MORTGAGE LOAN PURCHASE AGREEMENT

EXHIBIT 10.5

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MORTGAGE LOAN PURCHASE AGREEMENT

between

MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC

as Seller

and

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

as Purchaser

Dated October 11, 2007

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TABLE OF CONTENTS

1. AGREEMENT TO PURCHASE ...................................................

2. CONVEYANCE OF MORTGAGE LOANS ............................................

3. EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW ..................

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER .......

5. REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER ...

6. CLOSING .................................................................

7. CLOSING DOCUMENTS .......................................................

8. COSTS ...................................................................

9. NOTICES .................................................................

10. SEVERABILITY OF PROVISIONS ..............................................

11. FURTHER ASSURANCES ......................................................

12. SURVIVAL ................................................................

13. GOVERNING LAW ...........................................................

14. BENEFITS OF MORTGAGE LOAN PURCHASE AGREEMENT ............................

15. MISCELLANEOUS ...........................................................

16. ENTIRE AGREEMENT ........................................................

Exhibit 1 Mortgage Loan Schedule

Exhibit 2 Representations and Warranties

Exhibit 3 Bill of Sale

Exhibit 4 Power of Attorney

Index of Defined Terms

Affected Loan(s).................. Mortgage File......................

Agreement......................... Mortgage Loan Schedule.............

Certificate Purchase Agreement.... Mortgage Loans.....................

Certificates...................... Officer's Certificate..............

Closing Date...................... Other Mortgage Loans...............

Collateral Information............ Pooling and Servicing Agreement....

Crossed Mortgage Loans............ Private Certificates...............

Defective Mortgage Loan........... Prospectus Supplement..............

Final Judicial Determination...... Public Certificates................

Indemnification Agreement......... Purchaser..........................

Initial Purchasers................ Seller.............................

Master Servicer................... Special Servicer...................

Material Breach................... Trust..............................

Material Document Defect.......... Trustee............................

Memorandum........................ Underwriters.......................

MERS.............................. Underwriting Agreement.............

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MORTGAGE LOAN PURCHASE AGREEMENT

(MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC LOANS)

Mortgage Loan Purchase Agreement ("Agreement"), dated October 11, 2007, between

Morgan Stanley Mortgage Capital Holdings LLC ("Seller") and Bear Stearns

Commercial Mortgage Securities Inc. ("Purchaser").

Seller agrees to sell and Purchaser agrees to purchase certain mortgage loans

listed on Exhibit 1 hereto (the "Mortgage Loans") as described herein. Purchaser

will convey the Mortgage Loans to a trust (the "Trust") created pursuant to a

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

dated as of October 1, 2007 between Purchaser, as depositor, Wells Fargo Bank,

National Association, as master servicer (the "Master Servicer"), Centerline

Servicing Inc., as special servicer (the "Special Servicer"), LaSalle Bank

National Association, as trustee and custodian (the "Trustee") and Wells Fargo

Bank, National Association, as paying agent, certificate registrar and

authenticating agent. In exchange for the Mortgage Loans and certain other

mortgage loans to be purchased by Purchaser (collectively the "Other Mortgage

Loans"), the Trust will issue to the Depositor pass-through certificates to be

known as Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage

Pass-Through Certificates, Series 2007-TOP28 (the "Certificates"). The

Certificates will be issued pursuant to the Pooling and Servicing Agreement.

Capitalized terms used herein but not defined herein shall have the meanings

assigned to them in the Pooling and Servicing Agreement.

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

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

Purchaser to Bear, Stearns & Co. Inc. and Morgan Stanley & Co. Incorporated (the

"Underwriters"), pursuant to an Underwriting Agreement, between Purchaser and

the Underwriters, dated October 11, 2007 (the "Underwriting Agreement"), and the

Class X-1, Class X-2, Class B, Class C, Class D, Class E, Class F, Class G,

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

R-I, Class R-II, and Class R-III Certificates (the "Private Certificates") will

be sold by Purchaser to Bear, Stearns & Co. Inc. and Morgan Stanley & Co.

Incorporated (the "Initial Purchasers") pursuant to a Certificate Purchase

Agreement, between Purchaser and the Initial Purchasers, dated October 11, 2007

(the "Certificate Purchase Agreement"). The Underwriters will offer the Public

Certificates for sale publicly pursuant to a Prospectus dated May 29, 2007, as

supplemented by a Prospectus Supplement dated October 11, 2007 (together, the

"Prospectus Supplement") and the Initial Purchasers will offer the Private

Certificates for sale in transactions exempt from the registration requirements

of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated

October 11, 2007 (the "Memorandum").

In consideration of the mutual agreements contained herein, Seller and Purchaser

hereby agree as follows:

1. AGREEMENT TO PURCHASE.

1.1 Seller agrees to sell, and Purchaser agrees to purchase, on a servicing

released basis, the Mortgage Loans identified on the schedule (the "Mortgage

Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to

reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms

hereof. The Cut-Off Date with respect to the Mortgage Loans is October 1, 2007.

The Mortgage Loans will have an aggregate principal balance as of the close of

business on the Cut-Off Date, after giving effect to any payments due on or

before such date, whether or not received, of $724,874,655. The sale of the

Mortgage Loans shall take place on October 25, 2007 or such other date as shall

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

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

forth as such purchase price in a letter dated as of the date hereof (the

"Purchase Price Side Letter"), between the parties to this Agreement and entered

into in connection with this Agreement and the issuance of the Certificates,

which purchase price excludes accrued interest and applicable deal expenses. The

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

funds on the Closing Date.

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

Pooling and Servicing Agreement all of its right, title and interest in and to

the Mortgage Loans and its rights under this Agreement (to the extent set forth

in Section 14 hereof), and the Trustee shall succeed to such right, title and

interest in and to the Mortgage Loans and Purchaser's rights under this

Agreement (to the extent set forth in Section 14 hereof).

2. CONVEYANCE OF MORTGAGE LOANS.

2.1 Effective as of the Closing Date, subject only to receipt of the

consideration referred to in Section 1 hereof and the satisfaction of the

conditions specified in Sections 6 and 7 hereof, Seller does hereby transfer,

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

specifically provided herein all the right, title and interest of Seller, with

the understanding that a Servicing Rights Purchase and Sale Agreement, dated

October 1, 2007, will be executed by Seller and the Master Servicer, in and to

the Mortgage Loans identified on the Mortgage Loan Schedule as of the Closing

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

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

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

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

Purchaser, on or prior to the Closing Date, the Mortgage Note (as described in

clause 2.2.1 hereof) for each Mortgage Loan and on or prior to the fifth

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

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

and the Special Servicer to empower the Trustee and, in the event of the failure

or incapacity of the Trustee, the Special Servicer, to submit for recording, at

the expense of Seller, any mortgage loan documents required to be recorded as

described in the Pooling and Servicing Agreement and any intervening assignments

with evidence of recording thereon that are required to be included in the

Mortgage Files (so long as original counterparts have previously been delivered

to the Trustee). Seller agrees to reasonably cooperate with the Trustee and the

Special Servicer in connection with any additional powers of attorney or

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

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

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

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

second preceding sentence with respect to such Mortgage Loan remains unremedied

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

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

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

a Specially Serviced Mortgage Loan. The Trustee shall submit such documents, at

Seller's expense, after the periods set forth above, provided, however, the

Trustee shall not submit such assignments for recording if Seller produces

evidence that it has sent any such assignment for recording and certifies that

Seller is awaiting its return from the applicable recording office. In addition,

not later than the 30th day following the Closing Date, Seller shall deliver to

or on behalf of the Trustee each of the remaining documents or instruments

specified in Section 2.2 hereof (with such exceptions as are permitted by this

Section 2) with respect to each Mortgage Loan (each, a "Mortgage File"). (Seller

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

Seller under Section 5 hereof.)

2.2 All Mortgage Files, or portions thereof, delivered prior to the Closing Date

are to be held by or on behalf of the Trustee in escrow on behalf of Seller at

all times prior to the Closing Date. The Mortgage Files shall be released from

escrow upon closing of the sale of the Mortgage Loans and payments of the

purchase price therefor as contemplated hereby. The Mortgage File for each

Mortgage Loan shall contain the following documents:

2.2.1 The original Mortgage Note bearing all intervening endorsements,

endorsed "Pay to the order of LaSalle Bank National Association, as Trustee for

Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage

Pass-Through Certificates, Series 2007-TOP28, without recourse, representation

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

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

2.2.2 The original Mortgage, with evidence of recording thereon, and, if

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

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

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

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

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

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

prior to the 45th day following the Closing Date because of a delay caused by

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

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

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

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

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

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

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

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

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

copy of the original recorded Mortgage;

2.2.3 The originals of all agreements modifying a Money Term or other

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

evidence of recording thereon, or if any such original modification,

consolidation or extension agreement has been delivered to the appropriate

recording office for recordation and either has not yet been returned on or

prior to the 45th day following the Closing Date with evidence of recordation

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

consolidation or extension certified by Seller together with (i) in the case of

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

Seller stating that such original modification, consolidation or extension

agreement has been dispatched or sent to the appropriate public recording

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

consolidation or extension agreement that has been lost after recordation, a

certification by the appropriate county recording office where such document is

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

modification, consolidation or extension agreement, and the originals of all

assumption agreements, if any;

2.2.4 An original Assignment of Mortgage for each Mortgage Loan, in form

and substance acceptable for recording, signed by the holder of record in favor

of "LaSalle Bank National Association, as Trustee for Bear Stearns Commercial

Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series

2007-TOP28," provided, if the related Mortgage has been recorded in the name of

Mortgage Electronic Registration Systems, Inc. ("MERS") or its designee, no such

assignments will be required to be submitted for recording or filing and

instead, Seller shall take all actions as are necessary to cause the Trustee to

be shown as the owner of the related Mortgage on the record of MERS for purposes

of the system of recording transfers of beneficial ownership of mortgages

maintained by MERS and shall deliver to the Master Servicer and the Special

Servicer evidence confirming that the Trustee is shown as the owner on the

record of MERS;

2.2.5 Originals of all intervening assignments of Mortgage (except with

respect to any Mortgage that has been recorded in the name of MERS or its

designees), if any, with evidence of recording thereon or, if such original

assignments of Mortgage have been delivered to the appropriate recorder's office

for recordation, certified true copies of such assignments of Mortgage certified

by Seller, or in the case of an original blanket intervening assignment of

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

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

prior to the 45th day following the Closing Date from the applicable recording

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

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

Certificate of Seller stating that such original intervening assignment of

Mortgage has been sent to the appropriate public recording official for

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

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

appropriate county recording office where such assignment is recorded that such

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

of Mortgage;

2.2.6 If the related Assignment of Leases is separate from the Mortgage,

the original of such Assignment of Leases with evidence of recording thereon or,

if such Assignment of Leases has not been returned on or prior to the 45th day

following the Closing Date from the applicable public recording office, a copy

of such Assignment of Leases certified by Seller to be a true and complete copy

of the original Assignment of Leases submitted for recording, together with (i)

an original of each assignment of such Assignment of Leases with evidence of

recording thereon and showing a complete recorded chain of assignment from the

named assignee to the holder of record, and if any such assignment of such

Assignment of Leases has not been returned from the applicable public recording

office, a copy of such assignment certified by Seller to be a true and complete

copy of the original assignment submitted for recording, and (ii) an original

assignment of such Assignment of Leases, in recordable form, signed by the

holder of record in favor of "LaSalle Bank National Association, as Trustee for

Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage

Pass-Through Certificates, Series 2007-TOP28," which assignment may be effected

in the related Assignment of Mortgage, provided, if the related Mortgage has

been recorded in the name of MERS or its designee, no assignment of Assignment

of Leases in favor of the Trustee will be required to be recorded or delivered

and instead, Seller shall take all actions as are necessary to cause the Trustee

to be shown as the owner of the related Mortgage on the record of MERS for

purposes of the system of recording transfers of beneficial ownership of

mortgages maintained by MERS and shall deliver to the Master Servicer and the

Special Servicer evidence confirming that the Trustee is shown as the owner on

the record of MERS;

2.2.7 The original of each guaranty, if any, constituting additional

security for the repayment of such Mortgage Loan;

2.2.8 The original Title Insurance Policy, or in the event such original

Title Insurance Policy has not been issued, an original binder or actual title

commitment or a copy thereof certified by the title company with the original

Title Insurance Policy to follow within 180 days of the Closing Date or a

preliminary title report binding on the title company with an original Title

Insurance Policy to follow within 180 days of the Closing Date;

2.2.9 (A) Uniform Commercial Code ("UCC") financing statements (together

with all assignments thereof) and (B) UCC-2 or UCC-3 financing statements to the

Trustee executed and delivered in connection with the Mortgage Loan, provided,

if the related Mortgage has been recorded in the name of MERS or its designee,

no such financing statements will be required to be recorded or delivered and

instead, Seller shall take all actions as are necessary to cause the Trustee to

be shown as the owner of the related Mortgage on the record of MERS for purposes

of the system of recording transfers of beneficial ownership of mortgages

maintained by MERS and shall deliver to the Master Servicer and the Special

Servicer evidence confirming that the Trustee is shown as the owner on the

record of MERS;

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

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

favor of the mortgagee in such lease;

2.2.11 Copies of any loan agreements, lock-box agreements and

intercreditor agreements (including, without limitation, any Intercreditor

Agreement, and a copy (that is, not the original) of the mortgage note

evidencing the related B Note), if any, related to any Mortgage Loan;

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

constituting additional collateral for such Mortgage Loan, which shall be

assigned and delivered to the Trustee on behalf of the Trust with a copy to be

held by the Primary Servicer (or the Master Servicer), and applied, drawn,

reduced or released in accordance with documents evidencing or securing the

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

Servicing Agreement or (B) the original of each letter of credit, if any,

constituting additional collateral for such Mortgage Loan, which shall be held

by the Primary Servicer (or the Master Servicer) on behalf of the Trustee, with

a copy to be held by the Trustee, and applied, drawn, reduced or released in

accordance with documents evidencing or securing the applicable Mortgage Loan,

the Pooling and Servicing Agreement and the Primary Servicing Agreement (it

being understood that Seller has agreed (a) that the proceeds of such letter of

credit belong to the Trust, (b) to notify, on or before the Closing Date, the

bank issuing the letter of credit that the letter of credit and the proceeds

thereof belong to the Trust, and to use reasonable efforts to obtain within 30

days (but in any event to obtain within 90 days) following the Closing Date, an

acknowledgement thereof by the bank (with a copy of such acknowledgement to be

sent to the Trustee) or a reissued letter of credit and (c) to indemnify the

Trust for any liabilities, charges, costs, fees or other expenses accruing from

the failure of Seller to assign all rights to the letter of credit hereunder

including the right and power to draw on the letter of credit). In the case of

clause (B) above, any letter of credit held by the Primary Servicer (or Master

Servicer) shall be held in its capacity as agent of the Trust, and if the

Primary Servicer (or Master Servicer) sells its rights to service the applicable

Mortgage Loan, the Primary Servicer (or Master Servicer) has agreed to assign

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

Servicer to such party as the Special Servicer may instruct, in each case, at

the expense of the Primary Servicer (or Master Servicer). The Primary Servicer

(or Master Servicer) has agreed to indemnify the Trust for any loss caused by

the ineffectiveness of such assignment;

2.2.13 The original or a copy of the environmental indemnity agreement, if

any, related to any Mortgage Loan;

2.2.14 Third-party management agreements for all hotels and for such other

Mortgaged Properties securing Mortgage Loans with a Cut-Off Date principal

balance equal to or greater than $20,000,000;

2.2.15 Any Environmental Insurance Policy; and

2.2.16 Any affidavit and indemnification agreement.

The original of each letter of credit referred to in clause 2.2.12 above shall

be delivered to the Primary Servicer, the Master Servicer or the Trustee (as the

case may be) within 45 days of the Closing Date. In addition, a copy of any

ground lease shall be delivered to the Primary Servicer within 30 days of the

Closing Date. Any failure to deliver any ground lease shall constitute a

document defect.

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

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

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

any Assistant Treasurer.

2.3 The Assignments of Mortgage and assignment of Assignment of Leases referred

to in Sections 2.2.4 and 2.2.6 hereof may be in the form of a single instrument

assigning the Mortgage and the Assignment of Leases to the extent permitted by

applicable law. To avoid the unnecessary expense and administrative

inconvenience associated with the execution and recording or filing of multiple

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

mortgages) and assignments of UCC financing statements, Seller shall execute, in

accordance with Section 2.6 hereof, the assignments of mortgages, the

assignments of leases (to the extent separate from the mortgages) and the

assignments of UCC financing statements relating to the Mortgage Loans naming

the Trustee on behalf of the Certificateholders as assignee. Notwithstanding the

fact that such assignments of mortgages, assignments of leases (to the extent

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

statements shall name the Trustee on behalf of the Certificateholders as the

assignee, the parties hereto acknowledge and agree that the Mortgage Loans shall

for all purposes be deemed to have been transferred from Seller to Purchaser and

from Purchaser to the Trustee on behalf of the Certificateholders.

2.4 If Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan,

any of the documents and/or instruments referred to in Sections 2.2.2, 2.2.3,

2.2.5 or 2.2.6 hereof, with evidence of recording thereon, solely because of a

delay caused by the public recording office where such document or instrument

has been delivered for recordation within such 45 day period, but Seller

delivers a photocopy thereof (certified by the appropriate county recorder's

office to be a true and complete copy of the original thereof submitted for

recording), to the Trustee within such 45 day period, Seller shall then deliver

within 90 days after the Closing Date the recorded document (or within such

longer period after the Closing Date as the Trustee may consent to, which

consent shall not be unreasonably withheld so long as Seller is, as certified in

writing to the Trustee no less often than monthly, in good faith attempting to

obtain from the appropriate county recorder's office such original or

photocopy).

2.5 The Trustee, as assignee or transferee of Purchaser, shall be entitled to

all scheduled payments of principal due on the Mortgage Loans after the Cut-Off

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

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

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

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

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

Seller.

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

Purchaser, the Trustee or the agents of either may submit or cause to be

submitted for recordation at the expense of Seller, in the appropriate public

office for real property records, each assignment referred to in clauses 2.2.4

and 2.2.6(ii) above. Within 90 days following the Closing Date, Seller shall

deliver and Purchaser, the Trustee or the agents of either may submit or cause

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

office for UCC financing statements, the assignment referred to in clause 2.2.9.

If any such document or instrument is lost or returned unrecorded or unfiled, as

the case may be, because of a defect therein, Seller shall prepare a substitute

therefor or cure such defect, and Seller shall, at its own expense (except in

the case of a document or instrument that is lost by the Trustee), record or

file, as the case may be, and deliver such document or instrument in accordance

with this Section 2.

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

subcontractors that relate to the Mortgage Loans and that are not required to be

delivered to the Trustee shall be shipped by Seller to or at the direction of

the Master Servicer, on behalf of Purchaser, on or prior to the 75th day after

the Closing Date, in accordance with Section 3.1 of the Primary Servicing

Agreement, if applicable.

2.8 The documents required to be delivered to the Master Servicer (or in the

alternative, the Primary Servicer) shall include, to the extent required to be

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

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

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

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

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

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

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

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

agreement and any Environmental Insurance Policies. Delivery of any of the

foregoing documents to the Primary Servicer shall be deemed a delivery to the

Master Servicer and satisfy Seller's obligations under this subparagraph.

2.9 Upon the sale of the Mortgage Loans by Seller to Purchaser pursuant to this

Agreement, the ownership of each Mortgage Note, Mortgage and the other contents

of the related Mortgage File shall be vested in Purchaser and its assigns, and

the ownership of all records and documents with respect to the related Mortgage

Loan prepared by or that come into the possession of Seller shall immediately

vest in Purchaser and its assigns, and shall be delivered promptly by Seller to

or on behalf of either the Trustee or the Master Servicer as set forth herein,

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

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

to Purchaser and its assigns as a sale.

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

Mortgage Loans and related property to Purchaser by Seller as provided in this

Section 2 be, and be construed as, an absolute sale of the Mortgage Loans and

related property. It is, further, not the intention of the parties that such

conveyance be deemed a pledge of the Mortgage Loans and related property by

Seller to Purchaser to secure a debt or other obligation of Seller. However, in

the event that, notwithstanding the intent of the parties, the Mortgage Loans or

any related property are held to be the property of Seller, or if for any other

reason this Agreement is held or deemed to create a security interest in the

Mortgage Loans or any related property, then:

2.10.1 this Agreement shall be deemed to be a security agreement; and

2.10.2 the conveyance provided for in this Section 2 shall be deemed to be

a grant by Seller to Purchaser of a security interest in all of Seller's right,

title, and interest, whether now owned or hereafter acquired, in and to:

A. All accounts, general intangibles, chattel paper, instruments,

documents, money, deposit accounts, certificates of deposit, goods,

letters of credit, advices of credit and investment property consisting

of, arising from or relating to any of the following property: the

Mortgage Loans identified on the Mortgage Loan Schedule, including the

related Mortgage Notes, Mortgages, security agreements, and title, hazard

and other insurance policies, all distributions with respect thereto

payable after the Cut-Off Date, all substitute or replacement Mortgage

Loans and all distributions with respect thereto, and the Mortgage Files;

B. All accounts, general intangibles, chattel paper, instruments,

documents, money, deposit accounts, certificates of deposit, goods,

letters of credit, advices of credit, investment property and other rights

arising from or by virtue of the disposition of, or collections with

respect to, or insurance proceeds payable with respect to, or claims

against other Persons with respect to, all or any part of the collateral

described in clause (A) above (including any accrued discount realized on

liquidation of any investment purchased at a discount); and

C. All cash and non-cash proceeds of the collateral described in

clauses (A) and (B) above.

2.11 The possession by Purchaser or its designee of the Mortgage Notes, the

Mortgages, and such other goods, letters of credit, advices of credit,

instruments, money, documents, chattel paper or certificated securities shall be

deemed to be possession by the secured party or possession by a purchaser for

purposes of perfecting the security interest pursuant to the UCC (including,

without limitation, Section 9-313 thereof) as in force in the relevant

jurisdiction. Notwithstanding the foregoing, Seller makes no representation or

warranty as to the perfection of any such security interest.

2.12 Notifications to Persons holding such property, and acknowledgments,

receipts, or confirmations from persons holding such property, shall be deemed

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

securities intermediaries, bailees or agents of, or Persons holding for,

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

security interest under applicable law.

2.13 The Seller hereby agrees to provide the Purchaser with prompt notice of any

information it receives which indicates that the transfer of each Mortgage Loan

from the Seller to the Purchaser may not be treated as a sale. The Seller shall,

to the extent consistent with this Agreement, take such reasonable actions as

may be necessary to ensure that, if this Agreement were deemed to create a

security interest in the property described above, such security interest would

be deemed to be a perfected security interest of first priority under applicable

law and will be maintained as such throughout the term of the Agreement. In

such case, the Seller hereby authorizes the Master Servicer, the Trustee and the

Custodian to file all filings necessary to maintain the effectiveness of any

original filings necessary under the UCC as in effect in any jurisdiction to

perfect such security interest in such property. In connection herewith, the

Purchaser shall have all of the rights and remedies of a secured party and

creditor under the UCC as in force in the relevant jurisdiction.

2.14 Notwithstanding anything to the contrary contained herein, and subject to

Section 2.1 hereof, Purchaser shall not be required to purchase any Mortgage

Loan as to which any Mortgage Note (endorsed as described in clause 2.2.1

hereof) required to be delivered to or on behalf of the Trustee or the Master

Servicer pursuant to this Section 2 on or before the Closing Date is not so

delivered, or is not properly executed or is defective on its face, and

Purchaser's acceptance of the related Mortgage Loan on the Closing Date shall in

no way constitute a waiver of such omission or defect or of Purchaser's or its

successors' and assigns' rights in respect thereof pursuant to Section 5 hereof.

3. EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW.

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

diskette acceptable to Purchaser that contains such information about the

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

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

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

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

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

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

review of the Mortgage Loans. The fact that Purchaser has conducted or has

failed to conduct any partial or complete examination of the credit files,

underwriting documentation or Mortgage Files for the Mortgage Loans shall not

affect the right of Purchaser or the Trustee to cause Seller to cure any

Material Document Defect or Material Breach (each as defined below), or to

repurchase or replace the defective Mortgage Loans pursuant to Section 5 hereof.

3.2 On or prior to the Closing Date, Seller shall allow representatives of any

of Purchaser, each Underwriter, each Initial Purchaser, the Trustee, the Special

Servicer and each Rating Agency to examine and audit all books, records and

files pertaining to the Mortgage Loans, Seller's underwriting procedures and

Seller's ability to perform or observe all of the terms, covenants and

conditions of this Agreement. Such examinations and audits shall take place at

one or more offices of Seller during normal business hours and shall not be

conducted in a manner that is disruptive to Seller's normal business operations

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

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

each Underwriter, each Initial Purchaser, the Trustee, the Special Servicer and

each Rating Agency reasonably adequate facilities, as well as the assistance of

a sufficient number of knowledgeable and responsible individuals who are

familiar with the Mortgage Loans and the terms of this Agreement, and Seller

shall cooperate fully with any such examination and audit in all material

respects. On or prior to the Closing Date, Seller shall provide Purchaser with

all material information regarding Seller's financial condition and access to

knowledgeable financial or accounting officers for the purpose of answering

questions with respect to Seller's financial condition, financial statements as

provided to Purchaser or other developments affecting Seller's ability to

consummate the transactions contemplated hereby or otherwise affecting Seller in

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

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

additional information identified by the Master Servicer or Primary Servicer, if

applicable, as necessary to complete the CMSA Property File, to the extent that

such information is available.

3.3 Purchaser may exercise any of its rights hereunder through one or more

designees or agents, provided Purchaser has provided Seller with prior notice of

the identity of such designee or agent.

3.4 Purchaser shall keep confidential any information regarding Seller and the

Mortgage Loans that has been delivered into Purchaser's possession and that is

not otherwise publicly available; provided, however, that such information shall

not be kept confidential (and the right to require confidentiality under any

confidentiality agreement is hereby waived) to the extent such information is

required to be included in the Free Writing Prospectus, the Memorandum or the

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

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

Prospectus, the Memorandum or the Prospectus Supplement confidential information

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

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

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

notify Purchaser of any inaccuracies therein, in which case Purchaser shall

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

required by law or court order to disclose confidential information regarding

Seller as described in the second preceding sentence, Purchaser shall notify

Seller and cooperate in Seller's efforts to obtain a protective order or other

reasonable assurance that confidential treatment will be accorded such

information and, if in the absence of a protective order or such assurance,

Purchaser is compelled as a matter of law to disclose such information,

Purchaser shall, prior to making such disclosure, advise and consult with Seller

and its counsel as to such disclosure and the nature and wording of such

disclosure and Purchaser shall use reasonable efforts to obtain confidential

treatment therefor. Notwithstanding the foregoing, if reasonably advised by

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

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

disclosure without prior review by Seller.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER.

4.1 To induce Purchaser to enter into this Agreement, Seller hereby makes for

the benefit of Purchaser and its assigns with respect to each Mortgage Loan as

of the date hereof (or as of such other date specifically set forth in the

particular representation and warranty) each of the representations and

warranties set forth on Exhibit 2 hereto, except as otherwise set forth on

Schedule A attached hereto, and hereby further represents, warrants and

covenants to Purchaser as of the date hereof that:

4.1.1 Seller is duly organized and is validly existing as a limited

liability company in good standing under the laws of the State of New York.

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

Loans and to transfer and convey the Mortgage Loans to Purchaser and has the

requisite power and authority to execute and deliver, engage in the transactions

contemplated by, and perform and observe the terms and conditions of, this

Agreement.

4.1.2 This Agreement has been duly and validly authorized, executed and

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

hereof by Purchaser, this Agreement constitutes the valid, legal and binding

agreement of Seller, enforceable in accordance with its terms, except as such

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

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

affecting the rights of creditors generally, (C) general equity principles

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

or at law) or (D) public policy considerations underlying the securities laws,

to the extent that such public policy considerations limit the enforceability of

the provisions of this Agreement that purport to provide indemnification from

liabilities under applicable securities laws.

4.1.3 No consent, approval, authorization or order of, registration or

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

under federal or state law, for the execution, delivery and performance of or

compliance by Seller with this Agreement, or the consummation by Seller of any

transaction contemplated hereby, other than (A) such qualifications as may be

required under state securities or blue sky laws, (B) the filing or recording of

financing statements, instruments of assignment and other similar documents

necessary in connection with Seller's sale of the Mortgage Loans to Purchaser,

(C) such consents, approvals, authorizations, qualifications, registrations,

filings or notices as have been obtained and (D) where the lack of such consent,

approval, authorization, qualification, registration, filing or notice would not

have a material adverse effect on the performance by Seller under this

Agreement.

4.1.4 Neither the transfer of the Mortgage Loans to Purchaser, nor the

execution, delivery or performance of this Agreement by Seller, conflicts or

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

will constitute a default under (A) any term or provision of Seller's articles

of organization or by-laws, (B) any term or provision of any material agreement,

contract, instrument or indenture to which Seller is a party or by which it or

any of its assets is bound or results in the creation or imposition of any lien,

charge or encumbrance upon any of its property pursuant to the terms of any such

indenture, mortgage, contract or other instrument, other than pursuant to this

Agreement, or (C) after giving effect to the consents or taking of the actions

contemplated in Section 4.1.3 hereof, any law, rule, regulation, order,

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

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

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

default, or creation or imposition of any lien, charge or encumbrance, will not

have a material adverse effect on the consummation of the transactions

contemplated hereby by Seller or its ability to perform its obligations and

duties hereunder or result in any material adverse change in the business,

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

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

substantially as now conducted.

4.1.5 There are no actions or proceedings against, or investigations of,

Seller pending or, to Seller's knowledge, threatened in writing against Seller

before any court, administrative agency or other tribunal, the outcome of which

could reasonably be expected to materially and adversely affect the transfer of

the Mortgage Loans to Purchaser or the execution or delivery by, or

enforceability against, Seller of this Agreement or have an effect on the

financial condition of Seller that would materially and adversely affect the

ability of Seller to perform its obligations under this Agreement.

4.1.6 On the Closing Date, the sale of the Mortgage Loans pursuant to this

Agreement will effect a transfer by Seller of all of its right, title and

interest in and to the Mortgage Loans to Purchaser.

4.1.7 To Seller's knowledge, Seller's Information (as defined in that

certain indemnification agreement, dated October 11, 2007, between Seller,

Purchaser, the Underwriters and the Initial Purchasers (the "Indemnification

Agreement")) does not contain any untrue statement of a material fact or omit to

state a material fact necessary to make the statements therein, in the light of

the circumstances under which they were made, not misleading. Notwithstanding

anything contained herein to the contrary, this subparagraph 4.1.7 shall run

exclusively to the benefit of Purchaser and no other party.

4.1.8 The Seller has complied with the disclosure requirements of

Regulation AB that arise from its role as "originator" and "sponsor" in

connection with the issuance of the Public Certificates.

4.1.9 The Seller hereby agrees to deliver to the Purchaser (or with

respect to any Serviced Companion Mortgage Loan that is deposited into an Other

Securitization, the depositor in such Other Securitization) and the Paying Agent

or the Trustee, as applicable, any Additional Form 10-D Disclosure, any

Additional Form 10-K Disclosure and any Form 8-K Disclosure Information set

forth next to the Seller's name on Schedule XV, Schedule XVI or Schedule XVII of

the Pooling and Servicing Agreement (in formatting reasonably appropriate for

inclusion in such form) (collectively, "Seller Reporting Information"); provided

that, the Seller Reporting Information shall not be exclusive of any additional

disclosure items specifically related to the Seller that may be added to Form

10-K, Form 10-D or Form 8-K subsequent to the date hereof that are required to

be included in the Exchange Act reports related to the Trust if the Depositor or

the Paying Agent provides the Seller with notice of such additional

requirements. The Seller shall use its best efforts to deliver proposed

disclosure language relating to any such event described under Items 1117 and

1119 of Regulation AB and Item 1.03 to Form 8-K to the Paying Agent or the

Trustee, as applicable, and the Purchaser within one Business Day and in any

event no later than two Business Days of the Seller becoming aware of such event

and shall provide disclosure relating to any other Seller Reporting Information

required to be disclosed by Seller pursuant to this Section 4.1.9 on Form 8-K,

Form 10-D or Form 10-K within two Business Days following the Purchaser's

request for such disclosure language. The obligation of the Seller to provide

the above-referenced disclosure materials shall be suspended (for so long as

neither the Trust nor, with respect to any Serviced Companion Mortgage Loan

related to a Serviced Pari Passu Mortgage sold to the Trust by the Seller, the

trust in the related Other Securitization, is subject to the reporting

requirements of the Exchange Act) upon the Paying Agent or the Trustee, as

applicable, filing a Form 15 with respect to the Trust as to that fiscal year in

accordance with Section 13.8 of the Pooling and Servicing Agreement or the

reporting requirements with respect to the Trust under the Securities Exchange

Act of 1934, as amended, have otherwise been automatically suspended; provided

that, for the avoidance of doubt, the suspension of such information reporting

does not apply to Seller Reporting Information that is required to be provided

for the fiscal year prior to suspension of the Trust's reporting requirements

under the Securities Exchange Act of 1934 (including Additional Form 10-K

Disclosure required to be disclosed on the Form 10-K related to the fiscal year

preceding the year in which a Form 15 was filed). The Purchaser shall provide

the Seller with notice (which notice may be sent via facsimile or by email) if

the Paying Agent or the Trustee, as applicable, does not file such Form 15

Suspension Notification pursuant to Section 13.8 of the Pooling and Servicing

Agreement. The Seller hereby acknowledges that the information to be provided by

it pursuant to this Section will be used in the preparation of reports meeting

the reporting requirements of the Trust under Section 13(a) and/or Section 15(d)

of the Securities Exchange Act of 1934, as amended.

To induce Purchaser to enter into this Agreement, Seller hereby covenants that

the foregoing representations and warranties and those set forth on Exhibit 2

hereto, subject to the exceptions set forth in Schedule A to Exhibit 2, will be

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

same effect as if made on the Closing Date.

Each of the representations, warranties and covenants made by Seller pursuant to

this Section 4.1 shall survive the sale of the Mortgage Loans and shall continue

in full force and effect notwithstanding any restrictive or qualified

endorsement on the Mortgage Notes.

4.2 To induce Seller to enter into this Agreement, Purchaser hereby represents

and warrants to Seller as of the date hereof:

4.2.1 Purchaser is a corporation duly organized, validly existing, and in

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

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

4.2.2 Purchaser has full power and authority to acquire the Mortgage

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

all transactions contemplated by this Agreement. Purchaser has duly and validly

authorized the execution, delivery and performance of this Agreement and has

duly and validly executed and delivered this Agreement. This Agreement, assuming

due authorization, execution and delivery by Seller, constitutes the valid and

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

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

reorganization, moratorium and other similar laws affecting the enforcement of

creditors' rights generally and by general principles of equity, regardless of

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

4.2.3 No consent, approval, authorization or order of, registration or

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

under federal or state law, for the execution, delivery and performance of or

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

any transaction contemplated hereby that has not been obtained or made by

Purchaser.

4.2.4 Neither the purchase of the Mortgage Loans nor the execution,

delivery and performance of this Agreement by Purchaser will violate Purchaser's

certificate of incorporation or by-laws or constitute a default (or an event

that, with notice or lapse of time or both, would constitute a default) under,

or result in a breach of, any material agreement, contract, instrument or

indenture to which Purchaser is a party or that may be applicable to Purchaser

or its assets.

4.2.5 Purchaser's execution and delivery of this Agreement and its

performance and compliance with the terms of this Agreement will not constitute

a violation of any law, rule, writ, injunction, order or decree of any court, or

order or regulation of any federal, state or municipal government agency having

jurisdiction over Purchaser or its assets, which violation could materially and

adversely affect the condition (financial or otherwise) or the operation of

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

perform its obligations and duties hereunder.

4.2.6 There are no actions or proceedings against, or investigations of,

Purchaser pending or, to Purchaser's knowledge, threatened against Purchaser

before any court, administrative agency or other tribunal, the outcome of which

could reasonably be expected to adversely affect the transfer of the Mortgage

Loans, the issuance of the Certificates, the execution, delivery or

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

Purchaser that would materially and adversely affect the ability of Purchaser to

perform its obligation under this Agreement.

4.2.7 Purchaser has not dealt with any broker, investment banker, agent or

other person, other than Seller, the Underwriters, the Initial Purchasers and

their respective affiliates, that may be entitled to any commission or

compensation in connection with the sale of the Mortgage Loans or consummation

of any of the transactions contemplated hereby.

To induce Seller to enter into this Agreement, Purchaser hereby covenants that

the foregoing representations and warranties will be true and correct in all

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

on the Closing Date.

Each of the representations and warranties made by Purchaser pursuant to this

Section 4.2 shall survive the purchase of the Mortgage Loans.

5. REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER.

5.1 It is hereby acknowledged that Seller shall make for the benefit of the

Trustee on behalf of the holders of the Certificates, whether directly or by way

of Purchaser's assignment of its rights hereunder to the Trustee, the

representations and warranties set forth on Exhibit 2 hereto (each as of the

date hereof unless otherwise specified).

5.2 It is hereby further acknowledged that if any document required to be

delivered to the Trustee pursuant to Section 2 hereof is not delivered as and

when required, not properly executed or is defective on its face, or if there is

a breach of any of the representations and warranties required to be made by

Seller regarding the characteristics of the Mortgage Loans and/or the related

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

party discovering such breach or defect determines that either (i) the defect or

breach materially and adversely affects the interests of the holders of the

Certificates in the related Mortgage Loan or (ii) both (A) the defect or breach

materially and adversely affects the value of the Mortgage Loan and (B) the

Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage

Loan (any such defect described in the preceding clause (i) or (ii), a "Material

Document Defect" and any such breach described in the preceding clause (i) or

(ii), a "Material Breach"), the party determining that such Material Document

Defect or Material Breach exists shall promptly notify, in writing, the other

parties; provided that any breach of the representation and warranty contained

in paragraph (41) of such Exhibit 2 shall constitute a Material Breach only if

such prepayment premium or yield maintenance charge is not deemed "customary"

for commercial mortgage loans as evidenced by (i) an opinion of tax counsel to

such effect or (ii) a determination by the Internal Revenue Service that such

provision is not customary. Promptly (but in any event within three Business

Days) upon determining (or becoming aware of another party's determination) that

any such Material Document Defect or Material Breach exists (which determination

shall, absent evidence to the contrary, be presumed to be no earlier than three

Business Days prior to delivery of the notice to Seller referred to below), the

Master Servicer shall, and the Special Servicer may, request that Seller, not

later than 90 days from Seller's receipt of the notice of such Material Document

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

Breach, as the case may be, in all material respects; provided, however, that if

such Material Document Defect or Material Breach, as the case may be, cannot be

corrected or cured in all material respects within such 90 day period, and such

Material Document Defect or Material Breach would not cause the Mortgage Loan to

be other than a "qualified mortgage" (as defined in the Code) but Seller is

diligently attempting to effect such correction or cure, as certified by Seller

in an Officer's Certificate delivered to the Trustee, then the cure period will

be extended for an additional 90 days unless, solely in the case of a Material

Document Defect, (x) the Mortgage Loan is then a Specially Serviced Mortgage

Loan and a Servicing Transfer Event has occurred as a result of a monetary

default or as described in clause (ii) or clause (v) of the definition of

"Servicing Transfer Event" in the Pooling and Servicing Agreement and (y) the

Material Document Defect was identified in a certification delivered to Seller

by the Trustee pursuant to Section 2.2 of the Pooling and Servicing Agreement

not less than 90 days prior to the delivery of the notice of such Material

Document Defect. The parties acknowledge that neither delivery of a

certification or schedule of exceptions to Seller pursuant to Section 2.2 of the

Pooling and Servicing Agreement or otherwise nor possession of such

certification or schedule by Seller shall, in and of itself, constitute delivery

of notice of any Material Document Defect or knowledge or awareness by Seller,

the Master Servicer or the Special Servicer of any Material Document Defect

listed therein.

5.3 Seller hereby covenants and agrees that, if any such Material Document

Defect or Material Breach cannot be corrected or cured or Seller otherwise fails

to correct or cure within the above cure periods, Seller shall, on or before the

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

Loan or REO Mortgage Loan (or interest therein) from Purchaser or its assignee

at the Purchase Price as defined in the Pooling and Servicing Agreement, or (ii)

if within the three-month period commencing on the Closing Date (or within the

two-year period commencing on the Closing Date if the related Mortgage Loan is a

"defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the

Code and Treasury Regulation Section 1.860G-2(f)), at its option replace,

without recourse, any Mortgage Loan or REO Mortgage Loan to which such defect

relates with a Qualifying Substitute Mortgage Loan. If such Material Document

Defect or Material Breach would cause the Mortgage Loan to be other than a

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

sentence or the previous paragraph, repurchase must occur within 85 days from

the date Seller was notified of the defect. Seller agrees that any substitution

shall be completed in accordance with the terms and conditions of the Pooling

and Servicing Agreement.

5.4 If (x) a Mortgage Loan is to be repurchased or replaced as contemplated

above (a "Defective Mortgage Loan"), (y) such Defective Mortgage Loan is

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

("Crossed Mortgage Loans") and (z) the applicable document defect or breach does

not constitute a Material Document Defect or Material Breach, as the case may

be, as to such Crossed Mortgage Loans (without regard to this paragraph), then

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

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

to each such Crossed Mortgage Loan for purposes of the above provisions, and

Seller shall be obligated to repurchase or replace each such Crossed Mortgage

Loan in accordance with the provisions above, unless, in the case of such breach

or document defect, (A) Seller provides a Nondisqualification Opinion to the

Trustee at the expense of Seller if, in the reasonable business judgment of the

Trustee, it would be usual and customary in accordance with industry practice to

obtain a Nondisqualification Opinion and (B) both of the following conditions

would be satisfied if Seller were to repurchase or replace only those Mortgage

Loans as to which a Material Breach or Material Document Defect had occurred

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

coverage ratio for all those Crossed Mortgage Loans (excluding the Affected

Loan(s)) for the four calendar quarters immediately preceding the repurchase or

replacement is not less than the lesser of (A) 0.10x below the debt service

coverage ratio for all such Crossed Mortgage Loans (including the Affected

Loans(s)) set forth in Appendix II to the Prospectus Supplement and (B) the debt

service coverage ratio for all such Crossed Mortgage Loans (including the

Affected Loan(s)) for the four preceding calendar quarters preceding the

repurchase or replacement, and (ii) the loan-to-value ratio for all such Crossed

Mortgage Loans (excluding the Affected Loan(s)) is not greater than the greater

of (A) the loan-to-value ratio, expressed as a whole number (taken to one

decimal place), for all such Crossed Mortgage Loans (including the Affected

Loan(s)) set forth in Appendix II to the Prospectus Supplement plus 10% and (B)

the loan-to-value ratio for all such Crossed Mortgage Loans (including the

Affected Loans(s)), at the time of repurchase or replacement. The determination

of the Master Servicer as to whether the conditions set forth above have been

satisfied shall be conclusive and binding in the absence of manifest error. The

Master Servicer will be entitled to cause to be delivered, or direct Seller to

(in which case Seller shall) cause to be delivered to the Master Servicer, an

Appraisal of any or all of the related Mortgaged Properties for purposes of

determining whether the condition set forth in clause (ii) above has been

satisfied, in each case at the expense of Seller if the scope and cost of the

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

5.5 With respect to any Defective Mortgage Loan, to the extent that Seller is

required to repurchase or substitute for such Defective Mortgage Loan in the

manner prescribed above while the Trustee (as assignee of Purchaser) continues

to hold any Crossed Mortgage Loan, Seller and Purchaser hereby agree to forebear

from enforcing any remedies against the other's Primary Collateral but may

exercise remedies against the Primary Collateral securing their respective

Mortgage Loans, including with respect to the Trustee, the Primary Collateral

securing the Mortgage Loans still held by the Trustee, so long as such exercise

does not impair the ability of the other party to exercise its remedies against

its Primary Collateral. If the exercise of remedies by one party would impair

the ability of the other party to exercise its remedies with respect to the

Primary Collateral securing the Mortgage Loan or Mortgage Loans held by such

party, then both parties shall forbear from exercising such remedies until the

loan documents evidencing and securing the relevant Mortgage Loans can be

modified in a manner that complies with the Pooling and Servicing Agreement to

remove the threat of impairment as a result of the exercise of remedies. Any

reserve or other cash collateral or letters of credit securing the Crossed

Mortgage Loans shall be allocated between such Mortgage Loans in accordance with

the Mortgage Loan documents, or otherwise on a pro rata basis based upon their

outstanding Principal Balances. All other terms of the Mortgage Loans shall

remain in full force and effect, without any modification thereof. The

Mortgagors set forth on Schedule B hereto are intended third-party beneficiaries

of the provisions set forth in this paragraph and the preceding paragraph. The

provisions of this paragraph and the preceding paragraph may not be modified

with respect to any Mortgage Loan without the related Mortgagor's consent.

5.6 Any of the following document defects shall be conclusively presumed to

materially and adversely affect the interests of Certificateholders in a

Mortgage Loan and be a Material Document Defect: (a) the absence from the

Mortgage File of the original signed Mortgage Note, unless the Mortgage File

contains a signed lost note affidavit and indemnity that appears to be regular

on its face; (b) the absence from the Mortgage File of the original signed

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

Mortgage File a certified copy of the Mortgage by the local authority with which

the Mortgage was recorded; or (c) the absence from the Mortgage File of the item

specified in paragraph 2.2.8. If any of the foregoing Material Document Defects

is discovered by the Custodian (or the Trustee if there is no Custodian), the

Trustee (or as set forth in Section 2.3(a) of the Pooling and Servicing

Agreement, the Master Servicer) will take the steps described elsewhere in this

Section, including the giving of notices to the Rating Agencies and the parties

hereto and making demand upon Seller for the cure of the Material Document

Defect or repurchase or replacement of the related Mortgage Loan.

5.7 If Seller disputes that a Material Document Defect or Material Breach exists

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

or cure of such Material Document Defect or Material Breach, (ii) to repurchase

the affected Mortgage Loan from Purchaser or its assignee or (iii) to replace

such Mortgage Loan with a Qualifying Substitute Mortgage Loan, each in

accordance with this Agreement, then provided that