the date of the Prospectus Supplement, or as of the Closing Date, included or

include any untrue statement of a material fact relating to the Mortgage Loans

or omitted or omit to state therein a material fact necessary in order to make

the statements therein relating to the Mortgage Loans, in light of the

circumstances under which they were made, not misleading, (iii) such officer has

examined the Specified Portions of the Memorandum, the Class A-4M Memorandum and

the Class A-MM Memorandum and nothing has come to his attention that would lead

him to believe that the Specified Portions of the Memorandum, the Class A-4M

Memorandum and the Class A-MM Memorandum, as of the date thereof or as of the

Closing Date, included or include any untrue statement of a material fact

relating to the Mortgage Loans or omitted or omit to state therein a material

fact necessary in order to make the statements therein related to the Mortgage

Loans, in the light of the circumstances under which they were made, not

misleading. The "Specified Portions" of the Preliminary Prospectus Supplement or

the Prospectus Supplement, as applicable, shall consist of Annex A and Annex D

thereto, the diskette which accompanies the Prospectus Supplement (insofar as

such diskette is consistent with such Annex A) and the following sections of the

Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable

(exclusive of any statements in such sections that purport to summarize the

servicing and administration provisions of the Pooling and Servicing Agreement):

"SUMMARY OF PROSPECTUS SUPPLEMENT--THE PARTIES--The Mortgage Loan Sellers",

"SUMMARY OF PROSPECTUS SUPPLEMENT--THE MORTGAGE LOANS", "RISK FACTORS--The

Mortgage Loans", "DESCRIPTION OF THE MORTGAGE POOL--General", "--Mortgage Loan

History", "--Certain Terms and Conditions of the Mortgage Loans", "--Assessments

of Property Condition", "--Co-Lender Loans", "--Additional Mortgage Loan

Information", "--Twenty Largest Mortgage Loans", "--The Mortgage Loan Sellers",

"--The Sponsors" and "--Representations and Warranties; Repurchases and

Substitutions". The "Specified Portions" of the Memorandum, the Class A-4M

Memorandum and the Class A-MM Memorandum shall consist of the Specified Portions

of the Prospectus Supplement, the first and second full paragraphs on page "v"

of the Memorandum, the Class A-4M Memorandum and the Class A-MM Memorandum.

(e) The resolutions of the requisite committee of the Seller's

special loan committee authorizing the Seller's entering into the transactions

contemplated by this Agreement, the articles of association and by-laws of the

Seller, and an original or copy of a certificate of good standing of the Seller

issued by the Comptroller of the Currency not earlier than sixty (60) days prior

to the Closing Date;

(f) A written opinion of counsel for the Seller (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 Underwriters, the

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

written opinions as may be required by the Rating Agencies; and

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

Purchaser may reasonably request.

SECTION 7. Indemnification.

(a) The Seller shall indemnify and hold harmless the Purchaser, the

Underwriters, the Initial Purchaser, their respective officers and directors,

and each person, if any, who controls the Purchaser, any Underwriter or any

Initial Purchaser within the meaning of either Section 15 of the Securities Act

of 1933, as amended (the "1933 Act") or Section 20 of the Securities Exchange

Act of 1934, as amended (the "1934 Act"), against any and all losses, expenses

(including the reasonable fees and expenses of legal counsel), claims, damages

or liabilities, joint or several, to which they or any of them may become

subject under the 1933 Act, the 1934 Act or other federal or state statutory law

or regulation, at common law or otherwise, insofar as such losses, claims,

damages or liabilities (or actions in respect thereof) (i) arise out of or are

based upon a breach of the representations made by the Seller in Section

3(a)(ix) hereof, (ii) arise out of or are based upon a breach or violation of

the representations made by the Seller in Section 3(a)(x) hereof, (iii) arise

out of or are based upon any untrue statement or alleged untrue statement of a

material fact contained in (A) the Prospectus Supplement, the Preliminary

Memorandum, the Class A-4M Memorandum, the Class A-MM Memorandum, the

Memorandum, the Diskette or in any revision or amendment of or supplement to any

of the foregoing, (B) any Time of Sale Information or any Issuer Information

contained in any Free Writing Prospectus prepared by or on behalf of the

Underwriters (an "Underwriter Free Writing Prospectus") or contained in any Free

Writing Prospectus which is required to be filed in accordance with the terms of

the Underwriting Agreement, (C) any items similar to Free Writing Prospectuses

forwarded by the Seller to the Initial Purchaser, or in any revision or

amendment of or supplement to any of the foregoing or (D) the summaries,

reports, documents and other written and computer materials and all other

information regarding the Mortgage Loans or the Seller furnished by the Seller

for review by prospective investors (the items in (A), (B), (C) and (D) above

being defined as the "Disclosure Material"), or (iv) arise out of or are based

upon the omission or alleged omission to state therein (in the case of Free

Writing Prospectuses, when read in conjunction with the other Time of Sale

Information, in the case of any items similar to Free Writing Prospectuses, when

read in conjunction with the Memorandum, the Class A-4M Memorandum and the Class

A-MM Memorandum) and in the case of any summaries, reports, documents, written

or computer materials, or other information contemplated in clause (D) above,

when read in conjunction with the Memorandum, the Class A-4M Memorandum and the

Class A-MM Memorandum and, in the case of any Free Writing Prospectus, when read

in conjunction with the other Time of Sale Information, a material fact required

to be stated therein or necessary to make the statements therein, in the light

of the circumstances under which they were made, not misleading; but, with

respect to any Disclosure Material described in clauses (A), (B) and (C) of the

definition thereof, only if and to the extent that (I) any such untrue statement

or alleged untrue statement or omission or alleged omission occurring in, or

with respect to, such Disclosure Material, arises out of or is based upon an

untrue statement or omission with respect to the Mortgage Loans, the related

Mortgagors and/or the related Mortgaged Properties contained in the Data File

(it being herein acknowledged that the Data File was and will be used to prepare

the Preliminary Prospectus Supplement and the Prospectus Supplement, including

without limitation Annex A thereto, any other Time of Sale Information, the

Preliminary Memorandum, the Class A-4M Memorandum, the Class A-MM Memorandum,

the Memorandum and the Diskette with respect to the Registered Certificates and

any items similar to Free Writing Prospectuses forwarded to prospective

investors in the Non-Registered Certificates and any Free Writing Prospectus),

(II) any such untrue statement or alleged untrue statement or omission or

alleged omission of a material fact occurring in, or with respect to, such

Disclosure Material, is with respect to, or arises out of or is based upon an

untrue statement or omission of a material fact with respect to, the information

regarding the Mortgage Loans, the related Mortgagors, the related Mortgaged

Properties and/or the Seller set forth in the Specified Portions of the

Preliminary Prospectus Supplement, the Prospectus Supplement, the Preliminary

Memorandum, the Class A-4M Memorandum, the Class A-MM Memorandum or the

Memorandum, (III) any such untrue statement or alleged untrue statement or

omission or alleged omission occurring in, or with respect to, such Disclosure

Material, arises out of or is based upon a breach of the representations and

warranties of the Seller set forth in or made pursuant to Section 3 hereof or

(IV) any such untrue statement or alleged untrue statement or omission or

alleged omission occurring in, or with respect to, such Disclosure Material,

arises out of or is based upon any other written information concerning the

characteristics of the Mortgage Loans, the related Mortgagors or the related

Mortgaged Properties furnished to the Purchaser, the Underwriters or the Initial

Purchaser by the Seller; provided, that the indemnification provided by this

Section 7 shall not apply to the extent that such untrue statement or omission

of a material fact was made as a result of an error in the manipulation of, or

in any calculations based upon, or in any aggregation of the information

regarding the Mortgage Loans, the related Mortgagors and/or the related

Mortgaged Properties set forth in the Data File or Annex A to the Preliminary

Prospectus Supplement or the Prospectus Supplement to the extent such

information was not materially incorrect in the Data File or such Annex A, as

applicable, including without limitation the aggregation of such information

with comparable information relating to the Other Mortgage Loans.

Notwithstanding the foregoing, the indemnification provided in this Section 7(a)

shall not inure to the benefit of any Underwriter or Initial Purchaser (or to

the benefit of any person controlling such Underwriter or Initial Purchaser)

from whom the person asserting claims giving rise to any such losses, claims,

damages, expenses or liabilities purchased Certificates if (x) the subject

untrue statement or omission or alleged untrue statement or omission made in any

Disclosure Material (exclusive of the Prospectus or any corrected or amended

Prospectus or the Memorandum, the Class A-4M Memorandum, the Class A-MM

Memorandum or any corrected or amended Memorandum) is eliminated or remedied in

the Prospectus or the Memorandum, the Class A-4M Memorandum or the Class A-MM

Memorandum or, with respect to any Time of Sale Information only, by the

delivery of a Corrected Free Writing Prospectus prior to the Time of Sale (in

each case, as corrected or amended, if applicable), as applicable, and (y) a

copy of the Prospectus, Memorandum, Class A-4M Memorandum, Class A-MM Memorandum

or Corrected Free Writing Prospectus (in each case, as corrected or amended, if

applicable), as applicable, shall not have been sent to such person at or prior

to the Time of Sale of such Certificates, and (z) in the case of a corrected or

amended Prospectus, Memorandum, Class A-4M Memorandum, Class A-MM Memorandum or

Corrected Free Writing Prospectus, such Underwriter or Initial Purchaser

received electronically or in writing notice of such untrue statement or

omission and updated information concerning the untrue statement or omission at

least one Business Day prior to the Time of Sale. The Seller shall, subject to

clause (c) below, reimburse each such indemnified party, as incurred, for any

legal or other expenses reasonably incurred by them in connection with

investigating or defending any such loss, claim, damage, liability or action.

(b) For purposes of this Agreement, "Registration Statement" shall

mean such registration statement No. 333-131262 filed by the Purchaser on Form

S-3, including without limitation exhibits thereto and information incorporated

therein by reference; "Base Prospectus" shall mean the prospectus, dated October

19, 2006, as supplemented by the prospectus supplement, dated June 22, 2007 as

supplemented by the Supplement (to accompany prospectus supplement dated June

22, 2007 to prospectus dated October 19, 2007), dated June 27, 2007 (the

"Prospectus Supplement" and, together with the Base Prospectus, the

"Prospectus") relating to the Registered Certificates, including all annexes

thereto; "Preliminary Prospectus Supplement" shall mean the free writing

prospectus, dated June 10, 2007, consisting of the preliminary free writing

prospectus, including the base prospectus, dated October 19, 2006 attached

thereto, as supplemented and corrected by that certain free writing prospectus,

dated June 20, 2007; "Preliminary Memorandum" shall mean the preliminary private

placement memorandum, dated June 20, 2007, relating to the Non-Registered

Certificates, including all annexes thereto; "Memorandum" shall mean the private

placement memorandum, dated June 22, 2007, relating to the Non-Registered

Certificates, including all exhibits thereto; "Class A-4M Memorandum" shall mean

the private placement memorandum, dated June 22, 2007 and/or the preliminary

private placement memorandum, dated June 20, 2007, as applicable, including all

annexes thereto, relating to the Class A-4M Certificates and the Class A-4MS

Certificates; "Class A-MM Memorandum" shall mean the private placement

memorandum, dated June 22, 2007 and/or the preliminary private placement

memorandum, dated June 20, 2007, as applicable, including all annexes thereto,

relating to the Class A-MM Certificates and the Class A-MMS Certificates;

"Registered Certificates" shall mean the Class A-1, Class A-2, Class A-PB, Class

A-3, Class A-1A, Class IO, Class A-J, Class B, Class C, Class D, Class E and

Class F Certificates; "Non-Registered Certificates" shall mean the Certificates

other than the Registered Certificates; "Diskette" shall mean the diskette or

compact disc attached to each of the Preliminary Prospectus Supplement, the

Prospectus, the Class A-4M Memorandum, the Class A-MM Memorandum and the

Memorandum; and "Data File" shall mean the compilation of information and data

regarding the Mortgage Loans covered by the Agreed Upon Procedures Letters,

dated June 28, 2007 and rendered by KPMG LLP (a "hard copy" of which Data File

was initialed on behalf of the Seller and the Purchaser). "Free Writing

Prospectus" shall mean a "free writing prospectus" as such term is defined

pursuant to Rule 405 under the 1933 Act. "Corrected Free Writing Prospectus"

shall mean a Free Writing Prospectus that corrects any previous Free Writing

Prospectus prepared by or on behalf of any Underwriter and delivered to any

purchaser that contained any untrue statement of a material fact or omitted to

state a material fact necessary in order to make the statements contained

therein, in light of the circumstances in which they were made, not misleading.

"Time of Sale" shall mean the time at which sales to investors of the

Certificates were first made as determined in accordance with Rule 159 of the

1933 Act. "Time of Sale Information" shall mean each free writing prospectus

listed on Exhibit B hereto. "Issuer Information" shall have the meaning given to

such term in Rule 433(h) under the 1933 Act (as discussed by the Securities and

Exchange Commission (the "Commission") in footnote 271 of the Commission's

Securities Offering Reform Release No. 33--8591). "Regulation AB" shall have the

meaning as defined in Subpart 229.1100 - Asset Backed Securities (Regulation

AB), 17 C.F.R. ss.ss.229.1100-229.1123 of the 1933 Act, 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, 1,531 (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.

(c) As promptly as reasonably practicable after receipt by any

person entitled to indemnification under this Section 7 (an "indemnified party")

of notice of the commencement of any action, such indemnified party will, if a

claim in respect thereof is to be made against the Seller (the "indemnifying

party") under this Section 7, notify the indemnifying party in writing of the

commencement thereof; but the omission so to notify the indemnifying party will

not relieve it from any liability that it may have to any indemnified party

under Section 7(a) (except to the extent that such omission has prejudiced the

indemnifying party in any material respect) or from any liability which it may

have otherwise than under this Section 7. In case any such action is brought

against any indemnified party and it notifies the indemnifying party of the

commencement thereof, the indemnifying party will be entitled to participate

therein, and to the extent that it may elect by written notice delivered to the

indemnified party promptly after receiving the aforesaid notice from such

indemnified party, to assume the defense thereof, with counsel selected by the

indemnifying party and reasonably satisfactory to such indemnified party;

provided, however, that if the defendants in any such action include both the

indemnified party and the indemnifying party and the indemnified party or

parties shall have reasonably concluded that there may be legal defenses

available to it or them and/or other indemnified parties that are different from

or additional to those available to the indemnifying party, the indemnified

party shall have the right to select separate counsel to assert such legal

defenses and to otherwise participate in the defense of such action on behalf of

such indemnified party or parties. Upon receipt of notice from the indemnifying

party to such indemnified party of its election so to assume the defense of such

action and approval by the indemnified party of counsel, the indemnifying party

will not be liable for any legal or other expenses subsequently incurred by such

indemnified party in connection with the defense thereof, unless (i) the

indemnified party shall have employed separate counsel in connection with the

assertion of legal defenses in accordance with the proviso to the preceding

sentence (it being understood, however, that the indemnifying party shall not be

liable for the expenses of more than one separate counsel, approved by the

Purchaser, the Underwriters and the Initial Purchaser, representing all the

indemnified parties under Section 7(a) who are parties to such action), (ii) the

indemnifying party shall not have employed counsel reasonably satisfactory to

the indemnified party to represent the indemnified party within a reasonable

time after notice of commencement of the action or (iii) the indemnifying party

has authorized the employment of counsel for the indemnified party at the

expense of the indemnifying party; and except that, if clause (i) or (iii) is

applicable, such liability shall only be in respect of the counsel referred to

in such clause (i) or (iii). Unless it shall assume the defense of any

proceeding, an indemnifying party shall not be liable for any settlement of any

proceeding effected without its written consent but, if settled with such

consent or if there be a final judgment for the plaintiff, the indemnifying

party shall indemnify the indemnified party from and against any loss or

liability by reason of such settlement or judgment. Notwithstanding the

foregoing sentence, if at any time an indemnified party shall have requested an

indemnifying party to reimburse the indemnified party for fees and expenses of

counsel or any other expenses for which the indemnifying party is obligated

under this subsection, the indemnifying party agrees that it shall be liable for

any settlement of any proceeding effected without its written consent if (i)

such settlement is entered into more than forty-five (45) days after receipt by

such indemnifying party of the aforesaid request and (ii) such indemnifying

party shall not have reimbursed the indemnified party in accordance with such

request prior to the date of such settlement. If an indemnifying party assumes

the defense of any proceeding, it shall be entitled to settle such proceeding

with the consent of the indemnified party or, if such settlement provides for an

unconditional release of the indemnified party in connection with all matters

relating to the proceeding that have been asserted against the indemnified party

in such proceeding by the other parties to such settlement, which release does

not include a statement as to or an admission of fault, culpability or a failure

to act by or on behalf of any indemnified party without the consent of the

indemnified party.

(d) If the indemnification provided for in this Section 7 is

unavailable to an indemnified party under Section 7(a) hereof or insufficient in

respect of any losses, claims, damages or liabilities referred to therein, then

the indemnifying party, in lieu of indemnifying such indemnified party, shall

contribute to the amount paid or payable by such indemnified party as a result

of such losses, claims, damages or liabilities, in such proportion as is

appropriate to reflect the relative fault of the indemnified and indemnifying

parties in connection with the statements or omissions which resulted in such

losses, claims, damages or liabilities, as well as any other relevant equitable

considerations (taking into account the parties' relative knowledge and access

to information concerning the matter with respect to which the claim was

asserted, the opportunity to correct and prevent any statement or omission or

failure to comply, and any other equitable considerations appropriate under the

circumstances). The relative fault of the indemnified and indemnifying parties

shall be determined by reference to, among other things, whether the untrue or

alleged untrue statement of a material fact or the omission or alleged omission

to state a material fact relates to information supplied by such parties;

provided that no Underwriter or Initial Purchaser shall be obligated to

contribute more than its share of underwriting discounts and commissions and

other fees pertaining to the Certificates, less any damages otherwise paid by

such Underwriter or Initial Purchaser with respect to such loss, liability,

claim, damage or expense. It is hereby acknowledged that the respective

Underwriters' and Initial Purchaser's obligations under this Section 7 shall be

several and not joint. For purposes of this Section, each person, if any, who

controls an Underwriter or an Initial Purchaser within the meaning of Section 15

of the 1933 Act or Section 20 of the 1934 Act, and such Underwriter's or Initial

Purchaser's officers and directors, shall have the same rights to contribution

as such Underwriter or Initial Purchaser, as the case may be, and each director

of the Seller and each person, if any who controls the Seller within the meaning

of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same

rights to contribution as the Seller.

(e) The Purchaser and the Seller agree that it would not be just and

equitable if contribution pursuant to Section 7(d) were determined by pro rata

allocation or by any other method of allocation that does not take account of

the considerations referred to in Section 7(d) above. The amount paid or payable

by an indemnified party as a result of the losses, claims, damages and

liabilities referred to in this Section 7 shall be deemed to include, subject to

the limitations set forth above, any legal or other expenses reasonably incurred

by such indemnified party in connection with investigating or defending any such

action or claim, except where the indemnified party is required to bear such

expenses pursuant to this Section 7, which expenses the indemnifying party shall

pay as and when incurred, at the request of the indemnified party, to the extent

that the indemnifying party will be ultimately obligated to pay such expenses.

If any expenses so paid by the indemnifying party are subsequently determined to

not be required to be borne by the indemnifying party hereunder, the party that

received such payment shall promptly refund the amount so paid to the party

which made such payment. No person guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to

contribution from any person who was not guilty of such fraudulent

misrepresentation.

(f) The indemnity and contribution agreements contained in this

Section 7 shall remain operative and in full force and effect regardless of (i)

any termination of this Agreement, (ii) any investigation made by the Purchaser,

the Underwriters, the Initial Purchaser, any of their respective directors or

officers, or any person controlling the Purchaser, the Underwriters or the

Initial Purchaser and (iii) acceptance of and payment for any of the

Certificates.

(g) Without limiting the generality or applicability of any other

provision of this Agreement, the Underwriters, the Initial Purchaser and their

directors, officers and controlling parties shall be third-party beneficiaries

of the provisions of this Section 7.

SECTION 8. Costs. The Seller shall pay (or shall reimburse the

Purchaser to the extent that the Purchaser has paid) the Seller's pro rata

portion of the aggregate of the following amounts (the Seller's pro rata portion

to be determined according to the percentage that the Wachovia Mortgage Loan

Balance represents as of the Cut-Off Date Pool Balance): (i) the costs and

expenses of printing and delivering the Pooling and Servicing Agreement and the

Certificates; (ii) the costs and expenses of printing (or otherwise reproducing)

and delivering a final Prospectus, Term Sheet, Preliminary Prospectus

Supplement, each other Free Writing Prospectus, Preliminary Memorandum, Class

A-4M Memorandum, Class A-MM Memorandum and Memorandum relating to the

Certificates; (iii) the initial fees, costs, and expenses of the Trustee

(including reasonable attorneys' fees); (iv) the filing fee charged by the

Commission for registration of the Certificates so registered; (v) the fees

charged by the Rating Agencies to rate the Certificates so rated; (vi) 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 Loans and the Certificates included in any Free Writing Prospectus, the

Prospectus Supplement, the Preliminary Memorandum, the Class A-4M Memorandum,

the Class A-MM Memorandum and the Memorandum, including in respect of the cost

of obtaining any "comfort letters" with respect to such items; (vii) the

reasonable out-of-pocket 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, in connection with the preparation of any "Blue Sky"

survey and in connection with any determination of the eligibility of the

Certificates for investment by institutional investors and the preparation of

any legal investment survey; (viii) the expenses of printing any such "Blue Sky"

survey and legal investment survey; and (ix) the reasonable fees and

disbursements of counsel to the Underwriters or Initial Purchaser; provided,

however, Seller shall pay (or shall reimburse the Purchaser to the extent that

the Purchaser has paid) the expense of recording any assignment of Mortgage or

assignment of Assignment of Leases as contemplated by Section 2 hereof with

respect to the Seller's Mortgage Loans. All other costs and expenses in

connection with the transactions contemplated hereunder shall be borne by the

party incurring such expense.

SECTION 9. 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 hereof be, and be construed as, a sale of

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

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

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

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

(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 Uniform

Commercial Code of the applicable jurisdiction; (ii) the conveyance provided for

in Section 2 hereof shall be deemed to be a grant by the Seller to the Purchaser

of a security interest in all of the Seller's right, title and interest in and

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

Loans in accordance with the terms thereof, and all proceeds of the conversion,

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

other property, including, without limitation, all amounts, other than

investment earnings, from time to time held or invested in the Certificate

Account, the Distribution Account or, if established, the REO Account (each as

defined in the Pooling and Servicing Agreement) 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 hereof 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 Uniform Commercial Code 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.

SECTION 10. Covenants of Purchaser. The Purchaser shall provide the

Seller with all forms of Disclosure Materials (including the Preliminary

Prospectus Supplement, the final form of the Memorandum, the final form of the

Class A-4M Memorandum, the final form of the Class A-MM Memorandum and the final

form of the Prospectus Supplement) promptly upon any such document becoming

available.

SECTION 11. Notices. All notices, copies, requests, consents,

demands and other communications required hereunder shall be in writing and

telecopied or delivered to the intended recipient at the "Address for Notices"

specified beneath its name on the signature pages hereof 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 transmitted by

telecopier or personally delivered or, in the case of a mailed notice, upon

receipt, in each case given or addressed as aforesaid.

SECTION 12. 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 13. 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 which prohibits

or renders void or unenforceable any provision hereof.

SECTION 14. 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 15. GOVERNING LAW. 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, WITHOUT REGARD TO

CONFLICTS OF LAWS PRINCIPLES. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF

SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS

AGREEMENT.

SECTION 16. 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 which

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

judgment. If the party which 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 17. 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 18. 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 and the Initial Purchaser (each as intended third

party beneficiaries hereof) and their permitted successors and assigns, and the

officers, directors and controlling persons referred to in Section 7. This

Agreement is enforceable by the Underwriters, the Initial Purchaser and the

other third party beneficiaries hereto in all respects to the same extent as if

they had been signatories hereof.

SECTION 19. 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, or third party beneficiary,

against whom such waiver or modification is sought to be enforced. No amendment

to the Pooling and Servicing Agreement which relates to defined terms contained

therein, Section 2.01(d) thereof or the repurchase obligations or any other

obligations of the Seller shall be effective against the Seller (in such

capacity) unless the Seller shall have agreed to such amendment in writing.

SECTION 20. Accountants' Letters. The parties hereto shall cooperate

with KPMG 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.

<PAGE>

IN WITNESS WHEREOF, the Seller and the Purchaser have caused their

names to be signed hereto by their respective duly authorized officers as of the

date first above written.

SELLER

------

WACHOVIA BANK, NATIONAL ASSOCIATION

By: /s/ Charles L. Culbreth

-------------------------------------

Name: Charles L. Culbreth

Title: Managing Director

Address for Notices:

One Wachovia Center

301 South College Street

Charlotte, North Carolina 28288-0166

Telecopier No.: (704) 383-1942

Telephone No.: (704) 374-6161

PURCHASER

---------

WACHOVIA COMMERCIAL MORTGAGE

SECURITIES, INC.

By: /s/ H. Royer Culp, Jr.

-------------------------------------

Name: H. Royer Culp, Jr.

Title: Vice President

Address for Notices:

One Wachovia Center

301 South College Street

Charlotte, North Carolina 28288-0166

Telecopier No.: (704) 383-1942

Telephone No.: (704) 374-6161

<PAGE>

SCHEDULE I

General Mortgage Representations and Warranties

For purposes of this Schedule I, the phrases "to the knowledge of

the Seller" or "to the Seller's knowledge" shall mean, except where otherwise

expressly set forth below, the actual state of knowledge of the Seller or any

servicer acting on its behalf regarding the matters referred to, in each case:

(i) at the time of the Seller's origination or acquisition of the particular

Mortgage Loan, after the Seller having conducted such inquiry and due diligence

into such matters as would be customarily performed by a prudent institutional

commercial or multifamily, as applicable, mortgage lender; and (ii) subsequent

to such origination, the Seller having utilized monitoring practices that would

be utilized by a prudent commercial or multifamily, as applicable, mortgage

lender and having made prudent inquiry as to the knowledge of the servicer

servicing such Mortgage Loan on its behalf. Also, for purposes of these

representations and warranties, the phrases "to the actual knowledge of the

Seller" or "to the Seller's actual knowledge" shall mean, except where otherwise

expressly set forth below, the actual state of knowledge of the Seller or any

service