RBC MORTGAGE LOAN PURCHASE AGREEMENT

Exhibit 99.3

RBC Mortgage Loan Purchase Agreement

<PAGE>

MORTGAGE LOAN PURCHASE AGREEMENT

(RBC BANK LOANS)

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

August 1, 2007, between Royal Bank of Canada, acting through its branch located

at One Liberty Plaza, New York, NY 10006-1404 (the "Seller") and Morgan Stanley

Capital I Inc. (the "Purchaser").

The Seller agrees to sell, and the Purchaser agrees to purchase,

certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as

described herein. The Purchaser will convey the Mortgage Loans to a trust (the

"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and

Servicing Agreement"), dated as of August 1, 2007, between the Purchaser, as

depositor, Capmark Finance Inc., as Capmark Master Servicer (together with its

successors and assigns, the "Master Servicer"), Prudential Asset Resources,

Inc., as Prudential Master Servicer and DC Hilton Special Servicer, Centerline

Servicing, Inc. (formerly ARCap Servicing, Inc.), as General Special Servicer

(the "Special Servicer"), Wells Fargo Bank, National Association, as Trustee and

Custodian, and U.S. Bank National Association, as Paying Agent, Certificate

Registrar and Authenticating Agent. In exchange for the Mortgage Loans and

certain other mortgage loans (the "Other Mortgage Loans") to be purchased by the

Purchaser, the Trust will issue to the Depositor pass-through certificates to be

known as Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through

Certificates, Series 2007-IQ15 (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-1A, Class A-2, Class A-3 Class A-4, Class A-M

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

Purchaser to Morgan Stanley & Co. Incorporated, Bear, Stearns & Co. Inc., RBC

Capital Markets Corporation and Greenwich Capital Markets, Inc. (collectively,

the "Underwriters"), pursuant to an Underwriting Agreement, between the

Purchaser and the Underwriters, dated August 9, 2007 (the "Underwriting

Agreement"), and the Class X, 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

EI, Class R-I, Class R-II and Class R-III Certificates (collectively, the

"Private Certificates") will be sold by the Purchaser to Morgan Stanley & Co.

Incorporated (in such capacity, the "Initial Purchaser") pursuant to a

Certificate Purchase Agreement, between the Purchaser and the Initial Purchaser,

dated August 9, 2007 (the "Certificate Purchase Agreement"). The Underwriters

will offer the Public Certificates for sale publicly pursuant to a Prospectus

dated June 22, 2007, as supplemented by a Prospectus Supplement dated August 9,

2007 (together, the "Prospectus Supplement"), and the Initial Purchaser will

offer the Private Certificates (other than the Class EI, Class R-I, Class R-II

and Class R-III Certificates) for sale in transactions exempt from the

registration requirements of the Securities Act of 1933 pursuant to a Private

Placement Memorandum, dated as of August 9, 2007 (the "Memorandum").

In consideration of the mutual agreements contained herein, the

Seller and the Purchaser hereby agree as follows:

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

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 from time to time prior to the

Closing Date to reflect the actual Mortgage Loans accepted by the Purchaser

pursuant to the terms hereof. The Mortgage Loans and the Other 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 approximately $394,427,182. The sale of the Mortgage

Loans shall take place on August 23, 2007 or such other date as shall be

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

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

set forth as such purchase price in the Bill of Sale. The purchase price shall

be paid to the Seller by wire transfer in immediately available funds on the

Closing Date.

Notwithstanding anything to the contrary in this Agreement, with

respect to the Mortgage Loans originated or acquired by the Seller and subject

to defeasance, the Seller shall retain the right to designate and establish the

successor borrower and to purchase or cause the purchase on behalf of the

related borrower of the related defeasance collateral ("Seller Defeasance Rights

and Obligations"). In the event the Master Servicer receives notice of a

defeasance request with respect to a Mortgage Loan originated or acquired by the

Seller and subject to defeasance, the Master Servicer shall provide upon receipt

of such notice, written notice of such defeasance request to the Seller or its

assignee. Until such time as the Seller provides written notice to the contrary,

notice of a defeasance of a Mortgage Loan with Seller Defeasance Rights and

Obligations shall be delivered to the Seller pursuant to the notice provisions

of the Pooling and Servicing Agreement.

On the Closing Date, the 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 15), and the Trustee shall succeed to such

right, title and interest in and to the Mortgage Loans and the Purchaser's

rights under this Agreement (to the extent set forth in Section 15).

Section 2. Conveyance of Mortgage Loans. 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, the Seller does hereby transfer, assign, set over and otherwise convey

to the Purchaser, without recourse, all the right, title and interest of the

Seller, with the understanding that a Servicing Rights Purchase Agreement, dated

August 23, 2007, will be executed by the 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, the Seller shall deliver to the Custodian on behalf of the Trustee,

on behalf of the Purchaser, on or prior to the Closing Date, the Mortgage Note

(as described in clause (a) below) 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,

the Master Servicer and the Special Servicer to empower the Trustee, the Master

Servicer and, in the event of the failure or incapacity of the Trustee and the

Master Servicer, the Special Servicer, to submit for recording, at the expense

of the 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). The Seller agrees to reasonably cooperate with the Trustee, the Master

Servicer 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 the 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 Custodian shall submit such

documents for recording, at the Seller's expense, after the periods set forth

above; provided, however, the Custodian shall not submit such assignments for

recording if the Seller produces evidence that it has sent any such assignment

for recording and certifies that the Seller is awaiting its return from the

applicable recording office. In addition, not later than the 30th day following

the Closing Date, the Seller shall deliver to the Custodian on behalf of the

Trustee each of the remaining documents or instruments specified below (with

such exceptions and additional time periods as are permitted by this Section)

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

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

Seller under Section 5 hereof.)

All Mortgage Files, or portions thereof, delivered prior to the

Closing Date are to be held by the Custodian on behalf of the Trustee in escrow

on behalf of the 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:

(a) The original Mortgage Note bearing all intervening endorsements,

endorsed on its face or by allonge attached thereto in blank or endorsed "Pay to

the order of Wells Fargo Bank, National Association, as Trustee for Morgan

Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series

2007-IQ15, without recourse, representation or warranty" or if the original

Mortgage Note is not included therein, then a lost note affidavit and indemnity,

with a copy of the Mortgage Note attached thereto;

(b) 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 90th 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, the 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 Authorized Person's Certificate (as defined below) of the

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;

(c) The originals of all agreements modifying a Money Term or other

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

evidence of recording thereon (if applicable) 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 90th 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 the Seller together with

(i) in the case of a delay caused by the public recording office, an Authorized

Person's Certificate of the 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;

(d) An original Assignment of Mortgage for each Mortgage Loan, in

form and substance acceptable for recording (except for recording information

not yet available if the instrument being recorded has not been returned from

the applicable recording office), signed by the holder of record in blank or in

favor of "Wells Fargo Bank, National Association, as Trustee for Morgan Stanley

Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series

2007-IQ15";

(e) Originals of all intervening assignments of Mortgage, 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 the Seller,

or in the case of an original blanket intervening assignment of Mortgage

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

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

prior to the 90th 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 Authorized

Person's Certificate of the 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;

(f) If the related Assignment of Leases is separate from the

Mortgage, the original of such Assignment of Leases with evidence of recording

thereon or certified by a title insurance company or escrow company to be a true

copy thereof; provided that if such Assignment of Leases has not been returned

on or prior to the 90th day following the Closing Date because of a delay caused

by the applicable public recording office where such Assignment of Leases has

been delivered for recordation or because such original Assignment of Leases has

been lost, the Seller shall deliver or cause to be delivered to the Trustee a

true and correct copy of such Assignment of Leases submitted for recording,

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

an Authorized Person's Certificate (as defined below) of the Seller stating that

such Assignment of Leases has been sent to the appropriate public recording

official for recordation or (ii) in the case of an original Assignment of Leases

that has been lost after recordation, a certification by the appropriate county

recording office where such Assignment of Leases is recorded that such copy is a

true and complete copy of the original recorded Assignment of Leases, in each

case together with an original assignment of such Assignment of Leases, in

recordable form (except for recording information not yet available if the

instrument being recorded has not been returned from the applicable recording

office), signed by the holder of record in blank or in favor of "Wells Fargo

Bank, National Association, as Trustee for Morgan Stanley Capital I Inc.,

Commercial Mortgage Pass-Through Certificates, Series 2007-IQ15," which

assignment may be effected in the related Assignment of Mortgage;

(g) The original or a copy of each guaranty, if any, constituting

additional security for the repayment of such Mortgage Loan;

(h) The original Title Insurance Policy, or in the event such

original Title Insurance Policy has not been issued, a binder, actual

"marked-up" title commitment, pro forma policy, or an agreement to provide any

of the foregoing pursuant to binding escrow instructions executed by the title

company or its authorized agent with the original Title Insurance Policy to

follow within 180 days of the Closing Date, or a copy of any of the foregoing

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 with

the original Title Insurance Policy to follow within 180 days of the Closing

Date;

(i) (A) Copies of UCC financing statements (together with all

assignments thereof) filed in connection with a Mortgage Loan and (B) UCC-2 or

UCC-3 financing statements assigning such UCC financing statements to the

Trustee delivered in connection with the Mortgage Loan;

(j) 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.

(k) Copies of any loan agreements, lock-box agreements and

intercreditor agreements, if any, related to any Mortgage Loan;

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

constituting additional collateral for such Mortgage Loan (other than letters of

credit representing tenant security deposits which have been collaterally

assigned to the lender), which shall be assigned and delivered to the Trustee

(or delivered to the Custodian on the Trustee's behalf) on behalf of the Trust

with a copy to be held by the Master Servicer, and applied, drawn, reduced or

released in accordance with documents evidencing or securing the applicable

Mortgage Loan and the Pooling and Servicing Agreement or (B) the original of

each letter of credit, if any, constituting additional collateral for such

Mortgage Loan (other than letters of credit representing tenant security

deposits which have been collaterally assigned to the lender), which shall be

held by the Master Servicer on behalf of the Trustee, with a copy to be held by

the Custodian on behalf of the Trustee, and applied, drawn, reduced or released

in accordance with documents evidencing or securing the applicable Mortgage Loan

and the Pooling and Servicing Agreement (it being understood that the 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 Custodian on behalf

of the Trustee) and (c) to indemnify the Trust for any liabilities, charges,

costs, fees or other expenses accruing from the failure of the Seller to assign

the letter of credit hereunder). In the case of clause (B) above, any letter of

credit held by the Master Servicer shall be held in its capacity as agent of the

Trust, and if the Master Servicer sells its rights to service the applicable

Mortgage Loan, the 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 Master

Servicer. The Master Servicer has agreed to indemnify the Trust for any loss

caused by the ineffectiveness of such assignment;

(m) The original or a copy of the environmental indemnity agreement,

if any, related to any Mortgage Loan;

(n) Copies of third-party management agreements, if any, 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;

(o) The original of any Environmental Insurance Policy or, if the

original is held by the related Mortgagor, a copy thereof;

(p) A copy of any affidavit and indemnification agreement in favor

of the lender;

(q) With respect to hospitality properties, a copy of any franchise

agreement, franchise comfort letter and applicable assignment or transfer

documents;

"Authorized Person'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, any Assistant Treasurer or any other person duly authorized to

certify matters relating to the Seller's U.S. commercial mortgage-backed

securities business.

The Assignment of Mortgage, intervening assignments of Mortgage and

assignment of Assignment of Leases referred to in clauses (d), (e) and (f) 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, the Seller shall execute, in accordance with the third succeeding

paragraph, 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 in blank or 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 may 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 the Seller to the Purchaser and from the

Purchaser to the Trustee on behalf of the Certificateholders.

If the Seller cannot deliver, or cause to be delivered, as to any

Mortgage Loan, any of the documents and/or instruments referred to in clauses

(b), (c), (e) or (f), with evidence of recording thereon, because of a delay

caused by the public recording office where such document or instrument has been

delivered for recordation within such 90-day period, but the Seller delivers a

photocopy thereof (to the extent available, certified by the appropriate county

recorder's office to be a true and complete copy of the original thereof

submitted for recording or, if such certification is not available, together

with an Authorized Person's Certificate of the Seller stating that such document

has been sent to the appropriate public recording official for recordation), to

the Custodian on behalf of the Trustee within such 90-day period, the Seller

shall then deliver within 180 days after the Closing Date the recorded document

(or within such longer period after the Closing Date as the Custodian on behalf

of the Trustee may consent to, which consent shall not be withheld so long as

the Seller is, as certified in writing to the Custodian on behalf of the Trustee

no less often than monthly, in good faith attempting to obtain from the

appropriate county recorder's office such original or photocopy).

The Trustee, as assignee or transferee of the Purchaser, shall be

entitled to all scheduled payments of principal due thereon 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 the

Seller.

Within 90 days following the Closing Date, the Seller shall deliver

and the Purchaser, the Custodian on behalf of the Trustee or the agents of

either may submit or cause to be submitted for recordation at the expense of the

Seller, in the appropriate public office for real property records, each

assignment referred to in clauses (d) and (f)(ii) above (with recording

information in blank if such information is not yet available). Within 15 days

following the Closing Date, the Seller shall deliver and the Purchaser, the

Custodian on behalf of the Trustee or the agents of either may submit or cause

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

public office for Uniform Commercial Code financing statements, the assignment

referred to in clause (i) above. If any such document or instrument is lost or

returned unrecorded or unfiled, as the case may be, because of a defect therein,

the Seller shall prepare a substitute therefor or cure such defect, and the

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.

As to each Mortgage Loan secured by a Mortgaged Property with

respect to which the related Mortgagor has entered into a franchise agreement

and each Mortgage Loan secured by a Mortgaged Property with respect to which a

letter of credit is in place, the Seller shall provide a notice on or prior to

the date that is thirty (30) days after the Closing Date to the franchisor or

the issuing financial institution, as applicable, of the transfer of such

Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and

inform such parties that any notices to the Mortgagor's lender pursuant to such

franchise agreement or letter of credit should thereafter be forwarded to the

Master Servicer and, with respect to each franchise agreement, provide a

franchise comfort letter to the franchisor on or prior to the date that is

thirty (30) days after the Closing Date. After the Closing Date, with respect to

any letter of credit that has not yet been assigned to the Trust, upon the

written request of the Master Servicer, the Seller will draw on such letter of

credit as directed by the Master Servicer in such notice to the extent the

Seller has the right to do so.

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

its subcontractors that relate to the servicing of any Mortgage Loans and that

are not required to be a part of the Mortgage File and are reasonably necessary

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

(the "Servicing File") shall be delivered by the Seller to or at the direction

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

after the Closing Date.

The Servicing File shall include, to the extent required to be (and

actually) delivered to the 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

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

agreements and any Environmental Insurance Policies; provided, however, the

Seller shall not be required to deliver any draft documents, attorney-client

privileged communications, internal correspondence or credit analysis. Each of

the foregoing items shall be delivered by the Seller in electronic form, to the

extent such document is available in such form and such form is reasonably

acceptable to the Master Servicer.

Upon the sale of the Mortgage Loans by the Seller to the 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 the 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 the

Seller shall immediately vest in the Purchaser and its assigns, and shall be

delivered promptly by the Seller to or on behalf of either the Custodian (on

behalf of the Trustee) or the Master Servicer as set forth herein, subject to

the requirements of the Primary Servicing Agreement. The Seller's and

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

Seller to the Purchaser and its assigns as a sale.

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

of the Mortgage Loans and related property to the Purchaser by the Seller as

provided in this Section 2 be, and be construed as, an absolute sale of the

Mortgage Loans and related property (other than the servicing rights thereto).

It is, further, not the intention of the parties that such conveyance be deemed

a pledge of the Mortgage Loans and related property by the Seller to the

Purchaser to secure a debt or other obligation of the 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 the 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:

(i) this Agreement shall be deemed to be a security agreement; and

(ii) the conveyance provided for in this Section 2 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, 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 (other than the servicing rights thereto), 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.

The possession by the 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

Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115

thereof) as in force in the relevant jurisdiction. Notwithstanding the

foregoing, the Seller makes no representation or warranty as to the perfection

of any such security interest.

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, the

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

security interest under applicable law.

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 shall file all filings necessary to

maintain the effectiveness of any original filings necessary under the Uniform

Commercial Code 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 Uniform

Commercial Code as in force in the relevant jurisdiction.

Notwithstanding anything to the contrary contained herein, and

subject to Section 2(a), the Purchaser shall not be required to purchase any

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

above) or lost note affidavit and indemnity 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 the 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 the Purchaser's or its successors' and assigns' rights in respect

thereof pursuant to Section 5.

Section 3. Examination of Mortgage Files and Due Diligence Review.

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

diskette acceptable to the Purchaser that contains such information about the

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

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

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

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

reasonably cooperate fully with the 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 the 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 the Purchaser or the Trustee to cause the

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 of this Agreement.

On or prior to the Closing Date, the Seller shall allow

representatives of any of the Purchaser, each Underwriter, the Initial

Purchaser, the Trustee, the Custodian, the Special Servicer and each Rating

Agency to examine and audit all books, records and files pertaining to the

Mortgage Loans, the Seller's underwriting procedures and the 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 the

Seller during normal business hours and shall not be conducted in a manner that

is disruptive to the Seller's normal business operations upon reasonable prior

advance notice. In the course of such examinations and audits, the Seller will

make available to such representatives of any of the Purchaser, each

Underwriter, the Initial Purchaser, the Trustee, the Custodian, 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

the Seller shall cooperate fully with any such examination and audit in all

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

Purchaser with all material information regarding the Seller's financial

condition and access to knowledgeable financial or accounting officers for the

purpose of answering questions with respect to the Seller's financial condition,

financial statements as provided to the Purchaser or other developments

affecting the Seller's ability to consummate the transactions contemplated

hereby or otherwise affecting the Seller in any material respect. Within 45 days

after the Closing Date, the Seller shall provide the Master Servicer with any

additional information identified by the Master Servicer, as necessary to

complete the CMSA Property File, to the extent that such information is

available.

The Purchaser may exercise any of its rights hereunder through one

or more designees or agents; provided the Purchaser has provided the Seller with

prior notice of the identity of such designee or agent.

The Purchaser shall keep confidential any information regarding the

Seller and the Mortgage Loans that has been delivered into the 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 Memorandum or the

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

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

Memorandum or the Prospectus Supplement confidential information regarding the

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

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

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

Days, notify the Purchaser of any inaccuracies therein, in which case the

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

the Purchaser is required by law or court order to disclose confidential

information regarding the Seller as described in the second preceding sentence,

the Purchaser shall notify the Seller and cooperate in the 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, the Purchaser is compelled as a matter of

law to disclose such information, the Purchaser shall, prior to making such

disclosure, advise and consult with the Seller and its counsel as to such

disclosure and the nature and wording of such disclosure and the Purchaser shall

use reasonable efforts to obtain confidential treatment therefor.

Notwithstanding the foregoing, if reasonably advised by counsel that the

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

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

disclosure without prior review by the Seller.

Section 4. Representations and Warranties of the Seller and the

Purchaser.

(a) To induce the Purchaser to enter into this Agreement, the Seller

hereby makes for the benefit of the 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

and warrants to the Purchaser as of the date hereof that:

(i) The Seller is duly organized and is validly existing as a

Canadian chartered bank acting through its branch located at One Liberty

Plaza, New York, New York 10006-1404, is in good standing and has the

requisite power and authority and legal right to own the Mortgage Loans

and to transfer and convey the Mortgage Loans to the 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.

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

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

and delivery hereof by the Purchaser, this Agreement constitutes the

valid, legal and binding agreement of the Seller, enforceable 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.

(iii) 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 the Seller with this Agreement, or the

consummation by the Seller of any transaction contemplated hereby, other

than (1) such qualifications as may be required under state securities or

blue sky laws, (2) the filing or recording of financing statements,

instruments of assignment and other similar documents necessary in

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

(3) such consents, approvals, authorizations, qualifications,

registrations, filings or notices as have been obtained and (4) where the

lack of such consent, approval, authorization, qualification,

registration, filing or notice would not have a material adverse effect on

the performance by the Seller under this Agreement.

(iv) Neither the transfer of the Mortgage Loans to the Purchaser,

nor the execution, delivery or performance of this Agreement by the

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 the Seller's articles of organization or by-laws, (B) any

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

indenture to which the 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 subsection (iii), any law, rule,

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

governmental authority having jurisdiction over the 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 the Seller or

materially and adversely affect 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 the Seller, or in

any material impairment of the right or ability of the Seller to carry on

its business substantially as now conducted.

(v) There are no actions or proceedings against, or investigations

of, the Seller pending or, to the Seller's knowledge, threatened in

writing against the 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 the

Purchaser or the execution or delivery by, or enforceability against, the

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

the Seller that would materially and adversely affect the ability of the

Seller to perform its obligations under this Agreement.

(vi) On the Closing Date, the sale of the Mortgage Loans pursuant to

this Agreement will effect a transfer by the Seller of all of its right,

title and interest in and to the Mortgage Loans to the Purchaser.

(vii) To the Seller's knowledge, the Loan Seller Information (as

defined in that certain indemnification agreement, dated as of August 9,

2007, between the Seller, the Purchaser, the Underwriters and the Initial

Purchaser (the "Indemnification Agreement")) contained in the Disclosure

Information (as defined in the Indemnification Agreement) taken together

as a whole, as of the Time of Sale (as defined in the Indemnification

Agreement), and the Memorandum and the Prospectus Supplement, as of their

respective dates, (i) 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 and (ii) (other than the Memorandum) complies with the

requirements of and contains all of the applicable information required by

Regulation AB (as defined in the Indemnification Agreement).

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

hereby covenants that the foregoing representations and warranties and those set

forth on Exhibit 2 hereto 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,

provided that any representations and warranties made as of a specified date

shall be true and correct in all material respects as of such specified date.

Each of the representations, warranties and covenants made by the

Seller pursuant to this Section 4(a) 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.

(b) To induce the Seller to enter into this Agreement, the Purchaser

hereby represents and warrants to the Seller as of the date hereof:

(i) The 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.

(ii) The 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. The

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 the Seller, constitutes the valid and binding

obligation of the 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.

(iii) 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 the Purchaser with this Agreement, or the

consummation by the Purchaser of any transaction contemplated hereby that

has not been obtained or made by the Purchaser.

(iv) Neither the purchase of the Mortgage Loans nor the execution,

delivery and performance of this Agreement by the Purchaser will violate

the 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 the Purchaser is a

party or that may be applicable to the Purchaser or its assets.

(v) The 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 the Purchaser or its

assets, which violation could materially and adversely affect the

condition (financial or otherwise) or the operation of the Purchaser or

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

its obligations and duties hereunder.

(vi) There are no actions or proceedings against, or investigations

of, the Purchaser pending or, to the Purchaser's knowledge, threatened

against the 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 the Purchaser that would

materially and adversely affect the ability of the Purchaser to perform

its obligation under this Agreement.

(vii) The Purchaser has not dealt with any broker, investment

banker, agent or other person, other than the Seller, the Underwriters,

the Initial Purchaser 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 the Seller to enter into this Agreement, the 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 the Purchaser

pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

Section 5. Remedies Upon Breach of Representations and Warranties

Made by the Seller.

(a) It is hereby acknowledged that the Seller shall make for the

benefit of the Trustee on behalf of the holders of the Certificates, by way of

the 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).

(b) It is hereby further acknowledged that if any document required

to be delivered to the Custodian on behalf of the Trustee pursuant to Section 2

is not delivered as and when required (and including the expiration of any grace

or cure period), is 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 the 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 such defect or breach, either (i) materially and adversely affects the

interests of the holders of the Certificates in the related Mortgage Loan, or

(ii) both (A) the document 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 (such a document defect described

in the preceding clause (i) or (ii), a "Material Document Defect" and such a

breach described in the preceding clause (i) or (ii) a "Material Breach"), the

party discovering such Material Document Defect or Material Breach shall

promptly notify, in writing, the other party; provided that any breach of the

representation and warranty contained in paragraph (38) 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 at

the time of origination 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 becoming aware of any such Material Document Defect or Material

Breach, the Master Servicer shall, and the Special Servicer may, request that

the Seller, not later than 90 days from the 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 the Seller is diligently attempting to effect such correction

or cure, as certified by the Seller in an Authorized Person'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, at the end of the initial 90-day period, 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 the 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 the Seller pursuant to Section 2.2

of the Pooling and Servicing Agreement or otherwise nor possession of such

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

delivery of notice of any Material Document Defect or knowledge or awareness by

the Seller of any Material Document Defect listed therein.

The Seller hereby covenants and agrees that, if any such Material

Document Defect or Material Breach cannot be corrected or cured in all material

aspects within the above cure periods, the Seller shall, on or before the

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

Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase

Price as defined in the Pooling and Servicing Agreement, or (ii) if within the

two-year period commencing on the Closing Date, 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,

such repurchase or substitution must occur within 90 days from the earlier of

the date the Seller discovered or was notified of the breach or defect. The

Seller agrees that any substitution shall be completed in accordance with the

terms and conditions of the Pooling and Servicing Agreement.

If (i) a Mortgage Loan is to be repurchased or replaced in

connection with a Material Document Defect or Material Breach as contemplated

above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with

one or more other Mortgage Loans in the Trust and (iii) the applicable document

defect or breach does not constitute a Material Document Defect or Material

Breach, as the case may be, as to such other 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 other Mortgage Loan for purposes of the

above provisions, and the Seller shall be obligated to repurchase or replace

each such other Mortgage Loan in accordance with the provisions above, unless,

in the case of such breach or document defect, both of the following conditions

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

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

occurred without regard to this paragraph (the "Affected Loan(s)"): (1) the debt

service coverage ratio for all such other Mortgage Loans (excluding the Affected

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

replacement (determined as provided in the definition of Debt Service Coverage

Ratio in the Pooling and Servicing Agreement, except that net cash flow for such

four calendar quarters, rather than year-end, shall be used) is equal to the

greater of (x) the debt service coverage ratio for all such Mortgage Loans

(including the Affected Loan(s)) set forth under the heading "NCF DSCR" in

Appendix II to the Final Prospectus Supplement and (y) 1.25x, and (2) the

Loan-to-Value Ratio for all such other Mortgage Loans (excluding the Affected

Loan(s)) is not greater than the lesser of (x) the current loan-to-value ratio

for all such Mortgage Loans (including the Affected Loan(s)) set forth under the

heading "Cut-Off Date LTV" in Appendix II to the Final Prospectus Supplement and

(y) 75%. The determination of the Master Servicer as to whether either of the

conditions set forth above has been satisfied shall be conclusive and binding in

the absence of manifest error. The Master Servicer will be entitled to cause, or

direct the Seller to cause, to be delivered to the Master Servicer at the

Seller's expense (i) an Appraisal of any or all of the related Mortgaged

Properties for purposes of determining whether the condition set forth in clause

(2) above has been satisfied, in each case at the expense of the Seller if the

scope and cost of the Appraisal is approved by the Seller (such approval not to

be unreasonably withheld) and (ii) an Opinion of Counsel that not requiring the

repurchase of each such Cross-Collateralized Loan will not result in an Adverse

REMIC Event.

With respect to any Mortgage Loan that is cross-defaulted and/or

cross-collateralized with any other Mortgage Loan conveyed hereunder, to the

extent that the Seller is required to repurchase or substitute for such Mortgage

Loan (each, a "Repurchased Loan") in the manner prescribed above while the

Trustee (as assignee of the Purchaser) continues to hold any other Mortgage Loan

that is cross-collateralized and/or cross-defaulted (each, a

"Cross-Collateralized Loan") with such Repurchased Loan, the Seller and the

Purchaser hereby agree to modify, prior to such repurchase or substitution, the

related Mortgage Loan documents in a manner such that such affected Repurchased

Loan, on the one hand, and any related Crossed-Collateralized Loans held by the

Trustee, on the other, would no longer be cross-defaulted or

cross-collateralized with one another; provided that the Seller shall have

furnished the Trustee, at the expense of the Seller, a nondisqualification

opinion that such modification shall not cause an Adverse REMIC Event; provided,

further, that if such nondisqualification opinion cannot be furnished, the

Seller and the Purchaser agree that such repurchase or substitution of only the

Repurchased Loan, notwithstanding anything to the contrary herein, shall not be

permitted and the Seller shall repurchase or substitute for the Repurchased Loan

and all related Crossed-Collateralized Loans. Any reserve or other cash

collateral or letters of credit securing the Cross-Collateralized Loans shall be

allocated between such Mortgage Loans in accordance with the Mortgage Loan

documents. All other terms of the Mortgage Loans shall remain in full force and

effect, without any modification thereof.

Upon occurrence (and after any applicable cure or grace period), any

of the following document defects shall be conclusively presumed materially and

adversely to affect the interests of Certificateholders in a Mortgage Loan and

be a Material Document Defect: (i) the absence from the Mortgage File of the

original signed Mortgage Note, unless the Mortgage File contains a signed lost

note affidavit and indemnity and a copy of the Mortgage Note; (ii) the absence

from the Mortgage File of the item called for by paragraph (b) of the definition

of Mortgage File; or (iii) the absence from the Mortgage File of the item called

for by paragraph (h) of the definition of Mortgage File. 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 the Seller for the

cure of the Material Document Defect or repurchase or replacement of the related

Mortgage Loan.

If the 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 Loan from the Trust or (iii) to replace such Mortgage

Loan with a Qualifying Substitute Mortgage Loan, then provided that (x) the

period of time provided for the Seller to correct, repurchase or cure has

expired and (y) the Mortgage Loan is then in default and is then a Specially

Serviced Mortgage Loan, the Special Servicer may, subject to the Servicing

Standard, modify, work-out or foreclose, sell or otherwise liquidate (or permit

the liquidation of) the Mortgage Loan pursuant to Section 9.5, Section 9.12,

Section 9.15 and Section 9.36, as applicable, of the Pooling and Servicing

Agreement, while pursuing the repurchase claim. The Seller acknowledges and

agrees that any modification of the Mortgage Loan pursuant to such a work-out

shall not constitute a defense to any repurchase claim nor shall such

modification or work-out change the Purchase Price due from the Seller for any

repurchase claim. Any sale of the Mortgage Loan, or foreclosure upon such

Mortgage Loan and sale of the REO Property, to a Person other than the Seller

shall be without (i) recourse of any kind (either express or implied) by such

Person against the Seller and (ii) representation or warranty of any kind

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

The fact that a Material Document Defect or Material Breach is not

discovered until after foreclosure (but in all instances prior to the sale of

the related REO Property or Mortgage Loan) shall not prejudice any claim against

the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an

event, the Master Servicer or Special Servicer, as applicable, shall be required

to notify the Seller of the discovery of the Material Document Defect or

Material Breach and the Seller shall be required to follow the procedures set

forth in this Agreement to correct or cure such Material Document Defect or

Material Breach or purchase the REO Property at the Purchase Price. If the

Seller fails to correct or cure the Material Document Defect or Material Breach

or purchase the REO Property, then the provisions above regarding notice of

offers related to such REO Property and the Seller's right to purchase such REO

Property shall apply. If a court of competent jurisdiction issues a final order

that the Seller is or was obligated to repurchase the related Mortgage Loan or

REO Mortgage Loan or the Seller otherwise accepts liability, then, after the

expiration of any applicable appeal period, but in no event later than the

termination of the Trust pursuant to Section 9.30 of the Pooling and Servicing

Agreement, the Seller will be obligated to pay to the Trust the difference

between any Liquidation Proceeds received upon such liquidation (including those

arising from any sale to the Seller) and the Purchase Price; provided that the

prevailing party in such action shall be entitled to recover all costs, fees and

expenses (including reasonable attorneys' fees) related thereto.

In connection with any liquidation or sale of a Mortgage Loan or REO

Property as described above, the Special Servicer will not receive a Liquidation

Fee in connection with such liquidation or sale or any portion of the Work-Out

Fee that accrues after the Seller receives notice of a Material Document Defect

or Material Breach until a final determination has been made, as set forth in

the prior paragraph, as to whether the Seller is or was obligated to repurchase

such related Mortgage Loan or REO Property. Upon such determination, the Special

Servicer will be entitled: (i) with respect to a determination that the Seller

is or was obligated to repurchase, to collect a Liquidation Fee, if due in

accordance with the definition thereof, based upon the full Purchase Price of

the related Mortgage Loan or REO Property, with such Liquidation Fee payable by

the Seller or (ii) with respect to a determination that Seller is not or was not

obligated to repurchase (or the Trust decides that it will no longer pursue a

claim against the Seller for repurchase), (A) to collect a Liquidation Fee based

upon the Liquidation Proceeds as received upon the actual sale or liquidation of

such Mortgage Loan or REO Property, and (B) to collect any accrued and unpaid

Work-Out Fee, based on amounts that were collected for as long as the related

Mortgage Loan was a Rehabilitated Mortgage Loan, in each case with such amount

to be paid from amounts in the Certificate Account.

The obligations of the Seller set forth in this Section 5(b) to cure

a Material Document Defect or a Material Breach or repurchase or replace a

defective Mortgage Loan constitute the sole remedies of the Purchaser or its

assignees with respect to a Material Document Defect or Material Breach in

respect of an outstanding Mortgage Loan; provided, that this limitation shall

not in any way limit the Purchaser's rights or remedies upon breach of any other

representation or warranty or covenant by the Seller set forth in this Agreement

(other than those set forth in Exhibit 2).

Notwithstanding the foregoing, in the event that there is a breach

of the representation and warranty set forth in paragraph 41 of Exhibit 2

attached hereto because the underlying loan documents do not provide for the

payment by the Mortgagor of reasonable costs and expenses associated with the

defeasance or assumption of a Mortgage Loan by the Mortgagor, the Seller hereby

covenants and agrees to pay such reasonable costs and expenses, to the extent an

amount is due and not paid by the related Mortgagor. The parties hereto

acknowledge that the payment of such reasonable costs and expenses shall be the

Seller's sole obligation with respect to the breaches discussed in the previous

sentence. The Seller shall have no obligation to pay for any of the foregoing

costs if the applicable Mortgagor has an obligation to pay for such costs.

The Seller hereby agrees that it will pay for any expense incurred

by the applicable Master Servicer or the Special Servicer, as applicable, in

connection with modifying a Mortgage Loan pursuant to Section 2.3 of the Pooling

and Servicing Agreement in order for such Mortgage Loan to be a "qualified

substitute mortgage loan" within the meaning of the Treasury Regulations

promulgated under the Code. Upon a breach of the representation and warranty set

forth in paragraph 37 of Exhibit 2 attached hereto, if such Mortgage Loan is

modified so that it becomes a "qualified substitute mortgage loan", such breach

will be cured and the Seller will not be obligated to repurchase or otherwise

remedy such breach.

(c) The Pooling and Servicing Agreement shall provide that the

Trustee (or the applicable Master Servicer or the Special Servicer on its

behalf) shall give written notice within three Business Days) to the Seller of

its discovery of any Material Document Defect or Material Breach and prompt

written notice to the Seller in the event that any Mortgage Loan becomes a

Specially Serviced Mortgage Loan (as defined in the Pooling and Servicing

Agreement).

(d) If the Seller repurchases any Mortgage Loan pursuant to this

Section 5, the Purchaser or its assignee, following receipt by the Trustee of

the Purchase Price therefor, promptly shall deliver or cause to be delivered to

the Seller all Mortgage Loan documents with respect to such Mortgage Loan, and

each document that constitutes a part of the Mortgage File that was endorsed or

assigned to the Trustee shall be endorsed and assigned to the Seller in the same

manner such that the Loan Seller shall be vested with legal and beneficial title

to such Mortgage Loan, in each case without recourse, including any property

acquired in respect of such Mortgage Loan or proceeds of any insurance policies

with respect thereto.

Section 6. Closing. The closing of the sale of the Mortgage Loans

shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World

Financial Center, New York, NY 10281 at 9:00 a.m., New York time, on the Closing

Date.

The obligation of the Seller and the Purchaser to close shall be

subject to the satisfaction of each of the following conditions on or prior to

the Closing Date:

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

Purchaser specified in Section 4 of this Agreement (including, without

limitation, the representations and warranties set forth on Exhibit 2 to this

Agreement) shall be true and correct as of the Closing Date, provided that any

representations and warranties made as of a specified date shall be true and

correct as of such specified date.

(b) All Closing Documents specified in Section 7 of this Agreement,

in such forms as are agreed upon and reasonably acceptable to the Seller or the

Purchaser, as applicable, 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 Purchaser or

its designee all documents required to be delivered to the Purchaser as of the

Closing Date pursuant to Section 2 of this Agreement.

(d) The result of the examination and audit performed by the

Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory

to the Purchaser and its affiliates in their sole determination and the parties

shall have agreed to the form and contents of the Loan Seller Information (as

defined in the Indemnification Agreement) to be disclosed in the Memorandum and

the Prospectus Supplement.

(e) All other terms and conditions of this Agreement required to be

complied with on or before the Closing Date shall have been complied with, and

the Seller and the Purchaser shall have the ability to comply with all terms and

conditions and perform all dutie