UNDERWRITING AGREEMENT

EXHIBIT 1.1

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Depositor

Commercial Mortgage Pass-Through Certificates, Series 2007-C3

UNDERWRITING AGREEMENT

June 19, 2007

CREDIT SUISSE SECURITIES (USA) LLC

Eleven Madison Avenue

New York, New York 10010

KEYBANC CAPITAL MARKETS INC.

127 Public Square

Cleveland, Ohio 44114-1306

BANC OF AMERICA SECURITIES LLC

214 North Tryon Street

NC1-027-22-03

Charlotte, North Carolina 28255

GREENWICH CAPITAL MARKETS, INC.

600 Steamboat Road

Greenwich, Connecticut 06830-7168

Ladies and Gentlemen:

1. Introductory. Credit Suisse First Boston Mortgage Securities Corp., a

Delaware corporation (the "Depositor"), proposes to form one or more real estate

mortgage investment conduits (the "Trust"), which will issue certain securities

entitled Credit Suisse First Boston Mortgage Securities Corp. Commercial

Mortgage Pass-Through Certificates, Series 2007-C3 and including the classes

thereof specified on Schedule I hereto (the classes of such securities so

specified on Schedule I hereto, the "Certificates"). Each Certificate will

evidence a fractional undivided, percentage interest or beneficial interest in

the Trust. The terms on which the Trust will issue the Certificates will be

specified in the Prospectus (as defined herein). The property of the Trust will

consist of a pool of 238 fixed rate mortgage loans, secured by multifamily and

commercial properties (collectively, the "Mortgage Loans") that will be

purchased by the Depositor from Column Financial, Inc. (the "Column Mortgage

Loan Seller") and KeyBank National Association (the "KeyBank Mortgage Loan

Seller" and together with the Column Mortgage Loan Seller, the "Mortgage Loan

Sellers"), pursuant to those certain Mortgage Loan Purchase Agreements, each

dated as of June 1, 2007 (the "Mortgage Loan Purchase Agreements"), and will be

serviced by KeyCorp Real Estate Capital Markets, as master servicer (the "Master

Servicer No. 1"), Wachovia Bank, National Association (the "Master Servicer No.

2" and together with the Master Servicer No. 1, the "Master Servicers"), and if

and when necessary LNR Partners, Inc. as special servicer (the "Special

Servicer"), pursuant to that certain Pooling and Servicing Agreement (the

"Pooling and Servicing Agreement"), to be dated as of June 1, 2007, by and among

the Depositor, the Master Servicers, the Special Servicer and Wells Fargo Bank,

N.A., as trustee (the "Trustee"), and certain related property to be conveyed to

the Trust by the Depositor (the "Trust Fund"). The Mortgage Loans will be

transferred to the Trust, and the Certificates will be issued pursuant to the

Pooling and Servicing Agreement.

The offering of the Certificates made pursuant to the Registration

Statement (as defined below) will be made through you as underwriters. This

Agreement provides for the sale of such Certificates to, and the purchase and

offering thereof by, you, as underwriters (the "Underwriters" and, individually,

an "Underwriter"). Schedule I shall specify the principal or notional balance of

each Class of the Certificates to be issued and any terms thereof not otherwise

specified in the Pooling and Servicing Agreement, the Classes of Certificates

subject to this Agreement, the price at which such Certificates are to be

purchased by the Underwriters from the Depositor, the aggregate amount of

Certificates to be purchased by you and the initial public offering price or the

method by which the price at which such Certificates are to be sold will be

determined. The offering of the Certificates will be governed by this Agreement.

At or prior to the time when sales to purchasers of the Certificates were

first made, which was approximately 1:00 p.m. on June 19, 2007 (the "Time of

Sale"), the Depositor had prepared the following information (collectively, the

"Rule 159 Information"): the Depositor's Free Writing Prospectus dated June 8,

2007 (the cover page of which is attached hereto as Annex A) (as modified on

June 19, 2007 by the Update to Free Writing Prospectus dated June 19, 2007) to

the Depositor's Prospectus dated April 10, 2007, the term sheet dated June 8,

2007, relating to the Certificates, and each "free-writing prospectus" (as

defined pursuant to Rule 405 under the 1933 Act) (a "Free Writing Prospectus")

the first page of each of which is attached as Annex B hereto. If, subsequent to

the date of this Agreement, the Depositor and the Underwriters determine that

such information included an untrue statement of material fact or omitted to

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

light of the circumstances under which they were made, not misleading and

terminate their old purchase contracts and enter into new purchase contracts

with investors in the Certificates, then "Rule 159 Information" will refer to

the information conveyed to purchasers at the time of entry into the first such

new purchase contract, including any information that corrects such material

misstatements or omissions ("Corrective Information") and "Time of Sale" will

refer to the time and date on which such new purchase contracts were entered

into.

2. Representations and Warranties of the Depositor. The Depositor

represents and warrants to you as of the date hereof as follows:

(a) The Depositor has filed with the Securities and Exchange Commission

(the "Commission") a registration statement (File No. 333-141613) on Form S-3

for the registration of the Certificates under the Securities Act of 1933, as

amended (the "1933 Act"), which registration statement has become effective. The

Depositor proposes to and will file with the Commission pursuant to Rule 424(b)

under the 1933 Act a supplement to the form of prospectus included in such

registration statement relating to the Certificates and the plan of distribution

thereof. Such registration statement, including the exhibits thereto and

information that is contained in the Prospectus (as defined below) and is deemed

to be part of and included in such registration statement, as such registration

statement may have been amended or supplemented at the date of the Prospectus,

and including the Prospectus, is hereinafter referred to as the "Registration

Statement"; the prospectus first required to be filed to satisfy the condition

set forth in Rule 172(c) and pursuant to Rule 424(b) under the 1933 Act, is

hereinafter referred to as the "Base Prospectus"; such form of supplement to the

Base Prospectus relating to the Certificates, in the form first required to be

filed to satisfy the condition set forth in Rule 172(c) and pursuant to Rule

424(b) under the 1933 Act (including the Base Prospectus as so supplemented) is

hereinafter referred to as the "Prospectus Supplement"; and the Base Prospectus

and the Prospectus Supplement, together, are hereinafter referred to as the

"Prospectus." The conditions to the use of a registration statement on Form S-3

under the 1933 Act, as set forth in the General Instructions to Form S-3, and

the conditions of Rule 415 under the 1933 Act have been satisfied with respect

to the Registration Statement; and no other amendment to the Registration

Statement will be filed which shall have been reasonably disapproved by you

promptly after reasonable notice thereof. There is no request by the Commission

for any further amendment of the Registration Statement or the Prospectus or for

any additional information; the Commission has not issued any stop order

suspending the effectiveness of the Registration Statement and the Depositor is

not aware of any proceeding for that purpose having been instituted or

threatened; and there has been no notification with respect to the suspension of

the qualification for sale of the Certificates for sale in any jurisdiction or

any proceeding for such purpose having been instituted or threatened;

(b) the Registration Statement (i) on its effective date and on the date

of the then most recently filed Prospectus Supplement conformed in all respects

to the requirements of the 1933 Act and the rules and regulations thereunder

(the "Rules and Regulations") and did not include any untrue statement of a

material fact or omit to state any material fact required to be stated therein

or necessary to make the statements therein not misleading and (ii) on the date

hereof will conform in all respects to the requirements of the 1933 Act and the

Rules and Regulations thereunder and will not include any untrue statement of a

material fact or omit to state any material fact required to be stated therein

or necessary to make the statements therein not misleading and the Prospectus on

the date hereof and on the Specified Delivery Date (as defined in Section 3

hereof) will conform in all respects to the requirements of the 1933 Act and the

Rules and Regulations thereunder and will not include any untrue statement of a

material fact or omit to state any material fact required to be stated therein

or necessary to make the statements therein, in the light of the circumstances

under which they were made, not misleading; provided, however, that the

foregoing does not apply to statements in or omissions from either the

Registration Statement or the Prospectus to the extent based upon and in

conformity with (A) written information furnished to the Depositor by any

Underwriter specifically for use therein (the "Underwriter Information"), (B)

information contained in the Prospectus Supplement regarding the Mortgage Loans

that is contained in the "Loan Detail" (as defined below) or, to the extent

consistent therewith, the Diskette (as defined below), (C) information contained

in the Prospectus Supplement regarding any Mortgage Loan Seller, the Mortgage

Loans sold by such Mortgage Loan Seller to the Depositor or the related

mortgaged real properties, in the case of clauses (B) and (C), to the extent

such information is covered by the related indemnification agreement, dated as

of the date hereof, by and among the Depositor, such Mortgage Loan Seller,

Credit Suisse Securities (USA) LLC, as Initial Purchaser (in such capacity, the

"Initial Purchaser"), and each Underwriter (each such indemnification agreement,

a "Mortgage Loan Seller Indemnification Agreement" and the information in

clauses (B) and (C), collectively, the "Mortgage Loan Sellers' Information"),

and (D) information contained in the Prospectus Supplement regarding the Master

Servicers, the Special Servicer and the Trustee (each of the Master Servicers,

the Special Servicer and the Trustee, a "Transaction Party" and collectively,

the "Transaction Parties") under the headings "The Series 2007-C3 Pooling and

Servicing Agreement--The Master Servicers," "--The Special Servicer" and "--The

Trustee," as applicable, and certain other sections in the Prospectus

Supplement, in each case as specified in, and only to the extent such

information is covered by, the related indemnification agreement, dated as of

the date hereof, by and among the Depositor, such Transaction Party, the Initial

Purchaser and each Underwriter (each such indemnification agreement, a

"Transaction Party Indemnification Agreement" and collectively with the Mortgage

Loan Seller Indemnification Agreements, the "Indemnification Agreements"; the

information in this clause (D), collectively, the "Transaction Party

Information"). "Loan Detail" shall mean the information set forth in Annex A-1

and Annex A-2 to the Prospectus Supplement. "Diskette" shall mean the

information set forth on the diskette attached to the Prospectus Supplement;

(c) There is no request by the Commission for any further amendment of the

Registration Statement or the Prospectus or for any additional information; the

Commission has not issued any stop order suspending the effectiveness of the

Registration Statement and the Depositor is not aware of any proceeding for that

purpose having been instituted or threatened; and there has been no notification

with respect to the suspension of the qualification for sale of the Certificates

for sale in any jurisdiction or any proceeding for such purpose having been

instituted or threatened;

(d) The Rule 159 Information, at the Time of Sale, did not, and at the

Closing Date will not, contain any untrue statement of a material fact or omit

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

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

provided that the Depositor makes no representation and warranty with respect to

(A) any statements or omissions made in reliance upon and in conformity with the

Underwriter Information or (B) any Mortgage Loan Seller Information contained in

or omitted from such Time of Sale Information. The parties acknowledge that none

of the Underwriters has furnished any Underwriter Information to the Depositor

expressly for use in the Rule 159 Information.

(e) Other than the Prospectus, the Depositor (including its agents and

representatives other than the Underwriters in their capacity as such) has not

made, used, prepared, authorized, approved or referred to and will not make,

use, prepare, authorize, approve or refer to any "written communication" (as

defined in Rule 405 under the 1933 Act) that constitutes an offer to sell or

solicitation of an offer to buy the Certificates other than (i) any document not

constituting a prospectus pursuant to Section 2(a)(10)(a) of the 1933 Act or

Rule 134 under the 1933 Act, (ii) the Rule 159 Information, and (iii) each other

written communication of the Depositor or its agents and representatives

approved by the Underwriters either in writing in advance or in any other manner

mutually agreed by the Underwriters and the Depositor (each such communication

referred to in clause (ii) and this clause (iii), together with any other

"issuer free writing prospectus," as defined in Rule 433(h) under the 1933 Act,

relating to the Certificates, being referred to herein as an "Issuer Free

Writing Prospectus"). Each such Issuer Free Writing Prospectus complied or, if

used after the date hereof, will comply, in all material respects with the 1933

Act and the rules and regulations promulgated thereunder, has been filed or will

be filed in accordance with Section 8 (to the extent required thereby) and did

not at the Time of Sale, and at the Closing Date will not, contain any untrue

statements of a material fact or (when read in conjunction with the other Rule

159 Information) omit to state a material fact necessary in order to make the

statements therein, in the light of the circumstances under which they were

made, not misleading; provided that the Depositor makes no representation and

warranty with respect to (i) any statements or omissions made in reliance upon

and in conformity with the Underwriter Information or (ii) any Mortgage Loan

Seller Information contained in or omitted from any Issuer Free Writing

Prospectus. The parties acknowledge that none of the Underwriters has furnished

any Underwriter Information to the Depositor expressly for use in any Issuer

Free Writing Prospectus.

(f) the Depositor has been duly organized and is validly existing as a

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

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

described in the Prospectus, is duly qualified as a foreign corporation in good

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

the conduct of its business requires such qualification, except where the

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

Depositor or its ability to perform its obligations under this Agreement, any

Mortgage Loan Purchase Agreement or the Pooling and Servicing Agreement, and is

conducting its business so as to comply in all material respects with the

applicable statutes, ordinances, rules and regulations of the jurisdictions in

which it is conducting business;

(g) the Pooling and Servicing Agreement, the Mortgage Loan Purchase

Agreements and the Certificates conform, or will conform as of the Specified

Delivery Date, to the description thereof contained in the Registration

Statement and the Prospectus; and the Certificates, on the date hereof, will

have been duly and validly authorized and, when such Certificates are duly and

validly executed by the Depositor or the Trustee, authenticated by the Trustee

and delivered in accordance with the Pooling and Servicing Agreement and

delivered and paid for as provided herein, will be validly issued and

outstanding and entitled to the benefits afforded by the Pooling and Servicing

Agreement;

(h) the Depositor is not in violation of its certificate of incorporation

or by-laws or in default under any agreement, indenture or instrument the effect

of which violation or default would be material and adverse to the Depositor or

which violation or default would have a material adverse effect on the

performance by the Depositor of its obligations under this Agreement, the

Pooling and Servicing Agreement, the Certificates or any of the Mortgage Loan

Purchase Agreements; there are no actions or proceedings against, or

investigations of, the Depositor pending, or, to the knowledge of the Depositor,

threatened, before any court, administrative agency or other tribunal (i)

asserting the invalidity of this Agreement, the Pooling and Servicing Agreement,

any of the Mortgage Loan Purchase Agreements or the Certificates, (ii) seeking

to prevent the issuance of the Certificates or the consummation of any of the

transactions contemplated by this Agreement, (iii) which might materially and

adversely affect the performance by the Depositor of its obligations under, or

the validity or enforceability against the Depositor of, this Agreement, the

Pooling and Servicing Agreement, any of the Mortgage Loan Purchase Agreements or

the Certificates or (iv) seeking to affect adversely the federal income tax

attributes of the Certificates described in the Prospectus;

(i) there has not been, and as of the Specified Delivery Date there will

not be, any material adverse change in the business operations, financial

condition, properties or assets of the Depositor since the date of its latest

audited financial statements which would have a material adverse effect on the

ability of the Depositor to perform its obligations under this Agreement, the

Pooling and Servicing Agreement or any of the Mortgage Loan Purchase Agreements;

(j) there are no contracts, indentures or other documents of a character

required by the 1933 Act or by the rules and regulations thereunder to be

described or referred to in the Registration Statement or the Prospectus or to

be filed as exhibits to the Registration Statement which have not been so

described or referred to therein or so filed or incorporated by reference as

exhibits thereto;

(k) the Depositor possesses all material licenses, certificates,

authorizations or permits issued by the appropriate state, federal or foreign

regulatory agencies or bodies necessary to conduct the business now operated by

it, and the Depositor has not received any notice of proceedings relating to the

revocation or modification of any such license, certificate, authorization or

permit which, singly or in the aggregate, if the subject of any unfavorable

decision, ruling or finding, would materially and adversely affect the

condition, financial or otherwise, or the earnings, business affairs or business

prospects of the Depositor;

(l) the issue and sale of the Certificates and the compliance by the

Depositor with all of the provisions of the Certificates, each Mortgage Loan

Purchase Agreement, this Agreement and the Pooling and Servicing Agreement, and

the execution and delivery by the Depositor of this Agreement, the Pooling and

Servicing Agreement and the Mortgage Loan Purchase Agreements are within the

corporate power of the Depositor and have been, or will have been, duly

authorized by all necessary corporate action on the part of the Depositor; and

neither the execution and delivery by the Depositor of such instruments, nor the

consummation by the Depositor of the transactions herein or therein

contemplated, nor the compliance by the Depositor with the provisions hereof or

thereof, will (A) conflict with or result in a breach of, or constitute a

default under, any of the provisions of the certificate of incorporation or

by-laws of the Depositor, (B) conflict with any of the provisions of any law,

governmental rule, regulation, judgment, decree or order binding on the

Depositor or its properties, (C) conflict with any of the provisions of any

indenture, mortgage, contract or other instrument to which the Depositor is a

party or by which it is bound or (D) except as contemplated by the Pooling and

Servicing Agreement, result in the creation or imposition of any lien, charge or

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

indenture, mortgage, contract or other instrument;

(m) this Agreement has been duly authorized, executed and delivered by the

Depositor;

(n) on the Specified Delivery Date, the Pooling and Servicing Agreement

and the Mortgage Loan Purchase Agreements will have been duly authorized,

executed and delivered by the Depositor and will be valid and binding agreements

of the Depositor, enforceable against the Depositor in accordance with their

respective terms, except to the extent that enforcement thereof may be limited

by (1) bankruptcy, insolvency, reorganization, moratorium or other similar laws

now or hereafter in effect relating to creditors' rights generally and (2)

general principles of equity (regardless of whether enforceability is considered

in a proceeding at law or in equity);

(o) all approvals, authorizations, consents, orders or other actions of

any person, corporation or other organization, or of any court, governmental

agency or body or official (except with respect to the state securities or "blue

sky" laws of various jurisdictions) required in connection with the valid and

proper authorization, issuance and sale of the Certificates pursuant to this

Agreement and the Pooling and Servicing Agreement have been or will be taken or

obtained on or prior to the Specified Delivery Date;

(p) at the Specified Delivery Date, each of the Mortgage Loans will meet

the criteria for selection described in the Prospectus Supplement;

(q) neither the Depositor nor the Trust Fund is, and neither the sale of

the Certificates in the manner contemplated by the Prospectus nor the activities

of the Trust Fund pursuant to the Pooling and Servicing Agreement will cause the

Depositor or the Trust Fund to be, an "investment company" or under the control

of an "investment company" as such terms are defined under the Investment

Company Act of 1940, as amended (the "Investment Company Act"), and the Pooling

and Servicing Agreement is not required to be qualified under the Trust

Indenture Act of 1939, as amended (the "Trust Indenture Act");

(r) at the time of the execution and delivery of the Pooling and Servicing

Agreement, the Depositor (A) except as disclosed in the Prospectus, will convey

to the Trustee, or cause to be conveyed to the Trustee, all of the Depositor's

right, title and interest in and to the Mortgage Loans being transferred to the

Trustee pursuant to the Pooling and Servicing Agreement, free and clear of any

lien, mortgage, pledge, charge, encumbrance, adverse claim or other security

interest (collectively "Liens") granted by or imposed upon the Depositor, (B)

will not have assigned to any person any of its right, title or interest in the

Mortgage Loans or in the Pooling and Servicing Agreement or the Certificates,

and (C) will have the power and authority to transfer or cause to be transferred

the Mortgage Loans to the Trustee and to sell the Certificates to the

Underwriters. Upon execution and delivery of the Pooling and Servicing Agreement

by the Trustee, the Trustee will have acquired ownership of all of the

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

extent disclosed in the Prospectus, and upon delivery to the Underwriters of the

Certificates pursuant hereto, each Underwriter will have good title to the

Certificates purchased by such Underwriter, in each case free of Liens granted

by or imposed upon the Depositor;

(s) under generally accepted accounting principles and for federal income

tax purposes, the Depositor will report the transfer of the Mortgage Loans to

the Trustee in exchange for the Certificates and the sale of the Certificates to

the Underwriters pursuant to this Agreement as a sale of the interest in the

Mortgage Loans evidenced by the Certificates. The consideration received by the

Depositor upon the sale of the Certificates to the Underwriters will constitute

reasonably equivalent value and fair consideration for the Certificates. The

Depositor will be solvent at all relevant times prior to, and will not be

rendered insolvent by, the sale of the Certificates to the Underwriters. The

Depositor is not selling the Certificates to the Underwriters with any intent to

hinder, delay or defraud any of the creditors of the Depositor;

(t) at the Specified Delivery Date, the respective Classes of Certificates

shall have been assigned ratings no lower than those set forth in Schedule I

hereto by the nationally recognized statistical rating organizations identified

in Schedule I hereto;

(u) any taxes, fees and other governmental charges in connection with the

execution, delivery and issuance of this Agreement, the Pooling and Servicing

Agreement and the Certificates payable by the Depositor (other than income

taxes) have been paid or will be paid at or prior to the Specified Delivery

Date; and

(v) the Depositor is not, and on the date on which the first bona fide

offer of the Certificates is made will not be, an "ineligible issuer," as

defined in Rule 405 under the 1933 Act.

3. Purchase, Sale and Delivery of Certificates. Delivery of and payment

for the Certificates will be made at such place and at such time as shall be

specified in Schedule I or at such other time thereafter as set forth in

Schedule I or as you and the Depositor shall agree upon, each such time being

hereinafter referred to as a "Specified Delivery Date." Delivery of such

Certificates shall be made by the Depositor to the Underwriters against payment

of the purchase price specified in Schedule I in same day funds wired to such

bank as may be designated by the Depositor, or by such other manner of payment

as may be agreed upon by the Depositor and you. Unless otherwise provided for,

the Certificates to be so delivered will be in definitive, fully registered

form, in such denominations and registered in such names as you request, and

will be made available through the facilities of The Depository Trust Company,

or otherwise as you may request.

4. Offering by Underwriters. (a) It is understood that the Underwriters

propose to offer the Certificates subject to this Agreement for sale to the

public as set forth in the Prospectus.

(b) Each Underwriter represents, warrants and agrees that: (i) it has not

sold or offered the Certificates in the United Kingdom, and it has not delivered

or communicated the Prospectus or any other invitation or inducement to buy or

participate in the Certificates in the United Kingdom, except to persons who (A)

have professional experience of participating in unregulated collective

investment schemes and of matters relating to investments falling within both

Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of

Collective Investment Schemes) (Exemptions) Order 2001 (the "CIS Order") and

Article 19(5) of the Financial Services and Markets Act (Financial Promotion)

Order 2001 (the "FP order") or (B) fall within Article 22(2)(a) through (d)

("high net worth companies, unincorporated associations, etc.") of the CIS Order

and Article 49(2)(a) though (d) of the FP Order; and (ii) it has complied and

will comply with all applicable provisions of the Financial Services and Markets

Act 2000 with respect to anything done by it in relation to the Certificates in,

from or otherwise involving the United Kingdom.

5. Covenants of the Depositor. The Depositor covenants and agrees with you

that:

(a) the Depositor has prepared and/or shall prepare a Prospectus

Supplement setting forth the amount of Certificates covered thereby and the

terms thereof not otherwise specified in the Base Prospectus, the price at which

such Certificates are to be purchased by the Underwriters from the Depositor,

either the initial public offering price or the method by which the price at

which such Certificates are to be sold will be determined, the selling

concessions and reallowances, if any, and such other information as you and the

Depositor deem appropriate in connection with the offering of such Certificates,

but the Depositor shall not file any amendments to the Registration Statement as

in effect with respect to the Certificates, or any amendments or supplements to

the Prospectus, unless it has first delivered copies of such amendments or

supplements to you, it has given you a reasonable opportunity to review the same

and you have reasonably objected thereto promptly thereafter; the Depositor

shall immediately advise you or your counsel (i) when notice is received from

the Commission that any post-effective amendment to the Registration Statement

has been filed or has become or will become effective or any supplement to the

Prospectus or any amended Prospectus, in each case relating to the Certificates

has been filed and will furnish you with copies thereof, (ii) of any request by

the Commission for any amendment of the Registration Statement or the Prospectus

or for any additional information relating to the Certificates and (iii) of any

order or communication suspending or preventing, or threatening to suspend or

prevent, the offer and sale of the Certificates or of any proceedings or

examinations that may lead to such an order or communication, whether by or of

the Commission or any authority administering any state securities or "blue sky"

law, as soon as the Depositor is advised thereof, and shall use its best efforts

to prevent the issuance of any such order or communication and to obtain as soon

as possible its lifting, if issued;

(b) if, at any time when the Prospectus is required to be delivered under

the 1933 Act, any event occurs as a result of which the Prospectus as then

amended or supplemented would include any untrue statement of a material fact or

omit to state any material fact necessary to make the statements therein, in

light of the circumstances under which they were made, not misleading, or if it

is necessary at any time to amend or supplement the Prospectus to comply with

the 1933 Act or the Rules and Regulations, the Depositor shall prepare and file

with the Commission, an amendment or supplement that will correct such statement

or omission or an amendment that will effect such compliance;

(c) the Depositor shall make generally available to the holders of the

Certificates (the "Certificateholders"), in each case as soon as practicable,

earning statements covering (i) a period of 12 months beginning not later than

the first day of the related Trust's fiscal quarter next following the effective

date of the Registration Statement and (ii) a period of 12 months beginning no

later than the first day of the Trust's fiscal quarter next following the date

hereof which will satisfy the provisions of Section 11(a) of the 1933 Act and

Rule 158 of the Commission with respect to the Certificates. The Depositor shall

cause the Trustee to furnish or make available, within a reasonable time after

the end of each calendar year, to each holder of a Certificate at any time

during such year, such information as the Depositor deems necessary or desirable

to assist Certificateholders in preparing their federal income tax returns;

(d) the Depositor shall furnish to you copies of the Registration

Statement, the Prospectus, and all amendments and supplements to such documents

relating to the Certificates, in each case as soon as available and in such

quantities as you reasonably request as long as you are required to deliver the

Prospectus under the 1933 Act in connection with the sale of the Certificates;

provided that any such documents requested by you on a date that is more than

nine (9) months after June 29, 2007 (the "Closing Date") shall be provided at

your expense;

(e) the Depositor shall arrange for the qualification of the Certificates

for sale and the determination of their eligibility for investment under the

laws of such jurisdictions as you designate and shall continue such

qualifications in effect so long as required for the distribution; provided,

however, that neither the Depositor nor the Trust shall be required to qualify

to do business in any jurisdiction where it is now not qualified or to take any

action which would subject it to general or unlimited service of process in any

jurisdiction in which it is now not subject to service of process;

(f) the Depositor shall, while the Certificates are outstanding;

(i) furnish to you, as soon as available, copies of all reports

filed with the Commission and copies of each notice published or mailed to

holders of the Certificates pursuant to the Pooling and Servicing Agreement; and

(ii) furnish to you such other information with respect to the Trust

or its financial condition or results of operations, as you may reasonably

request, including but not limited to information necessary or appropriate to

the maintenance of a secondary market in the Certificates; and

(g) as between itself and the Underwriters, the Depositor will pay all

expenses incidental to the performance of its obligations under this Agreement,

including without limitation (i) expenses of preparing, printing and reproducing

the Prospectus (including any amendments thereof and supplements thereto), the

Pooling and Servicing Agreement and the Certificates, (ii) the fees charged by

Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,

Inc. ("S&P") and Moody's Investors Service, Inc. ("Moody's" and together with

S&P, the "Rating Agencies") for rating the Certificates, (iii) the fees and

expenses of the Trustee, and any agent of the Trustee and the fees and

disbursements of counsel for the Trustee in connection with the Pooling and

Servicing Agreement and the Certificates, and (iv) all other costs and expenses

incidental to the performance by the Depositor of its obligations hereunder that

are not otherwise specifically provided for in this subsection. It is understood

that, except as provided in this subsection (g) and in Section 10 below, each

Underwriter will p