CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP
CAPMARK MORTGAGE LOAN PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>cs7848626-ex10_2.txt
<DESCRIPTION>CAPMARK MORTGAGE LOAN PURCHASE AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.2

                        MORTGAGE LOAN PURCHASE AGREEMENT

            This Mortgage Loan Purchase Agreement (this "Agreement"), is dated
and effective as of March 1, 2007, between Capmark Finance Inc., a California
corporation ("Capmark"), as seller (in such capacity, together with its
successors and permitted assigns hereunder, the "Seller"), and Credit Suisse
First Boston Mortgage Securities Corp., a Delaware corporation (the
"Depositor"), as purchaser (in such capacity, together with its successors and
permitted assigns hereunder, the "Purchaser").

                                    RECITALS

            Capmark desires to sell, assign, transfer, set over and otherwise
convey to the Depositor, without recourse, and the Depositor desires to
purchase, subject to the terms and conditions set forth herein, the multifamily
and commercial mortgage loans (collectively, the "Mortgage Loans") identified on
the schedule annexed hereto as Exhibit A (the "Mortgage Loan Schedule"), as such
schedule may be amended from time to time pursuant to the terms hereof.

            The Depositor intends to create a trust (the "Trust"), the primary
assets of which will be a segregated pool of multifamily and commercial mortgage
loans that includes the Mortgage Loans. Beneficial ownership of the assets of
the Trust (such assets collectively, the "Trust Fund") will be evidenced by the
Certificates (as defined below). Certain classes of the Certificates will be
rated by Moody's Investors Service, Inc. and Fitch, Inc. (together, the "Rating
Agencies"). The Trust will be created and the Certificates will be issued
pursuant to a pooling and servicing agreement to be dated as of March 1, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, as depositor,
Capmark Finance Inc., as master servicer (in such capacity, the "Master
Servicer"), Midland Loan Services, Inc., as special servicer (in such capacity,
the "Special Servicer"), and Wells Fargo Bank, N.A., as trustee (in such
capacity, together with any successor as trustee, the "Trustee"), relating to
the issuance of Credit Suisse First Boston Mortgage Securities Corp. Commercial
Mortgage Pass-Through Certificates, Series 2007-C1 (the "Certificates").
Capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement as
in full force and effect on the Closing Date (as defined in Section 1 hereof).
It is anticipated that the Depositor will transfer the Mortgage Loans to the
Trust contemporaneously with its purchase of the Mortgage Loans hereunder.

            The Depositor intends to sell certain classes of the Certificates
(collectively, the "Publicly Offered Certificates") to Credit Suisse Securities
(USA) LLC ("Credit Suisse Securities") and the other underwriters that are
parties to the Underwriting Agreement (as defined below) (collectively in such
capacity, the "Underwriters"), pursuant to an underwriting agreement dated as of
March 1, 2007 (the "Underwriting Agreement"), between the Depositor, Credit
Suisse Securities, California Fina Group, Inc. (DBA: Finacorp Securities),
Greenwich Capital Markets, Inc. and Wachovia Capital Markets, LLC. The Depositor
intends to sell certain classes of the remaining Certificates (the "Privately
Offered Certificates") to Credit Suisse Securities, pursuant to a certificate
purchase agreement dated as of March 1, 2007 (the "Certificate Purchase
Agreement"), between the Depositor and Credit Suisse Securities (in such
capacity, the "Initial Purchaser"). The Publicly Offered Certificates are more
fully described in a prospectus dated October 30, 2006 (the "Base Prospectus"),
and the supplement to the Base Prospectus dated March 1, 2007 (the "Prospectus
Supplement"; and, together with the Base Prospectus, the "Prospectus"), as each
may be amended or supplemented at any time hereafter. The Privately Offered
Certificates are more fully described in a confidential offering circular dated
March 1, 2007 (the "Confidential Offering Circular"), as it may be amended or
supplemented at any time hereafter.

            Capmark will indemnify the Depositor, Credit Suisse Securities (both
in its capacity as an Underwriter and in its capacity as the Initial Purchaser),
the other Underwriters and certain related parties with respect to the
disclosure regarding the Mortgage Loans contained in the Prospectus, the
Confidential Offering Circular and certain other disclosure documents and
offering materials relating to the Certificates, pursuant to an indemnification
agreement dated March 1, 2007 (the "Indemnification Agreement"), among Capmark ,
the Depositor, Credit Suisse Securities (both in its capacity as an Underwriter
and in its capacity as the Initial Purchaser) and the other Underwriters.

            NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:

            SECTION 1 Agreement to Purchase. The Seller agrees to sell, assign,
transfer, set over and otherwise convey to the Purchaser, without recourse, and
the Purchaser agrees to purchase from the Seller, subject to the Seller's
transfer of the related servicing rights as provided in the Servicing Rights
Purchase Agreement dated as of March 1, 2007 (the "Servicing Rights Purchase
Agreement") between the Seller and Capmark Finance Inc. and subject to the terms
and conditions set forth herein, the Mortgage Loans, other than (i) any rights
of the lender under the related Mortgage Loan Documents to establish and/or own
a successor borrower in connection with a defeasance of a Mortgage Loan and (ii)
in the case of the Mortgage Loan identified on the Mortgage Loan Schedule as
Woodbrook Lane, any related exit fees provided for under the related Mortgage
Loan Documents. The purchase and sale of the Mortgage Loans shall take place on
March 16, 2007 or such other date as shall be mutually acceptable to the parties
hereto (the "Closing Date"). As of the close of business on the respective Due
Dates for the Mortgage Loans in March 2007 (individually and collectively, the
"Cut-off Date"), the Mortgage Loans will have an aggregate principal balance,
after application of all payments of principal due on the Mortgage Loans on or
before the Cut-off Date, whether or not received, as set forth in the Mortgage
Loan Schedule attached hereto as Exhibit A. Seller shall sell to Depositor, and
Depositor shall purchase from Seller, the Mortgage Loans pursuant to this
Agreement for the Mortgage Loan Purchase Price (as defined herein), which
includes accrued interest on the Mortgage Loans at their respective Net Mortgage
Rates from and including the Cut-off Date to but not including the Closing Date,
and the Purchaser shall pay such purchase price to the Seller on the Closing
Date by wire transfer in immediately available funds to an account designated by
the Seller or by such other method as shall be mutually acceptable to the
parties hereto. The "Mortgage Loan Purchase Price" paid by Depositor shall be
equal to the amount that the Depositor and the Seller have mutually agreed upon.

            SECTION 2 Conveyance of the Mortgage Loans.

            (a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and the other conditions to the
Seller's obligations set forth herein, the Seller does hereby sell, assign,
transfer, set over and otherwise convey to the Purchaser, subject to the
Seller's transfer of the related servicing rights as provided in the Servicing
Rights Purchase Agreement, without recourse, all of the right, title and
interest of the Seller in and to the Mortgage Loans (other than (i) any rights
of the lender under the related Mortgage Loan Documents to establish and/or own
a successor borrower in connection with a defeasance of a Mortgage Loan and (ii)
in the case of the Mortgage Loan identified on the Mortgage Loan Schedule as
Woodbrook Lane, any related exit fees provided for under the related Mortgage
Loan Documents), including all interest and principal received on or with
respect to the Mortgage Loans after the Cut-off Date (other than scheduled
payments of interest and principal due on or before the Cut-off Date), together
with all of the right, title and interest of the Seller in and to the proceeds
of any related title, hazard or other insurance policies and any escrow, reserve
or other comparable accounts related to the Mortgage Loans.

            (b) The Purchaser shall be entitled to receive all scheduled
payments of principal and interest due on the Mortgage Loans after the Cut-off
Date, and all other recoveries of principal and interest collected thereon after
the Cut-off Date (other than scheduled payments of principal and interest due on
the Mortgage Loans on or before the Cut-off Date and collected after the Cut-off
Date, which shall belong to the Seller).

            (c) On or before the Closing Date, the Seller shall, at its expense,
subject to Section 19, deliver to and deposit with, or cause to be delivered to
and deposited with, the Purchaser or its designee the Mortgage File and any
Additional Collateral (other than reserve funds and escrow payments) with
respect to each Mortgage Loan; provided, however, that in connection with the
delivery of the Mortgage File, the original of each Letter of Credit (and any
related amendment or assignment), if any, shall be delivered to the Master
Servicer and a copy thereof shall be delivered to the Trustee or its designated
Custodian. In addition, with respect to each Mortgage Loan as to which any
Additional Collateral is in the form of a Letter of Credit as of the Closing
Date, the Seller shall cause to be prepared, executed and delivered to the
issuer of each such Letter of Credit such notices, assignments and
acknowledgments as are required under such Letter of Credit to assign, without
recourse, to the Trustee (whether by actual assignment or by amendment of the
Letter of Credit) the Seller's rights as the beneficiary thereof and drawing
party thereunder. Unless the Purchaser notifies the Seller in writing to the
contrary, the designated recipient of the items described in the second
preceding sentence (subject to the proviso to that sentence), and the designated
beneficiary under each Letter of Credit referred to in the preceding sentence,
shall be the Trustee.

            If the Seller cannot deliver on the Closing Date any original or
certified recorded or filed document or original policy of title insurance which
is to be delivered as part of the related Mortgage File for any Mortgage Loan
solely because the Seller is delayed in making such delivery by reason of the
fact that such original or certified recorded or filed document has not been
returned by the appropriate recording or filing office or such original policy
of title insurance has not yet been issued, then the Seller shall deliver such
documents to the Purchaser or its designee, promptly upon the Seller's receipt
thereof.

            In addition, the Seller shall, at its expense, deliver to and
deposit with, or cause to be delivered to and deposited with, the Purchaser or
its designee, within three (3) Business Days after the Closing Date, the
following items (except to the extent that any of the following items are to be
retained by a subservicer that will continue to act on behalf of the Purchaser
or its designee): (i) originals or copies of all financial statements,
appraisals, environmental/ engineering reports, leases, rent rolls, third-party
underwriting reports, insurance policies, legal opinions, tenant estoppels and
any other documents that the Purchaser or its servicing agent reasonably deems
necessary to service the subject Mortgage Loan in the possession or under the
control of the Seller that relate to the Mortgage Loans, copies of all documents
required to be delivered by the Seller to the Purchaser or its designee as a
part of a Mortgage File and, to the extent they are not required to be a part of
a Mortgage File for any Mortgage Loan, originals or copies of all documents,
certificates and opinions in the possession or under the control of the Seller
that were delivered by or on behalf of the related Borrowers in connection with
the origination of the Mortgage Loans (provided that the Seller shall not be
required to deliver any attorney-client privileged communication or any other
documents or materials prepared by the Seller or its Affiliates solely for
internal credit analysis and/or other internal uses); and (ii) all unapplied
reserve funds and escrow payments in the possession or under the control of the
Seller that relate to the Mortgage Loans. Unless the Purchaser notifies the
Seller in writing to the contrary, the designated recipient of the items
described in clauses (i) and (ii) of the preceding sentence shall be the Master
Servicer.

            Notwithstanding the foregoing, if the Seller is unable to deliver
any Letter of Credit constituting Additional Collateral for any Mortgage Loan,
then the Seller may, in lieu thereof, deliver on behalf of the related Borrower,
to be used for the same purposes as such missing Letter of Credit either: (i) a
substitute letter of credit substantially comparable to, but in all cases in the
same amount and with the same draw conditions and renewal rights as, that Letter
of Credit and issued by an obligor that meets any criteria in the related
Mortgage Loan Documents applicable to the issuer of that Letter of Credit; or
(ii) a cash reserve in an amount equal to the amount of that Letter of Credit.
For purposes of the delivery requirements of this Section 2(c), any such
substitute letter of credit shall be deemed to be Additional Collateral of the
type covered by the first paragraph of this Section 2(c) and any such cash
reserve shall be deemed to be reserve funds of the type covered by the third
paragraph of this Section 2(c).

            In connection with the foregoing paragraphs of this Section 2(c),
the Seller shall receive copies, or otherwise be the beneficiary, of all
certifications relating to the Mortgage Loans made and/or delivered by the
Trustee pursuant to Section 2.02(a) and Section 2.02(b) of the Pooling and
Servicing Agreement.

            (d) The Seller shall be responsible for all reasonable fees and
out-of-pocket costs and expenses associated with recording and/or filing any and
all assignments and other instruments of transfer with respect to the Mortgage
Loans that are required to be recorded or filed, as the case may be, under the
Pooling and Servicing Agreement; provided that subject to the next paragraph,
the Seller shall not be responsible for actually recording or filing any such
assignments or other instruments of transfer. If the Seller receives written
notice that any such assignment or other instrument of transfer is lost or
returned unrecorded or unfiled, as the case may be, because of a defect therein,
the Seller shall prepare or cause the preparation of a substitute therefor or
cure such defect, as the case may be; provided that the cost of such preparation
shall be borne by the Purchaser if the loss or return is caused by the
Purchaser's negligence. The Seller shall provide the Purchaser or its designee
with a power of attorney to enable it or them to record any loan documents that
the Purchaser has been unable to record. Unless the Purchaser notifies the
Seller in writing to the contrary, the designated recipients of the power of
attorney referred to in the preceding sentence shall be the Trustee.

            Notwithstanding the immediately preceding paragraph, the Seller may,
at its sole cost and expense, engage a third-party contractor to prepare or
complete in proper form for filing and recording any and all of the assignments
and other instruments described in the immediately preceding paragraph,
including assignments of UCC Financing Statements, with respect to the Mortgage
Loans, to submit such assignments and instruments for filing and recording, as
the case may be, in the applicable public filing and recording offices and to
deliver such assignments and instruments to the Trustee or its designee as such
assignments and other instruments (or certified copies thereof) are received
from the applicable filing and recording offices with evidence of such filing
and recording indicated thereon. However, in the event the Seller engages a
third-party contractor as contemplated in the immediately preceding sentence,
the rights, duties and obligation of the Seller pursuant to this Agreement
remain binding on the Seller.

            (e) Upon the sale of Certificates representing at least 10% of the
total principal balance of all the Certificates to unaffiliated third parties,
the Seller shall, under GAAP, report its transfer of the Mortgage Loans to the
Purchaser, as provided herein, as a sale of the Mortgage Loans to the Purchaser
in exchange for the consideration specified in Section 1 hereof. In connection
with the foregoing, upon sale of Certificates representing at least 10% of the
total principal balance of all the Certificates to unaffiliated third parties,
the Seller shall cause all of its financial and accounting records to reflect
such transfer as a sale (as opposed to a secured loan).

            (f) After the Seller's transfer of the Mortgage Loans to the
Purchaser, as provided herein, the Seller shall not take any action inconsistent
with the Purchaser's ownership of the Mortgage Loans. Except for actions that
are the express responsibility of another party hereunder or under the Pooling
and Servicing Agreement, and further except for actions that the Seller is
expressly permitted to complete subsequent to the Closing Date, the Seller
shall, on or before the Closing Date, take all actions required under applicable
law to effectuate the transfer of the Mortgage Loans by the Seller to the
Purchaser.

            (g) The Mortgage Loan Schedule, as it may be amended from time to
time, shall meet the criteria set forth in the definition of "Mortgage Loan
Schedule" under the Pooling and Servicing Agreement. The Seller shall, within 15
days of its discovery or receipt of notice of any error on the Mortgage Loan
Schedule, amend such Mortgage Loan Schedule and deliver to the Purchaser or the
Trustee, as the case may be, an amended Mortgage Loan Schedule.

            SECTION 3 Examination of Mortgage Loan Files and Due Diligence
Review. The Seller shall reasonably cooperate with any examination of the
Mortgage Files for, and any other documents and records relating to, the
Mortgage Loans that may be undertaken by or on behalf of the Purchaser. The fact
that the Purchaser has conducted or has failed to conduct any partial or
complete examination of any of the Mortgage Files for, and/or any of such other
documents and records relating to, the Mortgage Loans, shall not affect the
Purchaser's right to pursue any remedy available in equity or at law for a
breach of the Seller's representations and warranties made pursuant to Section 4
(subject, however, to Section 5(e)).

            SECTION 4 Representations, Warranties and Covenants of the Seller
and the Purchaser.

            (a) The Seller hereby makes, as of the date hereof, to and for the
benefit of the Purchaser, each of the representations and warranties set forth
in Exhibit B-1. The Purchaser hereby makes, as of the date hereof, to and for
the benefit of the Seller, each of the representations and warranties set forth
in Exhibit B-2.

            (b) The Seller hereby makes, as of the date hereof (or as of such
other date specifically provided in the particular representation or warranty),
to and for the benefit of the Purchaser, with respect to each Mortgage Loan,
each of the representations and warranties set forth in Exhibit C, subject,
however, to the exceptions set forth in Schedule C-1 hereto and Section 19.

            (c) The Seller hereby represents and warrants, as of the date
hereof, to and for the benefit of the Depositor only, that the Seller has not
dealt with any broker, investment banker, agent or other person (other than the
Depositor, Credit Suisse Securities and the other Underwriters) who may be
entitled to any commission or compensation in connection with the sale to the
Purchaser of the Mortgage Loans.

            (d) The Seller hereby agrees that it shall be deemed to make, as of
the date of substitution, to and for the benefit of the Purchaser, with respect
to any replacement mortgage loan (a "Replacement Mortgage Loan") that is
substituted for a Defective Mortgage Loan (as defined in Section 5(a) hereof),
pursuant to Section 5(a) of this Agreement, each of the representations and
warranties set forth in Exhibit C (subject to any exceptions disclosed at such
time) (with references in such exhibits to "Closing Date" being deemed to be
references to the "date of substitution," references in such exhibits to
"Cut-off Date" being deemed to be references to the "most recent Due Date for
the subject Replacement Mortgage Loan on or before the date of substitution" and
references in such exhibits to "March 2007" and "April 2007" being deemed to be
references to the "month of substitution" and the "month preceding the month of
substitution," respectively). From and after the date of substitution, each
Replacement Mortgage Loan, if any, shall be deemed to constitute a "Mortgage
Loan" hereunder for all purposes.

            (e) It is understood and agreed that the representations and
warranties set forth in or made pursuant to this Section 4 shall survive
delivery of the respective Mortgage Files to the Purchaser or its designee and
shall inure to the benefit of the Purchaser for so long as any of the Mortgage
Loans remain outstanding, notwithstanding any restrictive or qualified
endorsement or assignment.

            (f) At the Time of Sale (as defined in the Indemnification
Agreement), the information set forth in any Disclosure Information (as defined
in the Indemnification Agreement), as last forwarded to each prospective
investor at or prior to the date on which a contract for sale was entered into
with such prospective investor, (i) does not contain 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 and (ii) complies with the requirements of and contains all of
the applicable information required by Regulation AB (as defined in the
Indemnification Agreement); but only to the extent that (i) such information
regards the Mortgage Loans and is contained in the Master Tape (as defined in
the Indemnification Agreement) or, to the extent consistent therewith, the
Diskette (as defined in the Indemnification Agreement) or (ii) such information
regarding the Seller or the Mortgage Loans was contained in the Confidential
Offering Circular or the Prospectus Supplement under the headings "Summary of
Prospectus Supplement--Relevant Parties/Entities--Sponsors and Mortgage Loan
Sellers," "--Relevant Parties/Entities--Originators," "--The Underlying Mortgage
Loans" and "--Source of the Underlying Mortgage Loans," "Risk Factors,"
"Description of the Sponsors and Mortgage Loan Sellers" and "Description of the
Underlying Mortgage Loans" and such information does not represent an incorrect
restatement or an incorrect aggregation of correct information regarding the
Mortgage Loans contained in the Master Tape (as defined in the Indemnification
Agreement); provided that, the Seller makes no representation or warranty to the
extent that any such untrue statement or omission or alleged untrue statement or
omission was made as a result of an error in the manipulation of, or an error in
any calculations based upon, or an error in any aggregation (other than an
aggregation made in the Master Tape by the Seller) of, the numerical, financial
and/or statistical information regarding the Mortgage Loan Seller Information
(as defined in the Indemnification Agreement).

            SECTION 5 Notice of Breach; Cure, Repurchase and Substitution.

            (a) The Trustee or its designee shall provide the Seller with
written notice of any Material Breach or Material Document Defect with respect
to any Mortgage Loan. Within 90 days (or in the case of a Material Document
Defect that consists of the failure to deliver a Specially Designated Mortgage
Loan Document with respect to any Mortgage Loan, 15 days) after the earlier of
discovery or receipt of written notice by the Seller that there has been a
Material Breach or Material Document Defect with respect to any Mortgage Loan
(such 90-day (or, if applicable, 15-day) period, the "Initial Resolution
Period"), the Seller shall, subject to Section 5(b), Section 5(c) and Section
5(d) below, (i) correct or cure such Material Breach or Material Document
Defect, as the case may be, in all material respects or (ii) repurchase the
Mortgage Loan affected by such Material Breach or Material Document Defect, as
the case may be (such Mortgage Loan, a "Defective Mortgage Loan"), at the
applicable Purchase Price, with payment to be made in accordance with the
reasonable directions of the Master Servicer; provided that if the Seller shall
have delivered to the Trustee a certification executed on behalf of the Seller
by an officer thereof stating (i) that such Material Breach or Material Document
Defect, as the case may be, does not relate to whether the Defective Mortgage
Loan is or, as of the Closing Date (or, in the case of a Replacement Mortgage
Loan, as of the related date of substitution), was a "qualified mortgage" within
the meaning of Section 860G(a)(3) of the Code (a "Qualified Mortgage"), (ii)
that such Material Breach or Material Document Defect, as the case may be, is
capable of being cured but not within the applicable Initial Resolution Period,
(iii) that the Seller has commenced and is diligently proceeding with the cure
of such Material Breach or Material Document Defect, as the case may be, within
the applicable Initial Resolution Period, (iv) what actions the Seller is
pursuing in connection with the cure thereof, and (v) that the Seller
anticipates that such Material Breach or Material Document Defect, as the case
may be, will be cured within an additional period not to exceed the applicable
Resolution Extension Period (as defined below), then the Seller shall have an
additional period equal to the applicable Resolution Extension Period to
complete such cure or, failing such, to repurchase the Defective Mortgage Loan;
and provided, further, that, if the Seller's obligation to repurchase any
Defective Mortgage Loan as a result of a Material Breach or Material Document
Defect arises within the three-month period commencing on the Closing Date (or
within the two-year period commencing on the Closing Date if the Defective
Mortgage Loan is a "defective obligation" within the meaning of Section
860G(a)(4)(B)(ii) of the Code and Treasury regulation section 1.860G-2(f)) and
if the Defective Mortgage Loan is still subject to the Pooling and Servicing
Agreement, then the Seller may, at its option, subject to the terms, conditions
and limitations set forth in the Pooling and Servicing Agreement, in lieu of
repurchasing such Defective Mortgage Loan (but, in any event, no later than such
repurchase would have to have been completed), (i) replace such Defective
Mortgage Loan with one or more substitute mortgage loans that individually and
collectively satisfy the requirements of the definition of "Qualifying
Substitute Mortgage Loan" set forth in the Pooling and Servicing Agreement, and
(ii) pay any corresponding Substitution Shortfall Amount, such substitution and
payment to be effected in accordance with the terms of the Pooling and Servicing
Agreement. Any such repurchase or replacement of a Defective Mortgage Loan shall
be on a whole loan, servicing released basis. The Seller shall have no
obligation to monitor the Mortgage Loans regarding the existence of a Material
Breach or Material Document Defect, but if the Seller discovers a Material
Breach or Material Document Defect with respect to a Mortgage Loan, it will
notify the Trustee.

            "Resolution Extension Period" shall mean:

            (i) for purposes of remediating a Material Breach with respect to
      any Mortgage Loan, 90 days;

            (ii) for purposes of remediating a Material Document Defect with
      respect to any Mortgage Loan that is and remains a Performing Mortgage
      Loan throughout the applicable Initial Resolution Period, the period
      commencing at the end of the applicable Initial Resolution Period and
      ending on, and including, the earlier of (A) the 90th day following the
      end of such Initial Resolution Period and (B) the 45th day following the
      Seller's receipt of written notice from the Trustee, the Master Servicer
      or the Special Servicer of the occurrence of any Servicing Transfer Event
      with respect to such Mortgage Loan subsequent to the end of such Initial
      Resolution Period;

            (iii) for purposes of remediating a Material Document Defect with
      respect to any Mortgage Loan that is a Performing Mortgage Loan as of the
      commencement of the applicable Initial Resolution Period, but as to which
      a Servicing Transfer Event occurs during such Initial Resolution Period,
      the period commencing at the end of the applicable Initial Resolution
      Period and ending on, and including, the 90th day following the earlier of
      (A) the end of such Initial Resolution Period and (B) the Seller's receipt
      of written notice from the Trustee, the Master Servicer or the Special
      Servicer of the occurrence of such Servicing Transfer Event; and

            (iv) for purposes of remediating a Material Document Defect with
      respect to any Mortgage Loan that is a Specially Serviced Mortgage Loan as
      of the commencement of the applicable Initial Resolution Period, zero
      (-0-) days, provided that, if the Seller did not receive written notice
      from the Trustee, the Master Servicer or the Special Servicer of the
      relevant Servicing Transfer Event as of the commencement of the applicable
      Initial Resolution Period, then such Servicing Transfer Event will be
      deemed to have occurred during such Initial Resolution Period and clause
      (iii) of this definition will be deemed to apply;

provided that, except as otherwise set forth in the following two provisos,
there shall be no Resolution Extension Period in respect of a Material Document
Defect involving a Specially Designated Mortgage Loan Document for any Mortgage
Loan; and provided, further, that if a Material Document Defect exists with
respect to any Mortgage Loan, if such Mortgage Loan is then subject to the
Pooling and Servicing Agreement, and if the Seller escrows with the Master
Servicer, prior to the end of the Initial Resolution Period and any Resolution
Extension Period otherwise applicable to the remediation of such Material
Document Defect without regard to this proviso, cash in the amount of the then
Purchase Price for such Mortgage Loan and subsequently delivers to the Master
Servicer, on a monthly basis, such additional cash as may be necessary to
maintain a total escrow equal to the Purchase Price for such Mortgage Loan as
such Purchase Price may increase over time (the total amount of cash delivered
to the Master Servicer with respect to any Mortgage Loan as contemplated by this
proviso or the immediately following proviso, the "Purchase Price Security
Deposit"), then the Resolution Extension Period applicable to the remediation of
such Material Document Defect shall be extended until the earliest of (i) the
second anniversary of the Closing Date, (ii) the date on which such Mortgage
Loan is no longer outstanding and part of the Trust Fund, and (iii) if such
Mortgage Loan becomes a Specially Serviced Mortgage Loan under the Pooling and
Servicing Agreement, and if the Special Servicer determines in its reasonable
judgment that such Material Document Defect will materially interfere with or
delay the realization against the related Mortgaged Property or materially
increase the cost thereof, the end of the 30th day following the Seller's
receipt of written notice from the Special Servicer of the occurrence of the
related Servicing Transfer Event and of such determination; and provided,
further, that if the Material Document Defect referred to in the preceding
proviso consists of a failure to deliver a Specially Designated Mortgage Loan
Document with respect to any Mortgage Loan, and if the Seller delivers to the
Master Servicer a Purchase Price Security Deposit equal to 25% of the
outstanding principal balance of the subject Mortgage Loan, then the Resolution
Extension Period applicable to the remediation of such Material Document Defect
shall be extended to, and include, the 15th day following the end of the
applicable Initial Resolution Period.

            The Master Servicer shall establish, and maintain any Purchase Price
Security Deposit delivered to it with respect to any Mortgage Loan in, one or
more accounts (individually and collectively, the "Purchase Price Security
Deposit Account") and shall be entitled to make withdrawals from such account(s)
for the following purposes: (i) to cover any costs and expenses resulting from
the applicable Material Document Defect; (ii) upon any discounted payoff or
other liquidation of such Mortgage Loan, to cover any Realized Loss related
thereto; and (iii) if the Seller so directs, or if the balance on deposit in the
Purchase Price Security Deposit Account declines, and for 45 days remains, below
the Purchase Price for such Mortgage Loan (except where a Purchase Price
Security Deposit equal to 25% of the outstanding principal balance of the
subject Mortgage Loan is permitted to be delivered in order to obtain a 15-day
Resolution Extension Period with respect to the failure to deliver a Specially
Designated Mortgage Loan Document), or if such Material Document Defect is not
remedied on or before the second anniversary of the Closing Date, or if such
Mortgage Loan becomes a Specially Serviced Mortgage Loan under the Pooling and
Servicing Agreement and the Special Servicer determines in its reasonable
judgment that such Material Document Defect will materially interfere with or
delay the realization against the related Mortgaged Property or materially
increase the costs thereof and the Seller has received 30 days' prior written
notice from the Special Servicer of the occurrence of the related Servicing
Transfer Event and of such determination, to apply the Purchase Price Security
Deposit to a full or partial, as applicable, payment of the Purchase Price for
such Mortgage Loan (with the Seller to pay any remaining balance of such
Purchase Price). The Seller may obtain a release of the Purchase Price Security
Deposit for any Mortgage Loan (net of any amounts payable therefrom as
contemplated by the prior sentence) upon such Mortgage Loan's being paid in full
or otherwise satisfied, liquidated or removed from the Trust Fund or upon the
subject Material Document Defect's being remedied in all material respects. The
Seller may direct the Master Servicer to invest or cause the investment of the
funds deposited in any Purchase Price Security Deposit Account in one or more
Permitted Investments that bear interest or are sold at a discount and that
mature, unless payable on demand, no later than the Business Day prior to the
next Master Servicer Remittance Date. The Master Servicer shall act upon the
written instructions of the Seller with respect to the investment of funds in
any Purchase Price Security Deposit Account in such Permitted Investments,
provided that in the absence of appropriate written instructions from the
Seller, the Master Servicer shall have no obligation to invest or direct the
investment of funds in such Purchase Price Security Deposit Account. All income
and gain realized from the investment of funds deposited in any Purchase Price
Security Deposit Account shall be for the benefit of the Seller and shall be
withdrawn by the Master Servicer and remitted to the Seller on each Master
Servicer Remittance Date (net of any losses incurred and any deposits required
to be made by the Seller as contemplated by the second proviso to the prior
paragraph), and the Seller shall remit to the Master Servicer from the Seller's
own funds for deposit into such Purchase Price Security Deposit Account the
amount of any realized losses (net of realized gains) in respect of such
Permitted Investments immediately upon realization of such net losses and
receipt of written notice thereof from the Master Servicer; provided that the
Seller shall not be required to make any such deposit for any realized loss
which is incurred solely as a result of the insolvency of the federal or state
depository institution or trust company that holds such Purchase Price Security
Deposit Account. Neither the Trustee nor the Master Servicer shall have any
responsibility or liability with respect to the investment directions of the
Seller, the investment of funds in any Purchase Price Security Deposit Account
in Permitted Investments or any losses resulting therefrom.

            If one or more (but not all) of the Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased or replaced by the Seller as
contemplated by this Section 5(a), then, prior to the subject repurchase or
substitution, the Master Servicer shall use reasonable efforts, subject to the
terms of such Mortgage Loans, to prepare and, to the extent necessary and
appropriate, have executed by the related Borrower and record, such
documentation as may be necessary to terminate the cross-collateralization
between the Mortgage Loans in such Cross-Collateralized Group that are to be
repurchased or replaced, on the one hand, and the remaining Mortgage Loans
therein, on the other hand, such that those two groups of Mortgage Loans are
each secured only by the Mortgaged Properties identified in the Mortgage Loan
Schedule as directly corresponding thereto, provided that no such termination
shall be effected unless and until (i) the Controlling Class Representative has
consented in writing (which consent may be given or withheld in its sole
discretion) and (ii) the Trustee and the Master Servicer shall have received
from the Seller (A) an Opinion of Counsel from independent counsel to the effect
that such termination will not cause an Adverse REMIC Event to occur with
respect to the Upper-Tier REMIC or the Lower-Tier REMIC or an Adverse Grantor
Trust Event with respect to the Grantor Trust and (B) written confirmation from
each Rating Agency that such termination will not cause an Adverse Rating Event
to occur with respect to any Class of Rated Certificates; and provided, further,
that the Seller may, at its option, repurchase or replace the entire subject
Cross-Collateralized Group pursuant to the first paragraph of this Section 5(a)
in lieu of terminating the cross-collateralization. All costs and expenses
incurred by the Trustee and the Master Servicer pursuant to this paragraph shall
be included in the calculation of Purchase Price for the Mortgage Loan(s) to be
repurchased or replaced.

            If one or more (but not all) of the Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased or replaced by the Seller as
contemplated by the immediately preceding paragraph, the Seller must satisfy
both the requirements set forth in the immediately preceding paragraph and the
Crossed Mortgage Loan Repurchase Criteria (as defined in the Pooling and
Servicing Agreement).

            If the cross-collateralization of any Cross-Collateralized Group of
Mortgage Loans cannot be terminated as contemplated by the second preceding
paragraph for any reason (including, but not limited to, the Seller's failure to
satisfy any of the conditions set forth in the first proviso to the first
sentence of the second preceding paragraph), or if the proposed repurchase or
replacement of less than all of the Mortgage Loans included within such
Cross-Collateralized Group does not satisfy the applicable Crossed Mortgage Loan
Repurchase Criteria as contemplated by the immediately preceding paragraph,
then, for purposes of (i) determining whether the subject Breach or Document
Defect is a Material Breach or Material Document Defect, as the case may be, and
(ii) the application of remedies (including, without limitation, repurchase and
replacement as contemplated by this Section 5(a)), such Cross-Collateralized
Group shall be treated as a single Mortgage Loan.

            Whenever one or more mortgage loans are substituted by the Seller
for a Defective Mortgage Loan as contemplated by this Section 5(a), the Seller
shall (i) deliver the related Mortgage File for each such substitute mortgage
loan to the Trustee, (ii) certify that such substitute mortgage loan satisfies
or such substitute mortgage loans satisfy, as the case may be, all of the
requirements of the definition of "Qualifying Substitute Mortgage Loan" set
forth in the Pooling and Servicing Agreement and (iii) send such certification
to the Trustee. No mortgage loan may be substituted for a Defective Mortgage
Loan as contemplated by this Section 5(a) if the Defective Mortgage Loan to be
replaced was itself a Replacement Mortgage Loan, in which case, absent cure, in
all material respects, of the relevant Material Breach or Material Document
Defect, the Defective Mortgage Loan will be required to be repurchased as
contemplated hereby. Monthly Payments due with respect to each Replacement
Mortgage Loan (if any) after the related date of substitution, and Monthly
Payments due with respect to each Defective Mortgage Loan after the Cut-off Date
(or, in the case of a Replacement Mortgage Loan, after the date on which it is
added to the Trust Fund) and received by the Master Servicer or the Special
Servicer on behalf of the Trust on or prior to the related date of repurchase or
replacement, shall belong to the Trust Fund. Monthly Payments due with respect
to each Replacement Mortgage Loan (if any) on or prior to the related date of
substitution, and Monthly Payments due with respect to each Defective Mortgage
Loan, and received by the Master Servicer or the Special Servicer on behalf of
the Trust, after the related date of repurchase or replacement, shall belong to
the Seller (or, if applicable, any person effecting such repurchase or
substitution in the place of the Seller).

            (b) Notwithstanding Section 5(a), if there exists a Breach of any
representation or warranty on the part of the Seller with respect to any
Mortgage Loan set forth in, or made pursuant to, Section 4(b) or 4(d) of this
Agreement that the related Mortgage Loan Documents or any particular related
Mortgage Loan Document requires the related Borrower to bear the costs and
expenses associated with any particular action or matter under such Mortgage
Loan Document(s), then the Seller shall, within 90 days of the Seller's receipt
of written direction from the Master Servicer or the Special Servicer, pay the
amount of any such costs and expenses borne by the Trust that are the basis of
such Breach and have not been reimbursed by the related Borrower; provided,
however, that in the event any such costs and expenses exceed $10,000, the
Seller shall have the option to repurchase such Mortgage Loan at the applicable
Purchase Price as contemplated by Section 5(a), replace such Mortgage Loan and
pay the applicable Substitution Shortfall Amount as contemplated by Section 5(a)
or pay such costs and expenses. Except as provided in the proviso to the
immediately preceding sentence, the Seller shall remit the amount of such costs
and expenses and upon its making such payment, the Seller shall be deemed to
have cured such Breach in all respects. Provided such payment is made, this
paragraph describes the sole remedy available to the Certificateholders and the
Trustee on their behalf regarding any such Breach, regardless of whether it
constitutes a Material Breach, and the Seller shall not be obligated to
repurchase or otherwise cure such Breach under any circumstances.

            (c) If any Defective Mortgage Loan is to be repurchased or replaced
as contemplated by Section 5(a), the Seller shall amend the Mortgage Loan
Schedule to reflect the removal of the Defective Mortgage Loan and, if
applicable, the substitution of the related Replacement Mortgage Loan(s) and
shall forward such amended schedule to the Master Servicer.

            It shall be a condition to any repurchase or replacement of a
Defective Mortgage Loan by the Seller pursuant to Section 5(a) that the Trustee
shall have executed and delivered such endorsements and instruments of release,
transfer and/or assignment then presented to it by the Seller, in each case
without recourse, as shall be necessary to vest in the Seller the legal and
beneficial ownership of such Defective Mortgage Loan (including any property
acquired in respect thereof or proceeds of any insurance policy with respect
thereto) and the related Mortgage Loan Documents, to the extent that such
ownership interest was transferred to the Purchaser hereunder.

            (d) If, on or after September 30, 2008, the Seller receives notice
of a Material Document Defect with respect to any Mortgage Loan, which Material
Document Defect constitutes a Recording Omission, and if such Mortgage Loan is
still subject to the Pooling and Servicing Agreement, then the Seller, with the
written consent of the Controlling Class Representative, which consent may be
granted or withheld in its sole discretion, and written confirmation from each
Rating Agency that the following arrangement will not result in an Adverse
Rating Event with respect to any Class of Rated Certificates, in lieu of
repurchasing or replacing such Mortgage Loan (as and to the extent contemplated
by Section 5(a) above), but in no event later than such repurchase would have to
have been completed, establish a Recording Omission Credit or a Recording
Omission Reserve with the Master Servicer; provided that if the Seller has
already established a Purchase Price Security Deposit with respect to such
Mortgage Loan in accordance with Section 5(a), the outstanding balance of such
Purchase Price Security Deposit (when, if applicable, combined with an
additional amount being tendered by the Seller) is not less than the amount of
the required Recording Omission Reserve and the establishment of a Recording
Omission Reserve will not result in an Adverse Rating Event with respect to any
Class of Rated Certificates, the existing Purchase Price Security Deposit
(together with any additional amount being tendered by the Seller, if
applicable) shall constitute the establishment of a Recording Omission Reserve
with respect to such Mortgage Loan for purposes of this Section 5(d). In
furtherance of the preceding sentence, the Master Servicer shall establish one
or more accounts (individually and collectively, the "Special Reserve Account"),
each of which shall be an Eligible Account, and the Master Servicer shall
deposit any Recording Omission Reserve into the Special Reserve Account within
one Business Day of receipt. The Seller may direct the Master Servicer to invest
or cause the investment of the funds deposited in the Special Reserve Account in
one or more Permitted Investments that bear interest or are sold at a discount
and that mature, unless payable on demand, no later than the Business Day prior
to the next Master Servicer Remittance Date. The Master Servicer shall act upon
the written instructions of the Seller with respect to the investment of funds
in the Special Reserve Account in such Permitted Investments, provided that in
the absence of appropriate written instructions from the Seller, the Master
Servicer shall have no obligation to invest or direct the investment of funds in
such Special Reserve Account. All income and gain realized from the investment
of funds deposited in such Special Reserve Account shall be for the benefit of
the Seller and shall be withdrawn by the Master Servicer and remitted to the
Seller on each Master Servicer Remittance Date (net of any losses incurred), and
the Seller shall remit to the Master Servicer from the Seller's own funds for
deposit into such Special Reserve Account the amount of any realized losses (net
of realized gains) in respect of such Permitted Investments immediately upon
realization of such net losses and receipt of written notice thereof from the
Master Servicer; provided that the Seller shall not be required to make any such
deposit for any realized loss which is incurred solely as a result of the
insolvency of the federal or state depository institution or trust company that
holds such Special Reserve Account. Neither the Trustee nor the Master Servicer
shall have any responsibility or liability with respect to the investment
directions of the Seller, the investment of funds in the Special Reserve Account
in Permitted Investments or any losses resulting therefrom. A Recording Omission
Credit shall (i) entitle the Master Servicer to draw upon the Recording Omission
Credit on behalf of the Trustee upon presentation of only a sight draft or other
written demand for payment, (ii) permit multiple draws by the Master Servicer,
and (iii) be issued by such issuer and containing such other terms as the Master
Servicer may reasonably require to make such Recording Omission Credit
reasonably equivalent security to a Recording Omission Reserve in the same
amount. Once a Recording Omission Reserve or Recording Omission Credit is
established with respect to any Mortgage Loan, the Master Servicer shall, from
time to time, withdraw funds from the related Special Reserve Account or draw
upon the related Recording Omission Credit, as the case may be, and apply the
proceeds thereof to pay the losses or expenses directly incurred by the Trust as
a result of a Recording Omission. The Recording Omission Reserve or Recording
Omission Credit or any unused balance thereof with respect to any Mortgage Loan
will be released to the Seller by the Master Servicer upon the earlier of the
Seller's cure of all Recording Omissions with respect to such Mortgage Loan
(provided that the Trust has been reimbursed with respect to all losses and
expenses relating to Recording Omissions with respect to such Mortgage Loan) and
such Mortgage Loan's no longer being a part of the Trust Fund under the Pooling
and Servicing Agreement.

            (e) It is understood and agreed that the obligations of the Seller
set forth in this Section 5 to cure a Material Breach or a Material Document
Defect, repurchase or replace the related Defective Mortgage Loan(s), cover
certain expenses or establish a Purchase Price Security Deposit, a Recording
Omission Credit or a Recording Omission Reserve with respect to the related
Defective Mortgage Loan(s), constitute the sole remedies against the Seller
available to the Purchaser, the Certificateholders or the Trustee on behalf of
the Certificateholders with respect to a Breach or Document Defect in respect of
any Mortgage Loan.

            (f) 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 Mortgage Loan from the Purchaser or its
assignee or (iii) to replace such Mortgage Loan with a Qualifying Substitute
Mortgage Loan, each in accordance with the foregoing provisions of this Section
5, then (provided that (A) the Mortgage Loan is then subject to the Pooling and
Servicing Agreement, (B) at least the applicable Initial Resolution Period has
expired and (C) 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 the terms of the Pooling and
Servicing Agreement, while pursuing the repurchase claim, and such action shall
not be a defense to the repurchase claim or alter the applicable Purchase Price
(it being understood and agreed that the foregoing is not intended to otherwise
delay the actions of the Special Servicer with respect to a Specially Serviced
Mortgage Loan).

            If any REO Property in respect of any Mortgage Loan is subject to
the Pooling and Servicing Agreement and there is any alleged Material Document
Defect or Material Breach with respect to such REO Property or the related
Mortgage Loan, then the Seller shall be notified promptly and in writing by the
Special Servicer of any offer that it receives to purchase such REO Property.
Upon the receipt of such notice by the Seller, the Seller shall then have the
right to repurchase such REO Property from the Trust at a purchase price equal
to the amount of such offer. The Seller shall have three (3) Business Days to
purchase such REO Property from the date that it was notified of such offer. The
Special Servicer shall be obligated to provide the Seller with any appraisal or
other third-party reports relating to such REO Property within its possession to
enable the Seller to evaluate such REO Property. Any sale of a Mortgage Loan, or
foreclosure upon such Mortgage Loan and sale of any related REO Property, to a
Person other than the Seller shall be (i) without recourse of any kind (either
expressed or implied) by such Person against the Seller and (ii) without
representation or warranty of any kind (either expressed 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 subject Mortgage Loan or REO Property) shall not prejudice any claim of the
Trust against the Seller for repurchase of the subject Mortgage Loan or REO
Property. The provisions of this Section 5 regarding remedies against the Seller
for a Material Breach or Material Document Defect with respect to any Mortgage
Loan shall also apply to the related REO Property.

            If the Seller fails to correct or cure the Material Document Defect
or Material Breach or purchase the subject 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 Property 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 the Pooling
and Servicing Agreement, the Seller will be obligated to pay to the Trust the
amount, if any, by which the applicable Purchase Price exceeds any Liquidation
Proceeds received upon such liquidation (including those arising from any sale
to the Seller); provided that the prevailing party in such action shall be
entitled to recover all costs, fees and expenses (including reasonable
attorneys' fees) related thereto.

            SECTION 6 Closing. The closing of the sale of the Mortgage Loans
(the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft
LLP, One World Financial Center, New York, New York 10281, or at such other
location as agreed upon between the parties hereto, at 10:00 a.m., New York City
time, on the Closing Date.

            The Closing shall be subject to each of the following conditions:

            (i) all of the representations and warranties of each of the Seller
      and the Purchaser made pursuant to Section 4 of this Agreement (subject,
      in the case of the Seller, to the exceptions set forth in Schedule C-1
      hereto) shall be true and correct in all material respects as of the
      Closing Date;

            (ii) all documents specified in Section 7 of this Agreement (the
      "Closing Documents"), in such forms as are agreed upon and reasonably
      acceptable to the Purchaser and, in the case of the Pooling and Servicing
      Agreement (insofar as such Agreement affects the obligations of the Seller
      hereunder), to the Seller, shall be duly executed and delivered by all
      signatories as required pursuant to the respective terms thereof;

            (iii) the Seller shall have delivered and released to the Purchaser
      or its designee, all documents, funds and other assets required to be
      delivered thereto on or before the Closing Date pursuant to Section 2 of
      this Agreement;

            (iv) the result of any examination of the Mortgage Files for, and
      any other documents and records relating to, the Mortgage Loans performed
      by or on behalf of the Purchaser pursuant to Section 3 hereof shall be
      satisfactory to the Purchaser in its reasonable determination;

            (v) all other terms and conditions of this Agreement required to be
      complied with on or before the Closing Date shall have been complied with
      in all material respects, and the Seller shall have the ability to comply
      with all terms and conditions and perform all duties and obligations
      required to be complied with or performed by it after the Closing Date;

            (vi) the Seller shall have paid all fees and expenses payable by it
      to the Purchaser or otherwise pursuant to this Agreement;

            (vii) the Seller shall have received the purchase price for the
      Mortgage Loans, as contemplated by Section 1; and

            (viii) neither the Underwriting Agreement nor the Certificate
      Purchase Agreement shall have been terminated in accordance with its
      terms.

            Both parties agree to use their commercially reasonable best efforts
to perform their respective obligations hereunder in a manner that will enable
the Purchaser to purchase the Mortgage Loans on the Closing Date.

            SECTION 7 Closing Documents. The Closing Documents shall consist of
the following:

            (i) this Agreement, duly executed by the Purchaser and the Seller;

            (ii) each of the Pooling and Servicing Agreement and the
      Indemnification Agreement, duly executed by the respective parties
      thereto;

            (iii) an Officer's Certificate substantially in the form of Exhibit
      D-1 hereto, executed by the Secretary or an Assistant Secretary of the
      Seller, in his or her individual capacity on behalf of the Seller, and
      dated the Closing Date, and upon which the Depositor, Credit Suisse
      Securities, the other Underwriters and the Rating Agencies (collectively,
      for purposes of this Section 7, the "Interested Parties") may rely,
      attaching thereto as exhibits (A) the resolutions of the board of
      directors of the Seller authorizing the Seller's entering into the
      transactions contemplated by this Agreement and (B) the organizational
      documents of the Seller;

            (iv) a certificate of good standing with respect to the Seller
      issued by the Secretary of State of the State of California not earlier
      than 30 days prior to the Closing Date, and upon which the Interested
      Parties may rely;

            (v) a Certificate of the Seller substantially in the form of Exhibit
      D-2 hereto, executed by an executive officer of the Seller on the Seller's
      behalf and dated the Closing Date, and upon which the Interested Parties
      may rely;

            (vi) a written opinion or opinions of counsel for the Seller (which
      may include an opinion of in-house counsel), dated the Closing Date and
      addressed to the Interested Parties and the respective parties to the
      Pooling and Servicing Agreement, which opinion shall be in form reasonably
      acceptable to the Purchaser and shall cover such corporate and other
      matters as shall be reasonably required by the Purchaser;

            (vii) one or more comfort letters from Ernst & Young LLP, certified
      public accountants, dated the date of any preliminary Prospectus
      Supplement and of the Prospectus Supplement, respectively, and addressed
      to, and in form and substance acceptable to, the Depositor, Credit Suisse
      Securities, the other Underwriters and their respective counsel, stating
      in effect that, using the assumptions and methodology used by the
      Depositor, all of which shall be described in such letters, they have
      recalculated such numbers and percentages relating to the Mortgage Loans
      set forth in any preliminary Prospectus Supplement and the Prospectus
      Supplement, compared the results of their calculations to the
      corresponding items in any preliminary Prospectus Supplement and the
      Prospectus Supplement, respectively, and found each such number and
      percentage set forth in any preliminary Prospectus Supplement and the
      Prospectus Supplement, respectively, to be in agreement with the results
      of such calculations;

            (viii) such further certificates, opinions and documents as the
      Purchaser may reasonably request or any Rating Agency may require;

            (ix) a written certificate or certificates of the Purchaser dated
      the Closing Date in form acceptable to the Seller confirming the
      Purchaser's representations and warranties in Section 4 of this Agreement
      as of the Closing Date, with the resolutions of the Purchaser authorizing
      the transactions set forth herein, together with copies of the
      organizational documents and certificate of good standing dated not
      earlier than 30 days prior to the Closing Date of the Purchaser; and

            (x) such other certificates of the Purchaser's officers, such
      opinions of the Purchaser's counsel (which may include in-house counsel)
      and such other documents required to evidence fulfillment of the
      conditions set forth in this Agreement as the Seller or its counsel may
      reasonably request.

            SECTION 8 Costs. Whether or not this Agreement is terminated, except
to the extent otherwise specifically provided in this Agreement, the costs and
expenses incurred in connection with the transactions herein contemplated shall
be allocated between the parties hereto as provided in any terms letter
agreement or other agreement between them which pertains to such transactions.

            SECTION 9 Notices. All demands, notices and communications hereunder
shall be in writing, shall be effective only upon receipt by the Purchaser or
the Seller, as applicable, and shall be personally delivered, mailed, by
registered mail, postage prepaid, delivered by overnight mail or courier
service, or transmitted by facsimile and confirmed to the sender and (a) if to
the Purchaser, addressed to the Purchaser at 11 Madison Avenue, 5th Floor, New
York, New York 10010, Attention: Edmond Taylor, with a copy to Casey McCutcheon,
Esq., Legal & Compliance Department, Telecopy No.: (917) 326-8433, or such other
address or telecopy number as may be designated by the Purchaser to the Seller
in writing, or (b) if to the Seller, addressed to the Seller at 116 Welsh Road,
Horsham, Pennsylvania 19044, Attention: David M. Lazarus, Telecopy No.: (215)
328-1775, or such other address as may be designated by the Seller to the
Purchaser in writing.

            SECTION 10 Notice of Exchange Act Reportable Events. The Seller
hereby agrees to deliver to the Depositor and the Trustee the disclosure
required as to the Seller itself under Items 1117 and 1119 of Regulation AB and
Item 1.03 to Form 8-K. The Seller shall use commercially reasonable efforts to
deliver proposed disclosure language relating to any such event described under
Items 1117 and 1119 of Regulation AB and Item 1.03 to Form 8-K to the Trustee
and the Depositor within one (1) Business Day of become aware of such event
giving rise to such disclosure and in any event no later than two (2) Business
Days of the Seller becoming aware of such event. The obligation of the Seller to
provide the above-referenced disclosure materials will terminate upon the filing
of the Form 15 with respect to the Trust Fund as to that fiscal year in
accordance with Section 12.10(a) of the Pooling and Servicing Agreement. The
Seller hereby acknowledges that the information to be provided by it pursuant to
this Section will be used in the preparation of reports meeting the reporting
requirements of the Trust under Section 13(a) and/or Section 15(d) of the
Exchange Act.

            SECTION 11 Miscellaneous. Neither this Agreement nor any term or
provision hereof may be changed, waived, discharged or terminated except by a
writing signed by a duly authorized officer of the party against whom
enforcement of such change, waiver, discharge or termination is sought to be
enforced. This Agreement may be executed in any number of counterparts (and by
each of the parties hereto on different counterparts), each of which shall for
all purposes be deemed to be an original and all of which shall together
constitute but one and the same instrument. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns, and no other person will have any right or
obligation hereunder. Notwithstanding any contrary provision of this Agreement
or the Pooling and Servicing Agreement, the Purchaser shall not consent to any
amendment of the Pooling and Servicing Agreement which will increase the
obligations of, or otherwise adversely affect, the Seller, without the consent
of the Seller.

            SECTION 12 Characterization. The parties hereto agree that it is
their express intent that the conveyance contemplated by this Agreement be, and
be treated for all purposes as, a sale by the Seller of all the Seller's right,
title and interest in and to the Mortgage Loans. The parties hereto further
agree that it is not their intention that such conveyance be a pledge of the
Mortgage Loans by the Seller to secure a debt or other obligation of the Seller.
However, in the event that, notwithstanding the intent of the parties, the
Mortgage Loans are held to continue to be property of the Seller, then: (a) this
Agreement shall be deemed to be a security agreement under applicable law; (b)
the transfer of the Mortgage Loans provided for herein shall be deemed to be a
grant by the Seller to the Purchaser of a first priority security interest in
all of the Seller's right, title and interest in and to the Mortgage Loans and
all amounts payable to the holder(s) of the Mortgage Loans in accordance with
the terms thereof (other than scheduled payments of interest and principal due
on or before the Cut-off Date) and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property; (c) the assignment by the Depositor to the Trustee of its interests in
the Mortgage Loans as contemplated by Section 17 hereof shall be deemed to be an
assignment of any security interest created hereunder; (d) the possession by the
Purchaser of the related Mortgage Notes and such other items of property as
constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "possession by the secured party" for purposes of perfecting the
Purchaser's security interest under applicable law; and (e) notifications to,
and acknowledgments, receipts or confirmations from, persons or entities holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, bailees or agents (as applicable) of the Purchaser for the
purpose of perfecting such security interest under applicable law. The Seller
and the Purchaser shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, such security interest would
be a perfected security interest of first priority under applicable law and will
be maintained as such throughout the term of this Agreement and the Pooling and
Servicing Agreement. In connection with the foregoing, the Seller authorizes the
Purchaser to execute and file such UCC financing statements as the Purchaser may
deem necessary or appropriate to accomplish the foregoing.

            SECTION 13 Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller delivered pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser, notwithstanding (1) any restrictive or qualified
endorsement or assignment in respect of any Mortgage Loan or (2) any termination
of this Agreement prior to Closing.

            SECTION 14 Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or is
held to be void or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof. Any part, provision, representation, warranty or covenant of this
Agreement that is prohibited or is held to be void or unenforceable in any
particular jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

            SECTION 15 GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, APPLICABLE TO AGREEMENTS NEGOTIATED, MADE AND TO BE PERFORMED ENTIRELY
IN SAID STATE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE
PURCHASER AND THE SELLER HEREBY IRREVOCABLY (I) SUBMIT TO THE JURISDICTION OF
ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO
MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREE THAT ALL CLAIMS
WITH RESPECT TO SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
NEW YORK STATE OR FEDERAL COURTS; (III) WAIVE, TO THE FULLEST POSSIBLE EXTENT,
THE DEFENSE OF AN INCONVENIENT FORUM; AND (IV) AGREE THAT A FINAL JUDGMENT IN
ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

            SECTION 16 Further Assurances. The Seller and the Purchaser agree to
execute and deliver such instruments and take such further actions as the other
party may, from time to time, reasonably request in order to effectuate the
purposes and to carry out the terms of this Agreement.

            SECTION 17 Successors and Assigns. The rights and obligations of the
Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. In connection with its transfer
of the Mortgage Loans to the Trust as contemplated by the recitals hereto, the
Depositor is expressly authorized to assign its rights and obligations under
this Agreement, in whole or in part, to the Trustee for the benefit of the
registered holders and beneficial owners of the Certificates. To the extent of
any such assignment, the Trustee, for the benefit of the registered holders and
beneficial owners of the Certificates, shall be the Purchaser hereunder.
Notwithstanding any provision of this Agreement to the contrary, the Trustee
shall have no authority or right to assign or transfer its rights and
obligations under this Agreement, in whole or in part, to any other Person
(other than a successor Trustee), regardless of whether such assignment or
transfer is made in connection with the transfer of any Mortgage Loan by the
Trust as contemplated by the terms of the Pooling and Servicing Agreement, or
otherwise; provided, however, that the Trustee, for the benefit of the
registered holders and beneficial owners of the Certificates, is expressly
authorized to assign its rights and obligations under this Agreement with
respect to any Defaulted Mortgage Loan (as defined in Pooling and Servicing
Agreement) to the Majority Controlling Class Certificateholder (as defined in
the Pooling and Servicing Agreement) or its assignee in connection with its or
such assignee's purchase of such Mortgage Loan pursuant to Section 3.18(b) of
the Pooling and Servicing Agreement. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller and the
Purchaser, and their respective successors and permitted assigns.

            SECTION 18 Information. The Seller shall, for the purpose of
facilitating the issuance and sale of the Certificates by the Depositor, provide
the Purchaser with such information about the Seller, the Mortgage Loans and the
Seller's underwriting and servicing procedures as is (i) customary in commercial
mortgage loan securitization transactions, (ii) required by a Rating Agency or a
governmental agency or body or (iii) reasonably requested by the Purchaser for
use in a public or private disclosure document.

            SECTION 19 Cross-Collateralized Mortgage Loans. Notwithstanding
anything herein to the contrary, it is hereby acknowledged that certain groups
of Mortgage Loans are, in the case of each such particular group of Mortgage
Loans (each, a "Cross-Collateralized Group"), by their terms, cross-defaulted
and cross-collateralized. Each Cross-Collateralized Group is identified on the
Mortgage Loan Schedule. For purposes of reference, the Mortgaged Property that
relates or corresponds to any of the Mortgage Loans referred to in this Section
19 shall be the property identified in the Mortgage Loan Schedule as
corresponding thereto. The provisions of this Agreement, including, without
limitation, each of the representations and warranties set forth in Exhibit C
hereto and each of the capitalized terms used herein but defined in the Pooling
and Servicing Agreement, shall be interpreted in a manner consistent with this
Section 19. In addition, if there exists with respect to any
Cross-Collateralized Group only one original or certified copy of any document
referred to in the definition of "Mortgage File" in the Pooling and Servicing
Agreement and covering all the Mortgage Loans in such Cross-Collateralized
Group, the inclusion of the original or certified copy of such document in the
Mortgage File for any of the Mortgage Loans constituting a part of such
Cross-Collateralized Group shall be deemed an inclusion of such original or
certified copy in the Mortgage File for each Mortgage Loan included within such
Cross-Collateralized Group.

            SECTION 20 Entire Agreement. Except as otherwise expressly
contemplated hereby, this Agreement constitutes the entire agreement and
understanding of the parties with respect to the matters addressed herein, and
this Agreement supersedes any prior agreements and/or understandings, written or
oral, with respect to such matters.

                           [SIGNATURE PAGE FOLLOWS]

<PAGE>

            IN WITNESS WHEREOF, the Seller and the Purchaser have caused this
Agreement to be duly executed by their respective officers as of the day and
year first above written.

                                       CAPMARK FINANCE INC.



                                          By: /s/ Victor Diaso
                                             -----------------------------------
                                             Name: Victor Diaso
                                             Title: Senior Vice President


                                       CREDIT SUISSE FIRST BOSTON MORTGAGE
                                          SECURITIES CORP.



                                          By: /s/ Jeffrey Altabef
                                             -----------------------------------
                                             Name: Jeffrey Altabef
                                             Title: Vice President

<PAGE>

                       Exhibit A - Mortgage Loan Schedule

              Credit Suisse First Boston Mortgage Securities Corp.

          Commercial Mortgage Pass-Through Certificates, Series 2007-C1
                               Combined Collateral
<PAGE>
CSMC 2007-C1
Exhibit B-1B
March 16, 2007

<TABLE>
<CAPTION>
  #   Property Name
---   --------------------------------------
<S>   <C>
  9   Koger Center
 11   Wells Fargo Place
 16   Residence Inn - San Diego
 19   Residence Inn - Anaheim
 22   PGA Plaza Shopping Center
 25   Normandy Farms
 27   Lakeshore Ridge
 32   Homewood Suites - Seattle
 34   College Club
 35   West Road Plaza
 39   Atlas Cold Storage
 40   Luxe Villas
 41   Morgan Ridge Apartments
 42   Wellington Manor Apartments
 43   Montecristo MF
 46   Villages of Cypress Creek
 48   Calabasas Business Park
 49   Deerpath Plaza
 53   Essington Village Apartments
 55   Electric 308 Building
 56   Gortz Schiele
 60   North County Village MHC
 62   KUKA USA
 64   La Casa Via Medical Offices
 65   Waterford Landing Apartments
 66   Playtogs Plaza
 67   South Wind Plaza
 68   Murrieta Pointe
 69   Stanley Village
 70   Hampton Inn & Suites - Wilmington
 71   Vista Diablo MHP
 73   Greens at McKinney
 85   Bixby Business Center
 87   Cascade Citi Center
 90   St. Cloud Square
 97   SpringHill Suites - Milford
101   Mobile Aire Estates MHC
103   701 Aviation (Xerox)
104   Kimbrook Plaza
105   La Vista Townhomes
107   Timber Falls
112   Marlow Square Shopping Center
114   Lancaster Village Retirement Community
115   Lancaster Village Independent Living
122   Plaza Mission Oaks
126   Glendora Marketplace
130   505 North Belt
131   525 North Belt
136   521 North Belt
137   12th and Orange St Garage
141   Ocala Office Buildings
144   Simi Valley Business Park
153   College Station - Southwest Crossing
155   2000 Lincoln Park West
164   Dexter Crossing Retail
167   Old Orchard Retail
168   Congress Pointe Shopping Center
175   10039 Bissonnet Office
176   Altadena Square Shopping Center
183   Redwood City Storage
188   South Hills Center
192   Claire Tower Apartments
200   Woodbrook Lane
204   Hayward Storage
206   S'Ville and Deville Apts
207   Lakeshore Village Shopping Center
209   Monroeville Shopping Center
212   Meadowood Apartments
230   Morningside Shopping Center
234   Druid Hills Storage
235   Walnut Storage
247   Auburn-Watt Storage

<CAPTION>
  #   Address
---   ---------------------------------------------------------------------------------------------------------------------------
<S>   <C>
  9   1311 Executive Center Drive
 11   30 East Seventh Street
 16   1865 Hotel Circle South
 19   11931 Harbor Boulevard
 22   2500-2690 PGA Boulevard
 25   1401-11-21-31-41-49 Morris Road
 27   1700 Lakeshore Ridge
 32   1011 Pike Street
 34   17100 College Club Loop
 35   10241 North Freeway
 39   1420 Greenwood Road
 40   11640 Mayfield Avenue
 41   100 Morgan Way
 42   1500 Windsor Court
 43   215 North Loop 1604 East
 46   10300 Cypresswood Drive
 48   23801 Calabasas Road
 49   225 East Deerpath Road
 53   5280 Tamarack Circle East
 55   308 East Pearl Street
 56   1750 Summit Drive
 60   9700 Riverdale Road
 62   6600 Center Drive
 64   106 - 112 La Casa Via
 65   2600 Waterford Place
 66   128 Dolson Avenue
 67   5335-5337 Military Trail
 68   40663-40735 Murrieta Hot Springs Road
 69   501-543 Big Thompson Avenue
 70   1989 Eastwood Road
 71   2901 Somersville Road
 73   3191 Medical Center Drive
 85   4401 Atlantic Avenue
 87   590 Cascade Avenue
 90   4037-4077 13th Street
 97   50 Rowe Avenue
101   716 North Grand Avenue
103   701 South Aviation Boulevard
104   8395 Oswego Road
105   6797 Springhouse Lane
107   Route 6
112   4305 Saint Barnabas Road
114   4138 Market Street Northeast
115   4142 & 4144 Market Street Northeast, 4097 & 4099 Cypress Street Northeast, 1492, 1494, 1496 & 1498 Brenner Street Northeast
122   5011 and 5021 Verdugo Way
126   1331 South Lone Hill Avenue
130   505 North Sam Houston Parkway East
131   525 North Sam Houston Parkway East
136   521 North Sam Houston Parkway East
137   1200 North Orange Street
141   3200 SW 27th Avenue, 2701 SW 34th St. & 3306 SW 26th Avenue
144   40 West Cochran Street
153   1301, 1401, 1311, 1411 Wellborn Road & 105 Southwest Parkway
155   2000 Lincoln Park West
164   449-463 Washington Street
167   600 East Lockwood Avenue
168   4469 South Congress Avenue
175   10039 Bissonnet Street
176   4704 Cahaba River Road
183   1841 East Bayshore Road
188   700 Southwest Higgins Avenue
192   1041 Marion Street
200   7525 Devon Street
204   1639 Whipple Road
206   Various
207   100 Frankfurt Circle
209   512-534 Pike Street and 1200 South Alabama Avenue
212   1113-1148 Pagonia Drive and 1106-1135 Brook Meadow Drive
230   6375-6501 Suitland Road
234   3755 North Druid Hills Road
235   18711 Valley Boulevard
247   3421 Auburn Boulevard

<CAPTION>
                                   Zip       Mortgage     Original          Cut-off           Remaining   Maturity
  #   City                 State   Code      Rate (%)     Balance ($)       Balance ($)       Term        Date        ARD Date
---   ------------------   -----   -------   ---------    ---------------   ---------------   ---------   ---------   --------
<S>   <C>                  <C>     <C>       <C>          <C>               <C>               <C>         <C>         <C>
  9   Tallahassee          FL        32301       6.030%   $115,500,000.00   $115,500,000.00         119   2/1/2017    N/A
 11   St. Paul             MN        55101       5.800%    $90,000,000.00    $90,000,000.00         116   11/1/2016   N/A
 16   San Diego            CA        92108       5.980%    $47,400,000.00    $47,400,000.00         116   11/1/2016   N/A
 19   Garden Grove         CA        92840       5.980%    $37,600,000.00    $37,600,000.00         116   11/1/2016   N/A
 22   Palm Beach Gardens   FL        33410       5.500%    $33,450,000.00    $33,450,000.00         118   1/1/2017    N/A
 25   Blue Bell            PA        19422       5.890%    $31,000,000.00    $31,000,000.00         118   1/1/2017    N/A
 27   Birmingham           AL        35211       5.700%    $30,000,000.00    $30,000,000.00         118   1/1/2017    N/A
 32   Seattle              WA        98101       6.360%    $28,400,000.00    $28,400,000.00          58   1/1/2012    N/A
 34   Fort Myers           FL        33913       5.730%    $27,000,000.00    $27,000,000.00         118   1/1/2017    N/A
 35   Houston              TX        77037       6.100%    $25,020,000.00    $25,020,000.00         116   11/1/2016   N/A
 39   McDonough            GA        30253       6.110%    $23,000,000.00    $23,000,000.00         128   11/1/2017   N/A
 40   Los Angeles          CA        90049       5.680%    $22,590,000.00    $22,406,629.32         112   7/1/2016    N/A
 41   Winston-Salem        NC        27127       5.900%    $21,700,000.00    $21,700,000.00          59   2/1/2012    N/A
 42   Alabaster            AL        35007       6.320%    $20,700,000.00    $20,678,246.89          59   2/1/2012    N/A
 43   San Antonio          TX        78232       5.930%    $19,998,000.00    $19,998,000.00         116   11/1/2016   N/A
 46   Houston              TX        77070       5.990%    $17,730,000.00    $17,730,000.00         116   11/1/2016   N/A
 48   Calabasas            CA        91302       5.680%    $15,255,000.00    $15,255,000.00         118   1/1/2017    N/A
 49   Lake Forest          IL        60045       5.890%    $14,850,000.00    $14,850,000.00          82   1/1/2014    N/A
 53   Columbus             OH        43229       5.620%    $14,300,000.00    $14,253,916.03         117   12/1/2016   N/A
 55   Jackson              MS        39201       5.910%    $13,800,000.00    $13,800,000.00          59   2/1/2012    N/A
 56   Auburn Hills         MI        48326       6.030%    $13,700,000.00    $13,659,154.51         117   12/1/2016   N/A
 60   Thornton             CO        80229       5.810%    $13,400,000.00    $13,400,000.00          83   2/1/2014    N/A
 62   Sterling Heights     MI        48312       5.940%    $13,100,000.00    $13,082,485.50         119   2/1/2017    N/A
 64   Walnut Creek         CA        94598       5.850%    $12,800,000.00    $12,760,506.46         117   12/1/2016   N/A
 65   Hoover               AL        35244       6.080%    $12,650,000.00    $12,650,000.00          59   2/1/2012    N/A
 66   Middletown           NY        10940       6.300%    $12,500,000.00    $12,500,000.00         111   6/1/2016    N/A
 67   West Palm Beach      FL        33407       5.950%    $12,500,000.00    $12,500,000.00         116   11/1/2016   N/A
 68   Murrieta             CA        92562       5.820%    $12,400,000.00    $12,400,000.00         117   12/1/2016   N/A
 69   Estes Park           CO        80517       5.950%    $12,000,000.00    $12,000,000.00         116   11/1/2016   N/A
 70   Wilmington           NC        28403       5.880%    $12,000,000.00    $11,963,185.29         117   12/1/2016   N/A
 71   Antioch              CA        94509       5.620%    $11,750,000.00    $11,750,000.00         119   2/1/2017    N/A
 73   McKinney             TX        75069       5.510%    $11,500,000.00    $11,500,000.00         118   1/1/2017    N/A
 85   Long Beach           CA        90807       5.600%     $9,300,000.00     $9,284,221.66         118   1/1/2017    N/A
 87   Atlanta              GA        30310       5.910%     $8,800,000.00     $8,800,000.00         119   2/1/2017    N/A
 90   St. Cloud            FL        34769       6.300%     $8,500,000.00     $8,446,276.04         113   8/1/2016    N/A
 97   Milford              CT        06461       5.700%     $8,000,000.00     $8,000,000.00         117   12/1/2016   N/A
101   Covina               CA        91724       5.810%     $7,750,000.00     $7,750,000.00          83   2/1/2014    N/A
103   El Segundo           CA        90245       5.820%     $7,506,000.00     $7,506,000.00         118   1/1/2017    N/A
104   Baldwinsville        NY        13027       6.000%     $7,500,000.00     $7,469,932.00         116   11/1/2016   N/A
105   Columbus             OH        43229       6.680%     $7,500,000.00     $7,468,350.67         115   10/1/2016   N/A
107   Blakely              PA        18447       5.970%     $7,200,000.00     $7,200,000.00         120   3/1/2017    N/A
112   Temple Hills         MD        20748       5.960%     $6,900,000.00     $6,847,194.57         112   7/1/2016    N/A
114   Salem                OR        97301       6.360%     $5,500,000.00     $5,469,752.63         116   11/1/2016   N/A
115   Salem                OR        97301       6.360%     $1,250,000.00     $1,243,125.58         116   11/1/2016   N/A
122   Camarillo            CA        93012       6.370%     $6,100,000.00     $6,100,000.00         119   2/1/2017    N/A
126   Glendora             CA        91740       6.280%     $5,750,000.00     $5,750,000.00         120   3/1/2017    N/A
130   Houston              TX        77060       5.950%     $5,400,000.00     $5,367,954.59         114   9/1/2016    N/A
131   Houston              TX        77060       5.770%     $5,200,000.00     $5,173,559.74         115   10/1/2016   N/A
136   Houston              TX        77060       5.770%     $5,100,000.00     $5,074,068.23         115   10/1/2016   N/A
137   Wilmington           DE        19801       5.910%     $5,000,000.00     $4,991,042.77         119   2/1/2017    N/A
141   Ocala                FL        34474       6.030%     $4,650,000.00     $4,639,997.99         118   1/1/2017    N/A
144   Simi Valley          CA        93065       5.650%     $4,550,000.00     $4,550,000.00         119   2/1/2017    N/A
153   College Station      TX        77840       6.040%     $4,200,000.00     $4,200,000.00         116   11/1/2016   N/A
155   Chicago              IL        60614       6.000%     $4,165,000.00     $4,165,000.00         119   2/1/2017    N/A
164   Boston               MA        02111       5.900%     $4,000,000.00     $3,987,775.02         117   12/1/2016   N/A
167   Webster Groves       MO        63119       5.690%     $3,725,000.00     $3,725,000.00         118   1/1/2017    N/A
168   Lake Worth           FL        33461       5.910%     $3,700,000.00     $3,700,000.00         116   11/1/2016   N/A
175   Houston              TX        77036       5.710%     $3,475,000.00     $3,467,123.58         118   1/1/2017    N/A
176   Birmingham           AL        35243       6.120%     $3,400,000.00     $3,395,536.23         119   2/1/2017    N/A
183   Redwood City         CA        94063       5.620%     $3,175,000.00     $3,170,611.21         119   2/1/2017    N/A
188   Missoula             MT        59803       6.000%     $3,000,000.00     $3,000,000.00         115   10/1/2016   N/A
192   Columbia             SC        29201       5.600%     $3,000,000.00     $2,972,592.61         116   11/1/2016   N/A
200   Philladelphia        PA        19119       6.250%     $2,600,000.00     $2,592,568.55          57   12/1/2011   N/A
204   Hayward              CA        94544       5.620%     $2,500,000.00     $2,496,544.26         119   2/1/2017    N/A
206   Jefferson City       MO      Various       6.330%     $2,450,000.00     $2,450,000.00         119   2/1/2017    N/A
207   Birmingham           AL        35211       6.200%     $2,450,000.00     $2,438,580.60         115   10/1/2016   N/A
209   Monroeville          AL        36460       6.370%     $2,400,000.00     $2,400,000.00         112   7/1/2016    N/A
212   Lakeland             FL        33811       6.020%     $2,300,000.00     $2,293,129.62         117   12/1/2016   N/A
230   Suitland             MD        20746       5.910%     $1,575,000.00     $1,562,818.16         112   7/1/2016    N/A
234   Decatur              GA        30033       5.620%     $1,450,000.00     $1,447,995.67         119   2/1/2017    N/A
235   La Puente            CA        91744       5.620%     $1,410,000.00     $1,408,050.97         119   2/1/2017    N/A
247   Sacramento           CA        95821       5.620%     $1,080,000.00     $1,078,507.12         119   2/1/2017    N/A

<CAPTION>
      Original                                                            30/360 / Actual/360
      Amort.          Remaining       Monthly       Units/                Interest              Master Servicing
  #   Term            Amortization    Payment ($)   Rooms    Square Ft.   Calculation           Fee Rate
---   -------------   -------------   -----------   ------   ----------   -------------------   ----------------
<S>   <C>             <C>             <C>           <C>      <C>          <C>                   <C>
  9   Interest Only   Interest Only   $588,448.44    1,972          N/A   Actual/360                     0.02000%
 11   Interest Only   Interest Only   $441,041.67    1,987          N/A   Actual/360                     0.10000%
 16             360             360   $283,577.75    2,003          N/A   Actual/360                     0.03004%
 19             360             360   $224,947.75    2,003          N/A   Actual/360                     0.03527%
 22   Interest Only   Interest Only   $155,441.84    1,975          N/A   Actual/360                     0.10000%
 25             300             300   $197,654.18    1,834          N/A   Actual/360                     0.02000%
 27             360             360   $174,120.13    2,005          N/A   Actual/360                     0.05000%
 32             360             360   $176,900.52    1,990        2,000   Actual/360                     0.04345%
 34             360             360   $157,221.80    2,004          N/A   Actual/360                     0.10000%
 35   Interest Only   Interest Only   $128,951.46    1,993        2,006   Actual/360                     0.10000%
 39             360             360   $139,527.40    2,000          N/A   Actual/360                     0.10000%
 40             360             352   $130,826.29    2,006          N/A   Actual/360                     0.10000%
 41   Interest Only   Interest Only   $108,173.50    2,001          N/A   Actual/360                     0.10000%
 42             408             407   $123,505.11    1,997          N/A   Actual/360                     0.05000%
 43             360             360   $118,999.60    2,005          N/A   Actual/360                     0.10000%
 46             360             360   $106,186.35    2,001          N/A   Actual/360                     0.10000%
 48   Interest Only   Interest Only    $73,209.88    1,983          N/A   Actual/360                     0.10000%
 49   Interest Only   Interest Only    $73,901.09    1,988          N/A   Actual/360                     0.10000%
 53             360             357    $82,273.73    1,968        2,006   Actual/360                     0.10000%
 55             360             360    $81,941.16    1,927        2,005   Actual/360                     0.10000%
 56             360             357    $82,402.85    2,001          N/A   Actual/360                     0.10000%
 60             360             360    $78,710.26    1,986        2,006   Actual/360                     0.10000%
 62             360             359    $78,036.50    1,995          N/A   Actual/360                     0.10000%
 64             360             357    $75,512.44    1,983          N/A   Actual/360                     0.10000%
 65   Interest Only   Interest Only    $64,983.52    1,990          N/A   Actual/360                     0.05000%
 66             360             360    $77,371.60    1,986          N/A   Actual/360                     0.10000%
 67             360             360    $74,542.46    1,987          N/A   Actual/360                     0.10000%
 68             360             360    $72,915.38    2,006          N/A   Actual/360                     0.10000%
 69             360             360    $71,560.77    1,985          N/A   Actual/360                     0.10000%
 70             360             357    $71,022.88    1,996          N/A   Actual/360                     0.06920%
 71             360             360    $67,602.54    1,978          N/A   Actual/360                     0.10000%
 73             360             360    $65,367.91    2,001          N/A   Actual/360                     0.10000%
 85             420             418    $50,553.41    1,980        2,003   Actual/360                     0.10000%
 87   Interest Only   Interest Only    $43,941.94    1,973        1,997   Actual/360                     0.10000%
 90             360             353    $52,612.69    1,990        2,005   Actual/360                     0.10000%
 97             300             300    $50,087.08    2,000          N/A   Actual/360                     0.08125%
101             360             360    $45,522.73    1,957          N/A   Actual/360                     0.10000%
103   Interest Only   Interest Only    $36,909.71    1,968          N/A   Actual/360                     0.10000%
104             360             356    $44,966.29    1,989          N/A   Actual/360                     0.10000%
105             360             355    $48,296.39    1,978          N/A   Actual/360                     0.10000%
107             360             360    $43,028.87    1,977        1,997   Actual/360                     0.10000%
112             360             352    $41,191.71    1,966          N/A   Actual/360                     0.10000%
114             300             296    $36,656.69    1,985          N/A   Actual/360                     0.10000%
115             300             296     $8,331.07    1,999          N/A   Actual/360                     0.10000%
122   Interest Only   Interest Only    $32,830.57    2,006          N/A   Actual/360                     0.10000%
126             360             360    $35,516.01    2,001          N/A   Actual/360                     0.10000%
130             360             354    $32,202.34    1,979          N/A   Actual/360                     0.10000%
131             360             355    $30,411.89    1,979          N/A   Actual/360                     0.10000%
136             360             355    $29,827.04    1,981          N/A   Actual/360                     0.10000%
137             300             299    $31,940.56    1,972          N/A   Actual/360                     0.10000%
141             360             358    $27,968.85    1,989        2,004   Actual/360                     0.10000%
144             360             360    $26,264.23    1,990          N/A   Actual/360                     0.10000%
153             360             360    $25,289.23    2,006          N/A   Actual/360                     0.10000%
155             360             360    $24,971.28    1,931          N/A   Actual/360                     0.10000%
164             360             357    $23,725.46    1,920        2,001   Actual/360                     0.10000%
167             360             360    $21,596.32    1,960          N/A   Actual/360                     0.10000%
168             360             360    $21,969.73    1,986          N/A   Actual/360                     0.10000%
175             360             358    $20,190.94    1,980          N/A   Actual/360                     0.10000%
176             360             359    $20,647.77    1,987        2,005   Actual/360                     0.10000%
183             360             359    $18,267.07    1,983          N/A   Actual/360                     0.06000%
188             360             360    $17,986.52    1,971        1,999   Actual/360                     0.10000%
192             240             236    $20,806.43    1,951          N/A   Actual/360                     0.10000%
200             360             357    $16,008.65    1,965        1,992   Actual/360                     0.10000%
204             360             359    $14,383.52    1,974          N/A   Actual/360                     0.06000%
206             360             360    $15,212.78   Various     Various   Actual/360                     0.10000%
207             360             355    $15,005.49    2,005          N/A   Actual/360                     0.10000%
209             360             360    $14,965.03    1,938        1,982   Actual/360                     0.10000%
212             360             357    $13,819.25    2,000          N/A   Actual/360                     0.10000%
230             360             352     $9,351.98    1,946          N/A   Actual/360                     0.10000%
234             360             359     $8,342.44    1,980          N/A   Actual/360                     0.06000%
235             360             359     $8,112.30    1,985          N/A   Actual/360                     0.06000%
247             360             359     $6,213.68    1,980          N/A   Actual/360                     0.06000%

<CAPTION>
                                        Defeasance                     Earthquake
      Payment   ARD Loan   Defeasance   String of Text If Applicable   Insurance          Environmental
  #   Date      (Yes/No)   (Yes/No)     (Not Yes or No)                (Yes / No / N/A)   Insurance (Yes/No)
---   -------   --------   ----------   ----------------------------   ----------------   ------------------
<S>   <C>       <C>        <C>          <C>                            <C>                <C>
  9         1   No         Yes          Lock/25_Def/93_0.0%/2          N/A                No
 11         1   No         Yes          Lock/28_Def/88_0.0%/4          N/A                No
 16         1   No         Yes          Lock/28_Def/88_0.0%/4          N/A                No
 19         1   No         Yes          Lock/28_Def/88_0.0%/4          N/A                No
 22         1   No         Yes          Lock/26_Def/90_0.0%/4          N/A                No
 25         1   No         No           N/A                            N/A                No
 27         1   No         No           N/A                            N/A                No
 32         1   No         No           N/A                            N/A                No
 34         1   No         Yes          Lock/26_Def/92_0.0%/2          N/A                No
 35         1   No         Yes          Lock/28_Def/88_0.0%/4          N/A                No
 39         1   No         Yes          Lock/25_Def/100_0.0%/4         N/A                No
 40         1   No         Yes          Lock/32_Def/86_0.0%/2          N/A                No
 41         1   No         Yes          Lock/25_Def/31_0.0%/4          N/A                No
 42         1   No         Yes          Lock/25_Def/31_0.0%/4          N/A                No
 43         1   No         Yes          Lock/28_Def/89_0.0%/3          N/A                No
 46         1   No         Yes          Lock/28_Def/89_0.0%/3          N/A                No
 48         1   No         Yes          Lock/26_Def/90_0.0%/4          N/A                No
 49         1   No         Yes          Lock/26_Def/54_0.0%/4          N/A                No
 53         1   No         Yes          Lock/27_Def/89_0.0%/4          N/A                No
 55         1   No         Yes          Lock/25_Def/31_0.0%/4          N/A                No
 56         1   No         Yes          Lock/27_Def/90_0.0%/3          N/A                No
 60         1   No         Yes          Lock/25_Def/55_0.0%/4          N/A                No
 62         1   No         Yes          Lock/25_Def/92_0.0%/3          N/A                No
 64         1   No         Yes          Lock/27_Def/91_0.0%/2          N/A                No
 65         1   No         Yes          Lock/25_Def/31_0.0%/4          N/A                No
 66         1   No         Yes          Lock/33_Def/85_0.0%/2          N/A                No
 67         1   No         Yes          Lock/28_Def/88_0.0%/4          N/A                No
 68         1   No         Yes          Lock/27_Def/89_0.0%/4          N/A                No
 69         1   No         No           N/A                            N/A                No
 70         1   No         Yes          Lock/39_Def/77_0.0%/4          N/A                No
 71         1   No         Yes          Lock/25_Def/91_0.0%/4          N/A                No
 73         1   No         No           N/A                            N/A                No
 85         1   No         No           N/A                            N/A                No
 87         1   No         Yes          Lock/25_Def/93_0.0%/2          N/A                No
 90         1   No         Yes          Lock/31_Def/87_0.0%/2          N/A                No
 97         1   No         Yes          Lock/27_Def/89_0.0%/4          N/A                No
101         1   No         Yes          Lock/25_Def/55_0.0%/4          N/A                No
103         1   No         Yes          Lock/26_Def/90_0.0%/4          N/A                No
104         1   No         No           N/A                            N/A                No
105         1   No         Yes          Lock/29_Def/88_0.0%/3          N/A                No
107         1   No         Yes          Lock/24_Def/94_0.0%/2          N/A                No
112         1   No         Yes          Lock/32_Def/86_0.0%/2          N/A                No
114         1   No         No           N/A                            N/A                No
115         1   No         No           N/A                            N/A                No
122         1   No         Yes          Lock/25_Def/93_0.0%/2          N/A                No
126         1   No         Yes          Lock/24_Def/94_0.0%/2          N/A                No
130         1   No         Yes          Lock/30_Def/86_0.0%/4          N/A                No
131         1   No         Yes          Lock/29_Def/87_0.0%/4          N/A                No
136         1   No         Yes          Lock/29_Def/87_0.0%/4          N/A                No
137         1   No         Yes          Lock/25_Def/93_0.0%/2          N/A                No
141         1   No         Yes          Lock/26_Def/92_0.0%/2          N/A                No
144         1   No         Yes          Lock/25_Def/93_0.0%/2          N/A                No
153         1   No         Yes          Lock/28_Def/90_0.0%/2          N/A                No
155         1   No         Yes          Lock/25_Def/91_0.0%/4          N/A                No
164         1   No         Yes          Lock/27_Def/91_0.0%/2          N/A                No
167         1   No         No           N/A                            N/A                No
168         1   No         Yes          Lock/28_Def/90_0.0%/2          N/A                No
175         1   No         Yes          Lock/26_Def/90_0.0%/4          N/A                No
176         1   No         Yes          Lock/25_Def/93_0.0%/2          N/A                No
183         1   No         No           N/A                            N/A                No
188         1   No         Yes          Lock/29_Def/89_0.0%/2          N/A                No
192         1   No         No           N/A                            N/A                No
200         1   No         No           N/A                            N/A                No
204         1   No         No           N/A                            N/A                No
206         1   No         No           N/A                            N/A                No
207         1   No         Yes          Lock/29_Def/88_0.0%/3          N/A                No
209         1   No         Yes          Lock/32_Def/84_0.0%/4          N/A                No
212         1   No         Yes          Lock/27_Def/91_0.0%/2          N/A                No
230         1   No         Yes          Lock/32_Def/86_0.0%/2          N/A                No
234         1   No         No           N/A                            N/A                No
235         1   No         No           N/A                            N/A                No
247         1   No         No           N/A                            N/A                No

<CAPTION>
      Ground Lease
  #   (Yes/No)       Letter of Credit Amount ($)
---   ------------   ---------------------------
<S>   <C>            <C>
  9   No                                   $0.00
 11   No                                   $0.00
 16   No                                   $0.00
 19   No                                   $0.00
 22   No                                   $0.00
 25   No                                   $0.00
 27   No                           $3,000,000.00
 32   No                                   $0.00
 34   No                                   $0.00
 35   No                                   $0.00
 39   No                                   $0.00
 40   No                                   $0.00
 41   No                                   $0.00
 42   No                                   $0.00
 43   No                                   $0.00
 46   No                                   $0.00
 48   No                                   $0.00
 49   No                                   $0.00
 53   No                                   $0.00
 55   No                                   $0.00
 56   No                                   $0.00
 60   No                                   $0.00
 62   No                                   $0.00
 64   No                                   $0.00
 65   No                                   $0.00
 66   No                                   $0.00
 67   No                                   $0.00
 68   No                                   $0.00
 69   No                                   $0.00
 70   No                                   $0.00
 71   No                                   $0.00
 73   No                                   $0.00
 85   No                             $280,366.00
 87   No                             $600,000.00
 90   No                                   $0.00
 97   No                                   $0.00
101   No                                   $0.00
103   No                                   $0.00
104   No                                   $0.00
105   No                                   $0.00
107   No                                   $0.00
112   No                                   $0.00
114   No                                   $0.00
115   No                                   $0.00
122   No                                   $0.00
126   No                                   $0.00
130   No                                   $0.00
131   No                                   $0.00
136   No                                   $0.00
137   No                                   $0.00
141   No                                   $0.00
144   No                                   $0.00
153   No                              $14,000.00
155   No                                   $0.00
164   No                                   $0.00
167   No                                   $0.00
168   No                                   $0.00
175   No                                   $0.00
176   No                                   $0.00
183   No                                   $0.00
188   No                                   $0.00
192   No                                   $0.00
200   No                                   $0.00
204   No                                   $0.00
206   Various                              $0.00
207   No                                   $0.00
209   No                                   $0.00
212   No                                   $0.00
230   No                                   $0.00
234   No                                   $0.00
235   No                                   $0.00
247   No                                   $0.00

<CAPTION>
  #   Letter of Credit Description
---   ------------------------------------------------------------------------------------------------------------------------------
<S>   <C>
  9   N/A
 11   N/A
 16   N/A
 19   N/A
 22   N/A
 25   N/A
 27   General LOC
 32   N/A
 34   N/A
 35   N/A
 39   N/A
 40   N/A
 41   N/A
 42   N/A
 43   N/A
 46   N/A
 48   N/A
 49   N/A
 53   N/A
 55   N/A
 56   N/A
 60   N/A
 62   N/A
 64   N/A
 65   N/A
 66   N/A
 67   N/A
 68   N/A
 69   N/A
 70   N/A
 71   N/A
 73   N/A
 85   In lieu of the Monthly Tax, Insurance, Replacement Reserve, and TI/LC Deposits, Borrower has delivered an irrevocalbe letter
      of credit
 87   In lieu of Hollywood Occupancy or Tenet Healthcare Occupancy Reserves
 90   N/A
 97   N/A
101   N/A
103   N/A
104   N/A
105   N/A
107   N/A
112   N/A
114   N/A
115   N/A
122   N/A
126   N/A
130   N/A
131   N/A
136   N/A
137   N/A
141   N/A
144   N/A
153   Laynes Chicken Debt Service Amount
155   N/A
164   N/A
167   N/A
168   N/A
175   N/A
176   N/A
183   N/A
188   N/A
192   N/A
200   N/A
204   N/A
206   N/A
207   N/A
209   N/A
212   N/A
230   N/A
234   N/A
235   N/A
247   N/A

<CAPTION>
      Loan
  #   Group   Loan Seller
---   -----   -----------
<S>   <C>     <C>
  9       1   Capmark
 11       1   Capmark
 16       1   Capmark
 19       1   Capmark
 22       1   Capmark
 25       1   Capmark
 27       2   Capmark
 32       1   Capmark
 34       2   Capmark
 35       1   Capmark
 39       1   Capmark
 40       2   Capmark
 41       2   Capmark
 42       2   Capmark
 43       2   Capmark
 46       2   Capmark
 48       1   Capmark
 49       1   Capmark
 53       2   Capmark
 55       1   Capmark
 56       1   Capmark
 60       2   Capmark
 62       1   Capmark
 64       1   Capmark
 65       2   Capmark
 66       1   Capmark
 67       1   Capmark
 68       1   Capmark
 69       1   Capmark
 70       1   Capmark
 71       2   Capmark
 73       2   Capmark
 85       1   Capmark
 87       1   Capmark
 90       1   Capmark
 97       1   Capmark
101       2   Capmark
103       1   Capmark
104       1   Capmark
105       2   Capmark
107       2   Capmark
112       1   Capmark
114       2   Capmark
115       2   Capmark
122       1   Capmark
126       1   Capmark
130       1   Capmark
131       1   Capmark
136       1   Capmark
137       1   Capmark
141       1   Capmark
144       1   Capmark
153       1   Capmark
155       1   Capmark
164       1   Capmark
167       1   Capmark
168       1   Capmark
175       1   Capmark
176       1   Capmark
183       1   Capmark
188       1   Capmark
192       2   Capmark
200       2   Capmark
204       1   Capmark
206       2   Capmark
207       1   Capmark
209       1   Capmark
212       2   Capmark
230       1   Capmark
234       1   Capmark
235       1   Capmark
247       1   Capmark
</TABLE>
<PAGE>

                                   Exhibit B-1

            Representations and Warranties with Respect to the Seller

            The Seller hereby represents and warrants that, as of the date
hereof:

            1. The Seller is a corporation duly organized, validly existing and
in good standing under the laws of the State of California.

            2. The execution and delivery by the Seller of, and the performance
by the Seller under, this Agreement, the execution (including, without
limitation, by facsimile or machine signature) and delivery of any and all
documents contemplated by this Agreement, including, without limitation,
endorsements of Mortgage Notes, and the consummation by the Seller of the
transactions herein contemplated, do not: (a) violate the Seller's
organizational documents; or (b) constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any indenture, agreement or other instrument to which the
Seller is a party or by which it is bound or which is applicable to it or any of
its assets, which default or breach, in the Seller's good faith and reasonable
judgment, is likely to affect materially and adversely either the ability of the
Seller to perform its obligations under this Agreement or the financial
condition of the Seller.

            3. The Seller has full power and authority to enter into and perform
under this Agreement, has duly authorized the execution, delivery and
performance of this Agreement, and has duly executed and delivered this
Agreement.

            4. The Seller has the full right, power and authority to sell,
assign, transfer, set over and convey the Mortgage Loans (and, in the event that
the related transaction is deemed to constitute a loan secured by all or part of
the Mortgage Loans, to pledge the Mortgage Loans) in accordance with, and under
the conditions set forth in, this Agreement.

            5. Assuming due authorization, execution and delivery hereof by the
Purchaser, this Agreement constitutes a valid, legal and binding obligation of
the Seller, enforceable against the Seller in accordance with the terms hereof,
subject to (a) applicable bankruptcy, insolvency, reorganization, receivership,
moratorium and other laws affecting the enforcement of creditors' rights
generally, and (b) general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law.

            6. The Seller is not in violation of, and its execution and delivery
of this Agreement and its performance under and compliance with the terms hereof
do not constitute a violation of, any law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal, state or local
governmental or regulatory authority, which violation, in the Seller's good
faith and reasonable judgment, is likely to affect materially and adversely
either the ability of the Seller to perform its obligations under this Agreement
or the financial condition of the Seller.

            7. There are no actions, suits or proceedings pending or, to the
best of the Seller's knowledge, threatened against the Seller which, if
determined adversely to the Seller, would prohibit the Seller from entering into
this Agreement or, in the Seller's good faith and reasonable judgment, would be
likely to affect materially and adversely either the ability of the Seller to
perform its obligations hereunder or the financial condition of the Seller.

            8. No consent, approval, authorization or order of, or filing or
registration with, any state or federal court or governmental agency or body is
required for the consummation by the Seller of the transactions contemplated
herein, except for those consents, approvals, authorizations and orders that
previously have been obtained and those filings and registrations that
previously have been completed, and except for those filings and recordings of
Mortgage Loan documents and assignments thereof that are contemplated by the
Pooling and Servicing Agreement to be completed after the Closing Date.

            9. The transfer of the Mortgage Loans to the Purchaser as
contemplated herein is not subject to any bulk transfer or similar law in effect
in any applicable jurisdiction.

            10. The Mortgage Loans do not constitute all or substantially all of
the assets of the Seller.

            11. The Seller is not transferring the Mortgage Loans to the
Purchaser with any intent to hinder, delay or defraud its present or future
creditors.

            12. The Seller will be solvent at all relevant times prior to, and
will not be rendered insolvent by, its transfer of the Mortgage Loans to the
Purchaser, as contemplated herein.

            13. After giving effect to its transfer of the Mortgage Loans to the
Purchaser, as provided herein, the value of the Seller's assets, either taken at
their present fair saleable value or at fair valuation, will exceed the amount
of the Seller's debts and obligations, including contingent and unliquidated
debts and obligations of the Seller, and the Seller will not be left with
unreasonably small assets or capital with which to engage in and conduct its
business.

            14. The Seller does not intend to, and does not believe that it
will, incur debts or obligations beyond its ability to pay such debts and
obligations as they mature.

            15. No proceedings looking toward liquidation, dissolution or
bankruptcy of the Seller are pending or contemplated.

            16. In connection with its transfer of the Mortgage Loans to the
Purchaser as contemplated herein, the Seller is receiving new value and
consideration constituting at least reasonably equivalent value and fair
consideration.

<PAGE>

                                   Exhibit B-2

          Representations and Warranties with Respect to the Purchaser

            The Purchaser hereby represents and warrants that, as of the date
hereof:

            1. The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.

            2. The execution and delivery by the Purchaser of, and the
performance by the Purchaser under, this Agreement, and the consummation by the
Purchaser of transactions herein contemplated, do not: (a) violate the
Purchaser's organizational documents; or (b) constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any indenture, agreement or other instrument to
which the Purchaser is a party or by which it is bound or which is applicable to
it or any of its assets, which default or breach, in the Purchaser's good faith
and reasonable judgment, is likely to affect materially and adversely either the
ability of the Purchaser to perform its obligations under this Agreement or the
financial condition of the Purchaser.

            3. The Purchaser has full power and authority to enter into and
perform under this Agreement, has duly authorized the execution, delivery and
performance of this Agreement, and has duly executed and delivered this
Agreement.

            4. Assuming due authorization, execution and delivery hereof by the
Seller, this Agreement constitutes a valid, legal and binding obligation of the
Purchaser, enforceable against the Purchaser in accordance with the terms
hereof, subject to (a) applicable bankruptcy, insolvency, reorganization,
receivership, moratorium and other laws affecting the enforcement of creditors'
rights generally, and (b) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law.

            5. The Purchaser is not in violation of, and its execution and
delivery of this Agreement and its performance under and compliance with the
terms hereof do not constitute a violation of, any law, any order or decree of
any court or arbiter, or any order, regulation or demand of any federal, state
or local governmental or regulatory authority, which violation, in the
Purchaser's good faith and reasonable judgment, is likely to affect materially
and adversely either the ability of the Purchaser to perform its obligations
under this Agreement or the financial condition of the Purchaser.

            6. There are no actions, suits or proceedings pending or, to the
best of the Purchaser's knowledge, threatened against the Purchaser which, if
determined adversely to the Purchaser, would prohibit the Purchaser from
entering into this Agreement or, in the Purchaser's good faith and reasonable
judgment, would be likely to affect materially and adversely either the ability
of the Purchaser to perform its obligations hereunder or the financial condition
of the Purchaser.

            7. No consent, approval, authorization or order of, or filing or
registration with, any state or federal court or governmental agency or body is
required for the consummation by the Purchaser of the transactions contemplated
herein, except for those consents, approvals, authorizations and orders that
previously have been obtained and those filings and registrations that
previously have been completed, and except for those filings of Mortgage Loan
documents and assignments thereof that are contemplated by the Pooling and
Servicing Agreement to be completed after the Closing Date.

<PAGE>

                                    Exhibit C

        Representations and Warranties with Respect to the Mortgage Loans

            For purposes of these representations and warranties, the phrases
"to the knowledge of Seller" or "to the Seller's knowledge" or phrases of
similar import shall mean, except where otherwise expressly set forth below, the
actual state of knowledge of the Seller or any servicer acting on its behalf
regarding the matters referred to, in each case without having conducted any
independent inquiry or due diligence with respect to such matters and without
any actual or implied obligation to make such inquiry or perform such due
diligence, other than making such inquiry or performing such due diligence as
would be customarily performed by prudent commercial or multifamily mortgage
lenders or servicers (as the case may be) with respect to similar mortgage loans
or mortgaged properties. All information contained in documents which are part
of or required to be part of a Mortgage File shall be deemed to be within the
knowledge of the Seller. Wherever there is a reference to receipt by, or
possession of, the Seller of any information or documents, or to any action
taken by the Seller or not taken by the Seller, such reference shall include the
receipt or possession of such information or documents by, or the taking of such
action or the not taking of such action by, either the Seller or any servicer
acting on its behalf.

            The Seller hereby represents and warrants, subject to the exceptions
set forth in Schedule C-1 hereto and Section 19 of this Agreement, with respect
to the Mortgage Loans that, as of the date hereinbelow specified or, if no such
date is specified, as of the date hereof:

            1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule with respect to the Mortgage Loans (other than information
specifying the Loan Group to which any Mortgage Loan belongs) is true, complete
(in accordance with the requirements of this Agreement and the Pooling and
Servicing Agreement) and correct in all material respects as of the dates of the
information set forth therein (or, if not set forth therein, and in all events
no earlier than, as of the respective Due Dates of the Mortgage Loans in March
2007).

            2. Ownership of Mortgage Loans. Immediately prior to the transfer of
the Mortgage Loans to the Purchaser, the Seller had good title to, and was the
sole owner of, each Mortgage Loan. The Seller has full right, power and
authority to sell, transfer and assign each Mortgage Loan to, or at the
direction of, the Purchaser free and clear of any and all pledges, liens,
charges, security interests, participation interests and/or other interests and
encumbrances (except for certain servicing rights as provided in the Pooling and
Servicing Agreement, any permitted subservicing agreements and servicing rights
purchase agreements pertaining thereto). Subject to the completion of the names
and addresses of the assignees and endorsees and any missing recording
information in all instruments of transfer or assignment and endorsements and
the completion of all recording and filing contemplated hereby and by the
Pooling and Servicing Agreement, the Seller will have validly and effectively
conveyed to the Purchaser all legal and beneficial interest in and to each
Mortgage Loan free and clear of any pledge, lien, charge, security interest or
other encumbrance (except for certain servicing rights as provided in the
Pooling and Servicing Agreement, any permitted subservicing agreements and
servicing rights purchase agreements pertaining thereto). The sale of the
Mortgage Loans to the Purchaser or its designee does not require the Seller to
obtain any governmental or regulatory approval or consent that has not been
obtained. Each Mortgage Note is, or shall be as of the Closing Date, properly
endorsed to the Purchaser or its designee and each such endorsement is, or shall
be as of the Closing Date, genuine.

            3. Payment Record. No scheduled payment of principal and interest
due under any Mortgage Loan on the Due Date in March 2007 or on any Due Date in
the twelve-month period immediately preceding the Due Date for such Mortgage
Loan in March 2007 was 30 days or more delinquent, without giving effect to any
applicable grace period.

            4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and enforceable first
priority lien upon the related Mortgaged Property, except as the enforcement of
the Mortgage may be limited as provided in the exceptions set forth in Paragraph
13 below, prior to all other liens and/or encumbrances (and there are no liens
or encumbrances that are pari passu with the lien of such Mortgage), except as
described on Schedule C-1 hereto and except for the following (collectively, the
"Permitted Encumbrances"): (a) the lien for current real estate taxes, water
charges, sewer rents and assessments not yet delinquent or accruing interest or
penalties; (b) covenants, conditions and restrictions, rights of way, easements
and other matters that are of public record and are referred to in the related
lender's title insurance policy (or, if not yet issued, referred to in a pro
forma title policy or title policy commitment meeting the requirements described
in Paragraph 8 below); (c) exceptions and exclusions specifically referred to in
the related lender's title insurance policy (or, if not yet issued, referred to
in a pro forma title policy or title policy commitment meeting the requirements
described in Paragraph 8 below); (d) other matters to which like properties are
commonly subject; (e) the rights of tenants (as tenants only) under leases
(including subleases) pertaining to the related Mortgaged Property; (f)
condominium declarations of record and identified in the related lender's title
insurance policy (or, if not yet issued, identified in a pro forma title policy
or title policy commitment meeting the requirements described in Paragraph 8
below); and (g) if such Mortgage Loan constitutes a Cross-Collateralized
Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in
the same Cross-Collateralized Group. With respect to each Mortgage Loan, such
Permitted Encumbrances do not, individually or in the aggregate, materially
interfere with the security intended to be provided by the related Mortgage, the
current principal use of the related Mortgaged Property or the ability of the
related Mortgaged Property to generate income sufficient to service such
Mortgage Loan. The related assignment of the Mortgage for each Mortgage Loan,
executed and delivered in favor of the Trustee, is in recordable form (but for
insertion of the name and address of the assignee and any related recording
information which is not yet available to the Seller) to validly and effectively
convey the assignor's interest therein and constitutes a legal, valid, binding
and, subject to the exceptions set forth in Paragraph 13 below, enforceable
assignment of such Mortgage from the relevant assignor to the Trustee.

            5. Assignment of Leases. The Mortgage File contains an assignment of
leases and rents (an "Assignment of Leases"), either as a separate instrument or
incorporated into the related Mortgage, which establishes and creates a valid,
subsisting and, subject to the exceptions set forth in Paragraph 13 below,
enforceable first priority lien on and security interest in, subject to
applicable law, the property, rights and interests of the related Borrower
described therein, except that a license may have been granted to the related
Borrower to exercise certain rights and perform certain obligations of the
lessor under the relevant lease or leases, including, without limitation, the
right to operate the related leased property and subject as to priority to the
Permitted Encumbrances; and each assignor thereunder has the full right to
assign the same. The related assignment of any Assignment of Leases not included
in a Mortgage, executed and delivered in favor of the Trustee is in recordable
form (but for insertion of the name and address of the assignee and any related
recording information which is not yet available to the Seller) to validly and
effectively convey the assignor's interest therein and constitutes a legal,
valid, binding and, subject to the exceptions set forth in Paragraph 13 below,
enforceable assignment of such Assignment of Leases from the relevant assignor
to the Trustee.

            6. Mortgage Status; Waivers and Modifications. In the case of each
Mortgage Loan, except by a written instrument which has been delivered to the
Purchaser or its designee as a part of the related Mortgage File, (a) the
related Mortgage (including any amendments or supplements thereto included in
the related Mortgage File) has not been impaired, waived, modified, altered,
satisfied, canceled, subordinated or rescinded, (b) neither the related
Mortgaged Property (nor any portion thereof that has a material value or is
material to the use or operation of the related Mortgaged Property) has been
released from the lien of such Mortgage and (c) the related Borrower has not
been released from its obligations under such Mortgage, in whole or in material
part. Except as described on Schedule C-1 hereto, no alterations, waivers,
modifications or assumptions of any kind with respect to any Mortgage Loan have
been given, made or consented to by or on behalf of the Seller since the later
of January 23, 2007 and the date of the origination of such Mortgage Loan. The
Seller has not taken any affirmative action that would cause the representations
and warranties of the related Borrower under the Mortgage Loan not to be true
and correct in any material respect.

            7. Condition of Property; Condemnation. In the case of each Mortgage
Loan, one or more engineering reports were prepared in connection with the
origination of such Mortgage Loan by an independent third-party engineering
firm, and except as set forth in such engineering report(s) or on Schedule C-1,
the related Mortgaged Property is, to the Seller's knowledge, in good repair,
free and clear of any damage that would materially and adversely affect its
value as security for such Mortgage Loan (except in any such case where an
escrow of funds, letter of credit or insurance coverage exists sufficient to
effect the necessary repairs and maintenance); provided that, if no engineer or
architect physically visited the related Mortgaged Property in connection with
preparing and delivering such engineering report, then the representation and
warranty made in this sentence shall not be qualified by "to the Seller's
knowledge." As of origination of such Mortgage Loan, there was no proceeding
pending, and subsequent to such date, the Seller has not received actual notice
of, any proceeding pending for the condemnation of all or any material portion
of the Mortgaged Property securing any Mortgage Loan, except as otherwise
described on Schedule C-1. If any of the engineering reports referred to above
in this Paragraph 7 revealed any material damage or material deferred
maintenance, then one of the following is true: (a) the repairs and/or
maintenance necessary to correct such condition have been completed in all
material respects; (b) an escrow of funds is required or a letter of credit was
obtained in an amount reasonably estimated to be sufficient to complete the
repairs and/or maintenance necessary to correct such condition; or (c) the
reasonable estimate of the cost to complete the repairs and/or maintenance
necessary to correct such condition represented no more than 2% of the value of
the related Mortgaged Property as reflected in an appraisal conducted in
connection with the origination of the subject Mortgage Loan. As of the date of
the origination of each Mortgage Loan: (a) all of the material improvements on
the related Mortgaged Property lay wholly within the boundaries and, to the
extent in effect at the time of construction, building restriction lines of such
property, except for encroachments that are insured against by the lender's
title insurance policy referred to in Paragraph 8 below or that do not
materially and adversely affect the value, marketability or current principal
use of such Mortgaged Property, and (b) no improvements on adjoining properties
encroached upon such Mortgaged Property so as to materially and adversely affect
the value or marketability of such Mortgaged Property, except those
encroachments that are insured against by the lender's title insurance policy
referred to in Paragraph 8 below.

            8. Title Insurance. The lien of each Mortgage securing a Mortgage
Loan is insured by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") (except that if such policy
is yet to be issued, such insurance may be evidenced by a "marked up" pro forma
policy or title commitment in either case marked as binding and countersigned by
the title company or its authorized agent, either on its face or by an
acknowledged closing instruction or escrow letter) in the original principal
amount of such Mortgage Loan after all advances of principal, insuring the
originator of the related Mortgage Loan, its successors and assigns (as the sole
insured) that the related Mortgage is a valid first priority lien on such
Mortgaged Property, subject only to the Permitted Encumbrances. Such Title
Policy (or, if it has yet to be issued, the coverage to be provided thereby) is
in full force and effect, all premiums thereon have been paid, the Seller has
made no claims thereunder and, to the Seller's knowledge, no prior holder of the
related Mortgage has made any claims thereunder and no claims have been paid
thereunder. The Seller has not, and to the Seller's knowledge, no prior holder
of the related Mortgage has, done, by act or omission, anything that would
materially impair the coverage under such Title Policy. Immediately following
the transfer and assignment of the related Mortgage Loan to the Trustee
(including endorsement and delivery of the related Mortgage Note to the Trustee
and recording of the related Assignment of Mortgage in favor of the Trustee in
the applicable real estate records), such Title Policy (or, if it has yet to be
issued, the coverage to be provided thereby) will inure to the benefit of the
Trustee without the consent of or notice to the insurer. Such Title Policy
contains no exclusion for any of the following circumstances, or it
affirmatively insures (unless the related Mortgaged Property is located in a
jurisdiction where such affirmative insurance is not available), (a) that the
related Mortgaged Property has access to a public road, and (b) that the area
shown on the survey, if any, reviewed or prepared in connection with the
origination of the related Mortgage Loan is the same as the property legally
described in the related Mortgage. Such Title Policy contains no exclusion
regarding the encroachment upon any material easements of any material permanent
improvements located at the related Mortgaged Property for which the grantee of
such easement has the ability to force removal of such improvement, or such
Title Policy affirmatively insures (unless the related Mortgaged Property is
located in a jurisdiction where such affirmative insurance is not available)
against losses caused by forced removal of any material permanent improvements
on the related Mortgaged Property that encroach upon any material easements.

            9. No Holdback. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage Loan has
been disbursed but a portion thereof is being held in escrow or reserve accounts
pending the satisfaction of certain conditions relating to leasing, repairs or
other matters with respect to the related Mortgaged Property), and there is no
obligation for future advances with respect thereto. If the related Mortgage
Loan Documents include any requirements regarding (a) the completion of any
on-site or off-site improvements and (b) the disbursement of any funds escrowed
for such purpose, and if those requirements were to have been complied with on
or before the date hereof, then such requirements have been complied with in all
material respects or such funds so escrowed have not been released except to the
extent specifically provided by the related Mortgage Loan Documents.

            10. Mortgage Provisions. The Mortgage Note, Mortgage and Assignment
of Leases for each Mortgage Loan, together with applicable state law, contain
customary and, subject to the exceptions set forth in Paragraph 13 below,
enforceable provisions for commercial and multifamily mortgage loans such as to
render the rights and remedies of the holder thereof adequate for the practical
realization against the related Mortgaged Property of the principal benefits of
the security intended to be provided thereby. The Mortgage Loan Documents for
each Mortgage Loan, subject to applicable law, provide for the appointment of a
receiver for the collection of rents or for the related mortgagee to enter into
possession to collect the rents if there is an event of default under such
Mortgage Loan.

            11. Trustee under Deed of Trust. If the Mortgage for any Mortgage
Loan is a deed of trust, then (a) a trustee, duly qualified under applicable law
to serve as such, has either (i) been properly designated, has accepted such
designation and currently so serves or (ii) may be substituted in accordance
with the Mortgage and applicable law, and (b) no fees or expenses are payable to
such trustee by the Seller, the Purchaser or any transferee thereof except for
such fees and expenses (all of which are the obligation of the related Borrower
under the related Mortgage Loan Documents) as would be payable in connection
with a trustee's sale after default by the related Borrower or in connection
with any full or partial release of the related Mortgaged Property or related
security for such Mortgage Loan.

            12. Environmental Conditions. Except in the case of the Mortgage
Loans identified on Schedule C-1, (a) an environmental site assessment meeting
the requirements of the American Society for Testing and Materials and covering
all environmental hazards typically assessed for similar properties including
use, type and tenants of the Mortgaged Property, or an update of such an
assessment (or with respect to certain Mortgage Loans with an original principal
balance of $350,000 or less, a transaction screen meeting ASTM standards) and/or
a Phase II or other environment assessment supplemental to such assessment
and/or update, was performed by a licensed (to the extent required by applicable
state law) independent third-party environmental consulting firm with respect to
each Mortgaged Property securing a Mortgage Loan in connection with the
origination of such Mortgage Loan such that, except as set forth on Schedule
C-1, such assessment, transaction screen, update or supplement, as applicable,
is dated no earlier than twelve months prior to the date hereof, (b) a written
report of each such assessment, transaction screen, if any, update, if any, and
supplement, if any (collectively, an "Environmental Report"), has been delivered
to the Purchaser, and (c) either: (i) no such Environmental Report provides that
as of the date of the report there is a material violation of any applicable
environmental laws with respect to any circumstances or conditions relating to
the related Mortgaged Property; or (ii) if any such Environmental Report does
reveal any such circumstances or conditions with respect to the related
Mortgaged Property and the same have not been subsequently remediated in all
material respects, then one or more of the following are true--(A) one or more
parties not related to or including the related Borrower and collectively having
financial resources reasonably estimated to be adequate to cure the subject
violation in all material respects were identified as the responsible party or
parties for such condition or circumstance and such condition or circumstance
does not materially impair the value of the Mortgaged Property, (B) the related
Borrower was required to provide additional security reasonably estimated to be
adequate to cure the subject violation in all material respects, (C) if and to
the extent that such condition or circumstances can, based upon the
recommendation set forth in the subject Environmental Report, be remediated or
otherwise appropriately addressed in all material respects through the
implementation of an operations and maintenance plan, the related Borrower was
required to obtain and maintain an operations and maintenance plan, (D) the
related Borrower, or other responsible party, provided a "no further action"
letter or other evidence reasonably acceptable to a reasonably prudent
commercial or multifamily mortgage lender that applicable federal, state or
local governmental authorities had no current intention of taking any action,
and are not requiring any action, in respect of such condition or circumstance,
(E) such conditions or circumstances were investigated further and based upon
such additional investigation, an independent third-party environmental
consultant recommended no further investigation or remediation, (F) the
expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than 2% of the outstanding principal balance of the
related Mortgage Loan or $25,000, whichever is greater, (G) there exists an
escrow of funds reasonably estimated to be sufficient for purposes of effecting
such remediation, (H) the related Mortgaged Property is identified on Schedule
C-1 and insured under a policy of insurance subject to reasonable per occurrence
and aggregate limits and a reasonable deductible, against certain losses arising
from such circumstances and conditions or (I) a party with financial resources
reasonably estimated to be adequate to cure the subject violation in all
material respects provided a guaranty or indemnity to the related Borrower to
cover the costs of any required investigation, testing, monitoring or
remediation. To the Seller's knowledge, there are no significant or material
circumstances or conditions with respect to any Mortgaged Property not revealed
in any such Environmental Report, where obtained, or in any Borrower
questionnaire delivered to the Seller in connection with the issue of any
related environmental insurance policy, if applicable, that render such
Mortgaged Property in material violation of any applicable environmental laws.
The Mortgage Loan Documents for each Mortgage Loan require the related Borrower
to comply in all material respects with all applicable federal, state and local
environmental laws and regulations. The Seller has not taken any affirmative
action which would cause the Mortgaged Property securing any Mortgage Loan not
to be in compliance with all federal, state and local laws pertaining to
environmental hazards. Each Borrower represents and warrants in the related
Mortgage Loan Documents generally to the effect that, except as set forth in
certain specified environmental reports and to the Borrower's knowledge, it has
not used, caused or permitted to exist and will not use, cause or permit to
exist on the related Mortgaged Property any hazardous materials in any manner
which violates federal, state or local laws, ordinances, regulations, orders,
directives, or policies governing the use, storage, treatment, transportation,
manufacture, refinement, handling, production or disposal of hazardous
materials. Unless the related Mortgage Loan is identified on Schedule C-1, the
related Borrower (or an affiliate thereof) has agreed to indemnify, defend and
hold the Seller and its successors and assigns harmless from and against, or
otherwise be liable for, any and all losses resulting from a breach of
environmental representations, warranties or covenants given by the Borrower in
connection with such Mortgage Loan, generally including any and all losses,
liabilities, damages, injuries, penalties, fines, expenses and claims of any
kind or nature whatsoever (including without limitation, attorneys' fees and
expenses) paid, incurred or suffered by or asserted against, any such party
resulting from such breach.

            13. Loan Document Status. Each Mortgage Note, Mortgage, and other
agreement executed by or on behalf of the related Borrower, or any guarantor of
non-recourse exceptions and environmental liability, with respect to each
Mortgage Loan is the legal, valid and binding obligation of the maker thereof
(subject to any non-recourse provisions contained in any of the foregoing
agreements and any applicable state anti-deficiency or market value limit
deficiency legislation), enforceable in accordance with its terms, except as
such enforcement may be limited by (i) bankruptcy, insolvency, reorganization,
receivership, fraudulent transfer and conveyance or other similar laws affecting
the enforcement of creditors' rights generally and (ii) general principles of
equity (regardless of whether such enforcement is considered in a proceeding in
equity or at law), and except that certain provisions in such loan documents may
be further limited or rendered unenforceable by applicable law, but (subject to
the limitations set forth in the foregoing clauses (i) and (ii)) such
limitations will not render such loan documents invalid as a whole or
substantially interfere with the mortgagee's realization of the principal
benefits and/or security provided thereby. There is no right of rescission,
offset, abatement or diminution or valid defense or counterclaim available to
the related Borrower with respect to such Mortgage Note, Mortgage or other
agreements that would deny the mortgagee the principal benefits intended to be
provided thereby. The Seller has no knowledge of any such rights, defenses or
counterclaims having been asserted.

            14. Insurance. Except in certain cases, where tenants, having a net
worth of at least $50,000,000 or an investment grade credit rating and obligated
to maintain the insurance described in this paragraph, are allowed to
self-insure the related Mortgaged Properties, all improvements upon each
Mortgaged Property securing a Mortgage Loan are insured under a fire and
extended perils insurance policy included within the classification "All Risk of
Physical Loss" insurance (or the equivalent) policy in an amount at least equal
to the lesser of the outstanding principal balance of such Mortgage Loan and
100% of the insurable replacement cost of the improvements located on the
related Mortgaged Property, and if applicable, the related hazard insurance
policy contains appropriate endorsements to avoid the application of
co-insurance and does not permit reduction in insurance proceeds for
depreciation. Each Mortgaged Property securing a Mortgage Loan is the subject of
a business interruption or rent loss insurance policy providing coverage for at
least twelve (12) months (or a specified dollar amount which is reasonably
estimated to cover no less than twelve (12) months of rental income). If, based
solely on a flood zone certification or a survey of the related Mortgaged
Property, any portion of the improvements on a Mortgaged Property securing any
Mortgage Loan was, at the time of the origination of such Mortgage Loan, in an
area identified in the Federal Register by the Flood Emergency Management Agency
as a special flood hazard area (Zone A or Zone V) and flood insurance was
available, then a flood insurance policy meeting the requirements of the then
current guidelines of the Federal Insurance Administration is in effect with a
generally acceptable insurance carrier, in an amount representing coverage not
less than the least of (1) the minimum amount required, under the terms of
coverage, to compensate for any damage or loss on a replacement basis, (2) the
outstanding principal balance of such Mortgage Loan, and (3) the maximum amount
of insurance available under the applicable National Flood Insurance
Administration Program. All such hazard and flood insurance policies contain a
standard mortgagee clause for the benefit of the holder of the related Mortgage,
its successors and assigns, as mortgagee, and are not terminable (nor may the
amount of coverage provided thereunder be reduced) without ten (10) days' prior
written notice to the mortgagee; and no such notice has been received, including
any notice of nonpayment of premiums, that has not been cured. Each Mortgaged
Property and all improvements thereon are also covered by comprehensive general
liability insurance in such amounts as are generally required by reasonably
prudent commercial or multifamily mortgage lenders for similar properties and
seismic insurance to the extent any Mortgaged Property has a probable maximum
loss in the event of an earthquake of greater than twenty percent (20%) of the
replacement value of the related improvements, calculated using methodology
acceptable to a reasonably prudent commercial or multifamily mortgage lender
with respect to similar properties in same area or earthquake zone. If the
Mortgaged Property for any Mortgage Loan is located in Florida or within 25
miles of the coast in Texas, Louisiana, Mississippi, Alabama, Georgia, North
Carolina or South Carolina, then such Mortgaged Property is insured by windstorm
insurance in an amount at least equal to the lesser of (i) the outstanding
principal balance of such Mortgage Loan and (ii) 100% of the insurable
replacement cost of the improvements located on the related Mortgaged Property.
If any Mortgaged Property is, to the Seller's knowledge, a materially
non-conforming use or structure under applicable zoning laws and ordinances,
then, in the event of a material casualty or destruction, one or more of the
following is true: (i) such Mortgaged Property may be restored or repaired to
materially the same extent of the use or structure at the time of such casualty;
(ii) such Mortgaged Property is covered by law and ordinance insurance in an
amount customarily required by reasonably prudent commercial or multifamily
mortgage lenders; or (iii) the amount of hazard insurance currently in place and
required by the related Mortgage Loan Documents would generate proceeds
sufficient to pay off the subject Mortgage Loan. Additionally, for any Mortgage
Loan having a Cut-off Date Principal Balance equal to or greater than
$20,000,000, the insurer for all of the required coverages set forth herein has
a claims paying ability rating from S&P, Moody's or Fitch of not less than
A-minus (or the equivalent), or from A.M. Best of not less than "A-minus:V" (or
the equivalent). With respect to each Mortgage Loan, the related Mortgage Loan
Documents require that the related Borrower or a tenant of such Borrower
maintain insurance as described above or permit the Mortgagee to require
insurance as described above. Except under circumstances set forth in the
related Mortgage Loan Documents that would be reasonably acceptable to a prudent
commercial or multifamily mortgage lender or that would not otherwise materially
and adversely affect the security intended to be provided by the related
Mortgage, the Mortgage Loan Documents for each Mortgage Loan provide that
proceeds paid under any such casualty insurance policy will (or, at the lender's
option, will) be applied either to the repair or restoration of the related
Mortgaged Property or to the payment of amounts due under such Mortgage Loan;
provided that the related Mortgage Loan Documents may entitle the related
Borrower to any portion of such proceeds remaining after the repair or
restoration of the related Mortgaged Property or payment of amounts due under
the Mortgage Loan; and provided, further, that, if the related Borrower holds a
leasehold interest in the related Mortgaged Property, the application of such
proceeds will be subject to the terms of the related Ground Lease (as defined in
Paragraph 18 below). To the Seller's knowledge, all insurance policies described
above are with an insurance carrier qualified to write insurance in the relevant
jurisdiction and all insurance described above is in full force and effect.

            15. Taxes and Assessments. As of the date of origination of the
subject Mortgage Loan or September 30, 2006, whichever is later, there were no
(and, to the Seller's knowledge, there are no) delinquent property taxes or
water, sewer or other governmental assessments affecting any Mortgaged Property
securing a Mortgage Loan that are not otherwise covered by an escrow of funds
sufficient to pay such charge. For purposes of this representation and warranty,
real property taxes and water, sewer and other governmental assessments shall
not be considered delinquent until the date on which interest and/or penalties
would be payable thereon.

            16. Borrower Bankruptcy. No Borrower under a Mortgage Loan is a
debtor in any state or federal bankruptcy, insolvency or similar proceeding.

            17. Local Law Compliance. To the Seller's knowledge, based upon a
letter from governmental authorities, a legal opinion, a zoning consultant's
report, an endorsement to the related Title Policy, or (when such would be
acceptable to a reasonably prudent commercial or multifamily mortgage lender) a
representation of the related Borrower at the time of origination of the subject
Mortgage Loan, or based on such other due diligence considered reasonable by
prudent commercial or multifamily mortgage lenders in the lending area where the
subject Mortgaged Property is located, the improvements located on or forming
part of, and the existing use of, each Mortgaged Property securing a Mortgage
Loan are in material compliance with applicable zoning laws and ordinances or
constitute a legal non-conforming use or structure (or, if any such improvement
does not so comply and does not constitute a legal non-conforming use or
structure, such non-compliance and failure does not materially and adversely
affect the value of the related Mortgaged Property as determined by the
appraisal performed in connection with the origination of such Mortgage Loan).

            18. Leasehold Estate Only. If any Mortgage Loan is secured by the
interest of a Borrower as a lessee under a ground lease (together with any and
all written amendments and modifications thereof and any and all estoppels from
or other agreements with the ground lessor, a "Ground Lease"), but not by the
related fee interest in the subject real property (the "Fee Interest"), then,
except as set forth on Schedule C-1:

            (a) Such Ground Lease or a memorandum thereof has been or will be
duly recorded; such Ground Lease permits the interest of the lessee thereunder
to be encumbered by the related Mortgage and does not restrict the use of the
related Mortgaged Property by such lessee, its successors or assigns in a manner
that would materially adversely affect the security provided by the related
Mortgage; to the extent required under such Ground Lease, the lessor under such
Ground Lease has been sent notice of the lien of the related Mortgage in
accordance with the provisions of such Ground Lease; and there has been no
material change in the terms of such Ground Lease since its recordation, with
the exception of material changes reflected in written instruments which are a
part of the related Mortgage File;

            (b) The related lessee's leasehold interest in the portion of the
related Mortgaged Property covered by such Ground Lease is not subject to any
liens or encumbrances superior to, or of equal priority with, the related
Mortgage, other than Permitted Encumbrances, and such Ground Lease provides that
it shall remain superior to any mortgage or other lien upon the related Fee
Interest;

            (c) The Borrower's interest in such Ground Lease is assignable to,
and is thereafter further assignable by, the Purchaser upon notice to, but
without the consent of, the lessor thereunder (or, if such consent is required,
it has been obtained); provided that such Ground Lease has not been terminated
and all defaults, if any, on the part of the related lessee have been cured;

            (d) Such Ground Lease is in full force and effect, and the Seller
has not received actual notice that any material default or any delinquent
rental payment has occurred under such Ground Lease;

            (e) Such Ground Lease requires the lessor thereunder to give notice
of any default by the lessee to the mortgagee under such Mortgage Loan.
Furthermore, such Ground Lease further provides that no notice of termination
given under such Ground Lease is effective against the mortgagee under such
Mortgage Loan unless a copy has been delivered to such mortgagee in the manner
described in such Ground Lease;

            (f) The mortgagee under such Mortgage Loan is permitted a reasonable
opportunity (including, where necessary, sufficient time to gain possession of
the interest of the lessee under such Ground Lease) to cure any default under
such Ground Lease, which is curable after the receipt of notice of any such
default, before the lessor thereunder may terminate such Ground Lease;

            (g) Such Ground Lease has an original term (or an original term plus
options exercisable by the holder of the related Mortgage) which extends not
less than twenty (20) years beyond the end of the amortization term of such
Mortgage Loan;

            (h) Such Ground Lease requires the lessor to enter into a new lease
with the mortgagee under such Mortgage Loan upon termination of such Ground
Lease as a result of a rejection of such Ground Lease in a bankruptcy proceeding
involving the related Borrower unless the mortgagee under such Mortgage Loan
fails to cure a default of the lessee under such Ground Lease following notice
thereof from the lessor;

            (i) Under the terms of such Ground Lease and the related Mortgage
Loan Documents, taken together, any casualty insurance proceeds, other than de
minimis amounts for minor casualties, with respect to the leasehold interest
will be applied either: (i) to the repair or restoration of all or part of the
related Mortgaged Property, with the mortgagee under such Mortgage Loan or a
trustee appointed by it having the right to hold and disburse such proceeds as
the repair or restoration progresses (except in such cases where a provision
entitling another party to hold and disburse such proceeds would not be viewed
as commercially unreasonable by a prudent commercial or multifamily mortgage
lender), or (ii) to the payment of the outstanding principal balance of the
Mortgage Loan together with any accrued interest thereon. Under the terms of
such Ground Lease and the related Mortgage Loan Documents, taken together, any
condemnation proceeds or awards in respect of a total or substantially total
taking will be applied first to the payment of the outstanding principal and
interest on the Mortgage Loan (except as otherwise provided by applicable law)
and subject to any rights to require the improvements to be rebuilt;

            (j) Such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by a prudent commercial or
multifamily mortgage lender in the lending area where the related Mortgaged
Property is located at the time of the origination of such Mortgage Loan;

            (k) The lessor under such Ground Lease is not permitted under the
terms thereof, in the absence of an uncured default (after notice to the
mortgagee under such Mortgage Loan and the expiration of the applicable cure
period), to disturb the possession, interest or quiet enjoyment of the lessee in
the relevant portion of the Mortgaged Property subject to such Ground Lease for
any reason, or in any manner, which would materially adversely affect the
security provided by the related Mortgage; and

            (l) Such Ground Lease provides that it may not be amended or
modified without the prior consent of the mortgagee under such Mortgage Loan and
that any such action without such consent is not binding on such mortgagee, its
successors or assigns.

            19. Qualified Mortgage. Such Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code (but without regard to the
rule in Treasury Regulation Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage), and the related Mortgaged Property, if
acquired by a REMIC in connection with the default or imminent default of such
Mortgage Loan, would constitute "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code.

            20. Advancement of Funds. The Seller has not (nor, to the Seller's
knowledge, has any prior holder of such Mortgage Loan) advanced funds, or
induced, solicited or knowingly received any advance of funds from a party other
than the owner of the related Mortgaged Property (or a tenant at or the property
manager of the related Mortgaged Property), for the payment of any amount
required by such Mortgage Loan, except for interest accruing from the date of
origination of such Mortgage Loan or the date of disbursement of the Mortgage
Loan proceeds, whichever is later, to the date which preceded by 30 days the
first due date under the related Mortgage Note.

            21. No Equity Interest, Equity Participation or Contingent Interest.
No Mortgage Loan contains any equity participation by the mortgagee thereunder,
is convertible by its terms into an equity ownership interest in the related
Mortgaged Property or the related Borrower, has a shared appreciation feature,
provides for any contingent or additional interest in the form of participation
in the cash flow of the related Mortgaged Property, or provides for the negative
amortization of interest, except that, in the case of an ARD Loan, such Mortgage
Loan provides that, during the period commencing on or about the related
Anticipated Repayment Date and continuing until such Mortgage Loan is paid in
full, (a) additional interest shall accrue, may be compounded monthly and shall
be payable only after the outstanding principal of such Mortgage Loan is paid in
full, and (b) a portion of the cash flow generated by such Mortgaged Property
will be applied each month to pay down the principal balance thereof in addition
to the principal portion of the related Monthly Payment. Neither the Seller nor
any affiliate thereof has any obligation to make any capital contribution to the
Borrower under the Mortgage Loan or otherwise.

            22. Legal Proceedings. To the Seller's knowledge, as of origination
of the Mortgage Loan, there were no, and to the Seller's knowledge, as of the
date hereof, there are no, pending actions, suits, litigation or other
proceedings by or before any court or governmental authority against or
affecting the Borrower (or any guarantor to the extent a reasonably prudent
commercial or multifamily, as applicable, mortgage lender would consider such
guarantor material to the underwriting of such Mortgage Loan) under such
Mortgage Loan or the related Mortgaged Property that, if determined adversely to
such Borrower, guarantor or Mortgaged Property, would materially and adversely
affect the value of the Mortgaged Property as security for such Mortgage Loan,
the Borrower's ability to pay principal, interest or any other amounts due under
such Mortgage Loan or the ability of any such guarantor to meet its obligations.

            23. Other Mortgage Liens. Except for Mortgage Loans secured by
residential cooperative properties and except as otherwise set forth on Schedule
C-1, none of the Mortgage Loans permit the related Mortgaged Property or any
direct controlling equity interest in the related Borrower to be encumbered by
any mortgage lien or, in the case of a direct controlling equity interest in the
related Borrower, a lien to secure any other debt, without the prior written
consent of the holder of the subject Mortgage Loan or the satisfaction of debt
service coverage or similar criteria specified therein. To the Seller's
knowledge, as of origination of the subject Mortgage Loan and as of the date
hereof, except as otherwise set forth on Schedule C-1, and except for liens
securing other Mortgage Loans, no Mortgaged Property securing the subject
Mortgage Loan was or is encumbered by any other mortgage liens (other than
Permitted Encumbrances) and no direct controlling equity interest in the related
Borrower was or is encumbered by a lien to secure any other debt. The related
Mortgage Loan Documents require the Borrower under each Mortgage Loan to pay all
reasonable costs and expenses related to any required consent to an encumbrance,
including reasonable legal fees and expenses and any applicable Rating Agency
fees, or would permit the subject mortgagee to withhold such consent if such
costs and expenses are not paid by a party other than such mortgagee.

            24. No Mechanics' Liens. To the Seller's knowledge, as of the
origination of the Mortgage Loan and as of the date hereof: (i) each Mortgaged
Property securing a Mortgage Loan (exclusive of any related personal property)
was and is free and clear of any and all mechanics' and materialmen's liens that
are prior or equal to the lien of the related Mortgage and that are not bonded
or escrowed for or covered by title insurance, and (ii) no rights were or are
outstanding that under law could give rise to any such lien that would be prior
or equal to the lien of the related Mortgage and that is not bonded or escrowed
for or covered by title insurance.

            25. Compliance with Usury Laws. Each Mortgage Loan complied with, or
was exempt from, all applicable usury laws in effect at its date of origination.

            26. Licenses and Permits. To the extent required by applicable law,
each Mortgage Loan requires the related Borrower to be qualified to do business,
and requires the related Borrower and the related Mortgaged Property to be in
material compliance with all regulations, licenses, permits, authorizations,
restrictive covenants and zoning and building laws, in each case to the extent
required by law or to the extent that the failure to be so qualified or in
compliance would have a material and adverse effect upon the enforceability of
the Mortgage Loan or upon the practical realization against the related
Mortgaged Property of the principal benefits of the security intended to be
provided thereby. To the Seller's knowledge, as of the date of origination of
each Mortgage Loan and based on any of: (i) a letter from governmental
authorities, (ii) a legal opinion, (iii) an endorsement to the related Title
Policy, (iv) a representation of the related Borrower at the time of origination
of such Mortgage Loan, (v) a zoning report from a zoning consultant, or (vi)
other due diligence that a reasonably prudent commercial or multifamily mortgage
lender would customarily perform in the origination of comparable mortgage
loans, the related Borrower was in possession of all material licenses, permits
and franchises required by applicable law for the ownership and operation of the
related Mortgaged Property as it was then operated or such material licenses,
permits and franchises have otherwise been issued.

            27. Cross-Collateralization. No Mortgage Loan is
cross-collateralized with any loan which is outside the Mortgage Pool. With
respect to any group of cross-collateralized Mortgage Loans, the sum of the
amounts of the respective Mortgages recorded on the related Mortgaged Properties
with respect to such Mortgage Loans is at least equal to the total amount of
such Mortgage Loans.

            28. Releases of Mortgaged Properties. Except as set forth on
Schedule C-1, no Mortgage Note or Mortgage requires the mortgagee to release all
or any material portion of the related Mortgaged Property from the lien of the
related Mortgage except upon: (i) payment in full of all amounts due under the
related Mortgage Loan or (ii) delivery of "government securities" within the
meaning of Treas. Reg. Section 1.860G-2(a)(8)(i) in connection with a defeasance
of the related Mortgage Loan; provided that the Mortgage Loans that are
Cross-Collateralized Mortgage Loans, and the other individual Mortgage Loans
secured by multiple parcels, may require the respective mortgagee(s) to grant
releases of material portions of the related Mortgaged Property or the release
of one or more related Mortgaged Properties upon: (i) the satisfaction of
certain legal and underwriting requirements, (ii) the payment of a release price
(in an amount that is, except as otherwise set forth on Schedule C-1, at least
equal to 125% of the allocated loan amount for the released property or parcel)
and prepayment consideration in connection therewith or (iii) the delivery of
substitute real estate collateral. No release or partial release of any
Mortgaged Property, or any portion thereof, expressly permitted pursuant to the
terms of any Mortgage Note or Mortgage would constitute a significant
modification of the related Mortgage Loan under Treas. Reg. Section
1.860G-2(b)(2). Notwithstanding the foregoing, any Mortgage Loan may permit the
unconditional release of one or more unimproved parcels of land to which the
Seller did not give any material value in its underwriting of such Mortgage
Loan.

            29. Defeasance. With respect to any Mortgage Loan that contains a
provision for any defeasance of mortgage collateral (a "Defeasance Loan"), the
related Mortgage Note or Mortgage provides that the defeasance option is not
exercisable prior to a date that is at least two (2) years following the Closing
Date and is otherwise in compliance with applicable statutes, rules and
regulations governing REMICs; requires prior written notice to the holder of the
Mortgage Loan of the exercise of the defeasance option and payment by the
Borrower of all related reasonable fees, costs and expenses as set forth below;
if the Borrower would continue to own assets in addition to the defeasance
collateral, requires, or permits the lender to require, the Mortgage Loan (or
the portion thereof being defeased) to be assumed by a single-purpose entity;
and requires counsel to provide a legal opinion that the Trustee has a perfected
security interest in the defeasance collateral prior to any other claim or
interest. In addition, each Mortgage Loan that is a Defeasance Loan permits
defeasance only with substitute collateral constituting "government securities"
within the meaning of Treas. Reg. Section 1.860G-2(a)(8)(i) in an amount
sufficient to make all scheduled payments under the Mortgage Note (or the
portion thereof being defeased) when due, and in the case of ARD Loans, assuming
the Anticipated Repayment Date is the Maturity Date. To the Seller's knowledge,
defeasance under the Mortgage Loan is only for the purpose of facilitating the
disposition of a Mortgaged Property and not as part of an arrangement to
collateralize a REMIC offering with obligations that are not real estate
mortgages. With respect to each Defeasance Loan, the related Mortgage Loan
Documents provide that the related Borrower shall (a) pay all Rating Agency fees
associated with defeasance (if rating confirmation is a specific condition
precedent thereto) and all other reasonable expenses associated with defeasance,
including, but not limited to, accountant's fees and opinions of counsel, or (b)
provide all opinions required under the related Mortgage Loan Documents,
including, if applicable, a REMIC opinion and a perfection opinion and any
applicable rating agency letters confirming no downgrade or qualification of
ratings on any classes in the transaction. Additionally, for any Mortgage Loan
having a Cut-off Date Principal Balance equal to or greater than $19,900,000,
the Mortgage Loan or the related documents require (or provide that the lender
may require in its reasonable discretion) confirmation from the Rating Agency
that exercise of the defeasance option will not cause a downgrade or withdrawal
of the rating assigned to any securities backed by the Mortgage Loan and require
the Borrower to pay any Rating Agency fees and expenses in connection with
defeasance.

            30. Fixed Rate Loans. Each Mortgage Loan bears interest at a rate
that remains fixed throughout the remaining term of such Mortgage Loan, except
in the case of an ARD Loan after its Anticipated Repayment Date and except for
the imposition of a default rate.

            31. Inspection. The Seller, an affiliate of the Seller, or a
correspondent in the conduit lending program of the Seller, inspected, or caused
the inspection of, each Mortgaged Property securing a Mortgage Loan within the
preceding twelve (12) months.

            32. No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration (and, to the
Seller's knowledge, there is no event, other than payments due but not yet 30
days' delinquent, that, with the passage of time or the giving of notice, or
both, would constitute a material default, breach, violation or event of
acceleration) under the Mortgage Note or Mortgage for any Mortgage Loan;
provided, however, that this representation and warranty does not cover any
default, breach, violation or event of acceleration that specifically pertains
to or arises out of the subject matter otherwise covered by any other
representation and warranty made by the Seller in this Exhibit C.

            33. Due-on-Sale. The Mortgage for each Mortgage Loan contains a
"due-on-sale" clause, which provides for the acceleration of the payment of the
unpaid principal balance of such Mortgage Loan if, without the prior written
consent of the holder of such Mortgage, either the related Mortgaged Property
or, except as set forth in Schedule C-1 hereto, any direct controlling equity
interest in the related Borrower, is transferred or sold, other than by reason
of: (i) if the related Mortgaged Property is a residential cooperative property,
transfers of stock of the Borrower in connection with the assignment of a
proprietary lease for a unit in the related Mortgaged Property by a
tenant-shareholder of the Borrower to other persons who by virtue of such
transfers become tenant-shareholders in the Borrower; and (ii) in the case of
other types of Mortgaged Properties, family or estate planning transfers,
transfers of less than a controlling interest in the Borrower, transfers of
shares in public companies, issuance of non-controlling new equity interests,
transfers to an affiliate meeting the requirements of the Mortgage Loan,
transfers among existing members, partners or shareholders in the Borrower,
transfers among affiliated Borrowers with respect to cross-collateralized
Mortgaged Loans or multi-property Mortgage Loans, transfers among co-Borrowers
or transfers of a similar nature to the foregoing meeting the requirements of
the Mortgage Loan. The related Mortgage Loan Documents require the Borrower
under each Mortgage Loan to pay all reasonable fees and expenses associated with
securing the consent or approval of the holder of the related Mortgage for all
actions pertaining to such "due-on-sale" clause (including an assumption of the
Mortgage Loan) requiring such consent or approval under the related Mortgage,
including the cost of counsel opinions relating to REMIC or other securitization
and tax issues, or require the payment of a specified fee or fees, including,
except as described on Schedule C-1 hereto, an assumption fee that may or may
not be applied to pay such fees and expenses.

            34. Single Purpose Entity. Except for Mortgage Loans secured by
residential cooperative properties, each Mortgage Loan with an original
principal balance over $5,000,000.00 requires the related Borrower to be, at
least for so long as the Mortgage Loan is outstanding, and to the Seller's
knowledge, the related Borrower is, a Single-Purpose Entity. For this purpose,
"Single-Purpose Entity" means a person, other than an individual, which is
formed or organized solely for the purpose of owning and operating the related
Mortgaged Property or Properties; which does not engage in any business
unrelated to such Mortgaged Property or Properties and the financing thereof;
and whose organizational documents provide, or which entity represented and
covenanted in the related Mortgage Loan Documents, substantially to the effect
that such Borrower (i) does not and will not have any material assets other than
those related to its interest in such Mortgaged Property or Properties or the
financing thereof; (ii) does not and will not have any indebtedness other than
as permitted by the related Mortgage or other related Mortgage Loan Documents;
(iii) maintains its own books, records and accounts, in each case which are
separate and apart from the books, records and accounts of any other person; and
(iv) holds itself out as being a legal entity, separate and apart from any other
person. In addition, with respect to each Mortgage Loan with a Cut-off Date
Principal Balance of $20,000,000 or more, (a) the related Borrower's
organizational documents provide substantially to the effect that the Borrower
shall: conduct business in its own name; not guarantee or assume the debts or
obligations of any other person; not commingle its assets or funds with those of
any other person; prepare separate tax returns and financial statements, or if
part of a consolidated group, be shown as a separate member of such group;
transact business with affiliates on an arm's length basis; hold itself out as
being a legal entity, separate and apart from any other person; (b) such
organizational documents further provide substantially to the effect that: any
dissolution and winding up or insolvency filing for such entity is prohibited or
requires the consent of an independent director or member or the unanimous
consent of all partners, directors or members, as applicable; (c) such documents
may not be amended with respect to the Single-Purpose Entity requirements
without the approval of the mortgagee or Rating Agencies; and (d) the Borrower
shall have an outside independent director or member. The Seller has obtained,
with respect to each Mortgage Loan having a Cut-off Date Principal Balance of
$20,000,000 or more, in connection with its origination or acquisition thereof,
a counsel's opinion regarding non-consolidation of the Borrower in any
insolvency proceeding involving any other party. To the Seller's knowledge,
except with respect to Mortgage Loans secured by residential cooperative
properties, each Borrower has fully complied with the requirements of the
related Mortgage Note and Mortgage and the Borrower's organizational documents
regarding Single-Purpose Entity status. The organization documents of any
Borrower on a Mortgage Loan having a Cut-off Date Principal Balance of
$20,000,000 or more that is a single member limited liability company, provide
that the Borrower shall not dissolve or liquidate upon the bankruptcy,
dissolution, liquidation or death of the sole member. Any such single member
limited liability company Borrower is organized in jurisdictions that provide
for such continued existence, and the Seller has obtained, in connection with
its origination or acquisition of the subject Mortgage Loan, an opinion of such
Borrower's counsel confirming such continued existence and that the applicable
law provides that creditors of the single member may only attach the assets of
the member including the membership interests in the Borrower but not the assets
of the Borrower.

            35. Whole Loan. Each Mortgage Loan is a whole loan and not a
participation interest in a mortgage loan.

            36. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots containing no other property, or is subject to an
endorsement under the related Title Policy insuring same, or an application for
the creation of separate tax lots complying in all respects with the applicable
laws and requirements of the applicable governing authority has been made and
approved by the applicable governing authority and such separate tax lots shall
be effective for the next tax year.

            37. ARD Loans. Except as described on Schedule C-1, each Mortgage
Loan which is an ARD Loan commenced amortizing on its initial scheduled Due
Date, and provides that: (i) its Mortgage Rate will increase by at least two (2)
percentage points in connection with the passage of its Anticipated Repayment
Date; (ii) its Anticipated Repayment Date is not less than seven (7) years
following the origination of such Mortgage Loan; (iii) no later than the related
Anticipated Repayment Date, the related Borrower is required (if it has not
previously done so) to enter into a "lockbox agreement" whereby all revenue from
the related Mortgaged Property shall be deposited directly into a designated
account controlled by the Master Servicer; and (iv) any net cash flow from the
related Mortgaged Property that is applied to amortize such Mortgage Loan
following its Anticipated Repayment Date shall, to the extent such net cash flow
is in excess of the scheduled principal and interest payment payable therefrom,
be net of budgeted and discretionary (servicer approved) capital expenditures.

            38. Security Interests. Subject to the exceptions set forth in
Paragraph 13 above, the security agreements, financing statements or other
instruments, if any, related to the Mortgage Loan establish and create, and a
UCC financing statement has been filed and/or recorded in all places required by
applicable law for the perfection of (to the extent that the filing of such a
UCC financing statement can perfect such a security interest), a valid security
interest in the personal property granted under such Mortgage (and any related
security agreement or instrument), which in all cases includes elevators, if
any, and all Borrower-owned furniture, fixtures and equipment material to the
operation and use of the Mortgaged Property as presently operated, and if such
Mortgaged Property is a hotel operated by the related Borrower, then such
personal property constitutes such portion of the material personal property
required to operate the Borrower's business as the Seller considered appropriate
in light of its underwriting standards; any security agreement, chattel mortgage
or equivalent document related to and delivered in connection with the Mortgage
Loan establishes and creates a valid and enforceable lien and security interest
on the collateral described therein (subject to the exceptions set forth in
Paragraph 13 above), which lien/security interest shall, in the case of (i)
elevators at all Mortgaged Properties having the same and (ii) all
Borrower-owned furniture, fixtures and equipment at Borrower operated hotel
properties, be a first priority lien/security interest except for certain
personal property subject to purchase money security interests and personal
property leases. In the case of any Mortgage Loan secured by a hotel, the
related loan documents contain such provisions as are necessary and UCC
Financing Statements have been filed as necessary, in each case, to perfect a
valid first priority security interest in the related revenues with respect to
such Mortgaged Property (to the extent that such security interest can be
perfected by the filing of such UCC Financing Statements). The Purchaser or
Trustee or a designee thereof is authorized to file an assignment of each UCC
financing statement relating to the Mortgage Loan in the filing office in which
such financing statement was filed. Each Mortgage Loan and the related Mortgage
(along with any security agreement and UCC financing statement), together with
applicable state law, contain customary and enforceable provisions (subject to
the exceptions set forth in Paragraph 13 above) such as to render the rights and
remedies of the holders thereof adequate for the practical realization against
the personal property collateral described above of the principal benefits of
the security intended to be provided thereby.

            39. Disclosure to Environmental Insurer and Other Matters. If the
Mortgaged Property securing any Mortgage Loan is covered by a secured creditor
impairment environmental insurance policy, then the Seller:

            (a) has disclosed, or is aware that there has been disclosed, in the
application for such policy or otherwise to the insurer under such policy the
"pollution conditions" (as defined in such policy) identified in any
environmental reports related to such Mortgaged Property which are in the
Seller's possession or are otherwise known to the Seller; or

            (b) has delivered or caused to be delivered to the insurer under
such policy copies of all environmental reports in the Seller's possession
related to such Mortgaged Property;

in each case to the extent required by such policy or to the extent the failure
to make any such disclosure or deliver any such report would materially and
adversely affect the Purchaser's ability to recover under such policy. If the
Mortgaged Property securing any Mortgage Loan is covered by a secured creditor
impairment environmental insurance policy, then: (x) all premiums for such
insurance have been paid; (y) such insurance is in full force and effect; and
(z) (i) an environmental report, a property condition report or an engineering
report was prepared that included an assessment for lead based paint ("LBP") (in
the case of a multifamily property built prior to 1978), asbestos containing
materials ("ACM") (in the case of any property built prior to 1981) and radon
gas ("RG") (in the case of a multifamily property) at such Mortgaged Property
and (ii) if such report disclosed the existence of a material and adverse LBP,
ACM or RG environmental condition or circumstance affecting such Mortgaged
Property, then (A) the related Borrower was required to remediate such condition
or circumstance prior to the closing of the subject Mortgage Loan, or (B) the
related Borrower was required to provide additional security reasonably
estimated to be adequate to cure such condition or circumstance, or (C) the
related Mortgage Loan documents require the related Borrower to establish an
operations and maintenance plan with respect to such condition or circumstance
after the closing of such Mortgage Loan. If the Mortgage Loan is listed on
Schedule C-1 and the environmental insurance for such Mortgage Loan is not a
secured creditor impairment environmental insurance policy but was required to
be obtained by the Borrower, then the holder of the Mortgage Loan is entitled to
be an additional insured under such policy, all premiums have been paid, such
insurance is in full force and effect and, to the Seller's knowledge, the
Borrower has made the disclosures and complied with the requirements of clauses
(a) and (b) of this Paragraph 39.

            40. Prepayment Premiums and Yield Maintenance Charges. Prepayment
Premiums and Yield Maintenance Charges payable with respect to each Mortgage
Loan, if any, constitute "customary prepayment penalties" within meaning of
Treas. Reg. Section 1.860G-1(b)(2).

            41. Operating Statements. Except for Mortgage Loans secured by
residential cooperative properties and Mortgage Loans with an initial principal
balance less than $3,000,000, either of which may only require annual financial
statements, each Mortgage Loan requires the Borrower, in some cases only at the
request of the holder of the related Mortgage, to provide the owner or holder of
the related Mortgage with at least quarterly and annual operating statements,
rent rolls (if there is more than one tenant) and related information and annual
financial statements, which annual financial statements with respect to each
Mortgage Loan with an original principal balance greater than $20 million shall
be audited (or prepared and certified) by an independent certified public
accountant upon the request of the holder of the related Mortgage.

            42. Servicing Rights. Except as provided in the Pooling and
Servicing Agreement, any permitted subservicing agreements and servicing rights
purchase agreements pertaining thereto, no Person has been granted or conveyed
the right to service any Mortgage Loan or receive any consideration in
connection therewith.

            43. Recourse. Other than Mortgage Loans which are secured by
residential cooperative properties (such Mortgage Loans being full recourse
loans to the related Borrower), each Mortgage Loan is non-recourse; provided
that, except as described on Schedule C-1 or for Mortgage Loans with a Cut-off
Date Principal Balance of less than $5,000,000, the Borrower and either a
principal of the Borrower or other individual (i.e. natural person) guarantor,
with assets other than any interest in the Borrower, is liable in the event of
(i) fraud or material intentional misrepresentation, (ii) misapplication or
misappropriation of rents, insurance payments, condemnation awards or tenant
security deposits, (iii) violation of applicable environmental laws or breaches
of environmental covenants or (iv) the filing of a voluntary bankruptcy or
insolvency proceeding by the Borrower; and provided, further, that, with respect
to clause (iii) of the preceding proviso, an indemnification against losses
related to such violations or environmental insurance shall satisfy such
requirement. No waiver of liability for such non-recourse exceptions has been
granted to the Borrower or any such guarantor or principal by the Seller or
anyone acting on behalf of the Seller.

            44. Assignment of Collateral. There is no material collateral
securing any Mortgage Loan that is not being assigned to the Purchaser.

            45. Fee Simple or Leasehold Interests. The interest of the related
Borrower in the Mortgaged Property securing each Mortgage Loan includes a fee
simple and/or leasehold estate or interest in real property and the improvements
thereon.

            46. Servicing. The servicing and collection practices used with
respect to each Mortgage Loan in all material respects have met customary
standards utilized by prudent commercial or multifamily mortgage loan servicers
with respect to whole loans.

            47. Originator's Authorization To Do Business. To the extent
required under applicable law, as of the Mortgage Loan's funding date and at all
times when it held such Mortgage Loan, the originator of each Mortgage Loan was
authorized to do business in the jurisdiction in which the related Mortgaged
Property is located, except where the failure to be so authorized does not
adversely affect the enforceability of such Mortgage Loan.

            48. No Fraud In Origination. In the origination of the Mortgage
Loan, neither the originator nor any employee or agent of the Seller or the
originator, participated in any fraud or intentional material misrepresentation
with respect to the Borrower, the Mortgaged Property or any guarantor. To the
Seller's knowledge, no Borrower is guilty of defrauding or making an intentional
material misrepresentation to the Seller or originator with respect to the
origination of the Mortgage Loan, the Borrower or the Mortgaged Property.

            49. Appraisal. In connection with its origination or acquisition of
each Mortgage Loan, the Seller obtained an appraisal of the related Mortgaged
Property, which appraisal was signed by an appraiser, who, to the Seller's
knowledge, had no interest, direct or indirect, in the Borrower, the Mortgaged
Property or in any loan made on the security of the Mortgaged Property, and
whose compensation was not affected by the approval or disapproval of the
Mortgage Loan; to the Seller's knowledge, the appraisal and appraiser both
satisfied the requirements of the "Uniform Standards of Professional Appraisal
Practice" as adopted by the Appraisal Standards Board of the Appraisal
Foundation, all as in effect on the date the Mortgage Loan was originated.

            50. Jurisdiction of Organization. Each Borrower under a Mortgage
Loan was organized under the laws of the United States or the laws of a
jurisdiction located within the United States, its territories and possessions.

            51. Borrower Concentration. Except as otherwise specified on
Schedule C-1, no single Borrower or group of affiliated Borrowers is/are the
obligor(s) under any one or more Mortgage Loans with a Cut-off Date Principal
Balance of $50,000,000 or more.

            52. Escrows. All escrow deposits (including capital improvements and
environmental remediation reserves) relating to any Mortgage Loan that were
required to be delivered to the lender under the terms of the related Mortgage
Loan Documents have been received and, to the extent of any remaining balances
of such escrow deposits, are in the possession or under the control of the
Seller or its agents (which shall include the Master Servicer). All such escrow
deposits which are required for the administration and servicing of such
Mortgage Loan are being conveyed hereunder to the Purchaser.

            53. Access. The Mortgaged Property securing each Mortgage Loan is
located on or adjacent to a public road or has access to an irrevocable easement
permitting ingress and egress.

<PAGE>

                                  Schedule C-1

           Exceptions to Mortgage Loan Representations and Warranties

            Reference is made to the Representations and Warranties set forth in
Exhibit C corresponding to the numbers set forth below:

Exception to representation 6 - Mortgage Status; Waivers and Modifications

ID#         Mortgage Loan(s)           Description of Exception
--------------------------------------------------------------------------------
54962       Electric 308 Building      The loan agreement has been amended
55933       12th and Orange St Garage  after the date of the Mortgage Loan
                                       origination.

Exception to representation 12 - Environmental Conditions

ID#         Mortgage Loan(s)           Description of Exception
--------------------------------------------------------------------------------
52670       Morningside Shopping       The environmental site assessments are
52674       Center                     dated more than twelve months prior to
            Marlow Square Shopping     the date hereof.
            Center

Exception to representation 14 - Insurance

ID#         Mortgage Loan(s)           Description of Exception
--------------------------------------------------------------------------------
55331       701 Aviation (Xerox)       The related hazard insurance policy
                                       (including terrorism coverage) is
                                       subject to a $10,000,000 deductible.

55951       College Club               The related hazard insurance policy
                                       (including terrorism coverage) permits
                                       co-insurance and permits reduction in
                                       insurance proceeds for depreciation and
                                       the insurers do not meet the required
                                       ratings.

56378       KUKA USA                   Terrorism insurance is limited (or may
55933       12th and Orange St Garage  not be required) as set forth in the
54839       Atlas Cold Storage         related Mortgage Loan documents.
56356       Koger Center
55240       Wells Fargo Place
54845       Montecristo MF
54977       Villages of Cypress Creek
55420       Greens at McKinney
55173       Gortz Schiele
54040       Homewood Suites- Seattle
54851       Residence Inn - San Diego
54852       Residence Inn - Anaheim
55452       Normandy Farms
55267       Hampton Inn & Suites
            -     Wilmington

54907       Stanley Village            The related Mortgaged Property is
55514       2000 Lincoln Park West     legally non-conforming and no law and
                                       ordinance insurance is in place.

Exception to representation 18- Leasehold Estate Only

ID#         Mortgage Loan(s)           Description of Exception
--------------------------------------------------------------------------------
55010       S'Ville and Deville Apts   The ground lease does not contain an
                                       express provision providing that "it
                                       shall remain superior to any mortgage or
                                       other lien upon the related fee
                                       interest".

Exception to representation 23 - Other Mortgage Liens

ID#         Mortgage Loan(s)           Description of Exception
--------------------------------------------------------------------------------
54962       Electric 308 Building      The Mortgaged Property is encumbered by
                                       subordinate indebtedness.

55514       2000 Lincoln Park West     Mezzanine financing secured by interests
53831       Plaza Mission Oaks         in the related Borrower exists.
52277       Luxe Villas                Future mezzanine financing is permitted
                                       without lender consent or the
                                       satisfaction of debt service coverage
                                       tests.

Exception to representation 28 - Releases of Mortgaged Properties

ID#         Mortgage Loan(s)           Description of Exception
--------------------------------------------------------------------------------
55514       2000 Lincoln Park West     The related Mortgage Loan documents
52670       Morningside Shopping       permit a partial release of the related
55003       Center                     Mortgaged Property from the lien of the
55010       Ocala Office Buildings     related Mortgage as set forth in the
            S'Ville and Deville Apts   applicable Mortgage Loan documents.

55173       Gortz Schiele              The Mortgage Loan documents permit
                                       substitution of the related real estate
                                       collateral as set forth in the related
                                       Mortgage Loan documents.

Exception to representation 34 - Single Purpose Entity

ID#         Mortgage Loan(s)           Description of Exception
--------------------------------------------------------------------------------
55452       Normandy Farms             A counsel's opinion regarding
52277       Luxe Villas                non-consolidation of the related
55753       Morgan Ridge Apartments    Borrower was not delivered.
54851       Residence Inn - San Diego
54852       Residence Inn - Anaheim
54839       Atlas Cold Storage

55452       Normandy Farms             The related Mortgage Loan documents do
53237       Lakeshore Ridge            not require the related Borrower to have
52277       Luxe Villas                an outside independent director or
55119       Wellington Manor           member.
55951       Apartments
            College Club

Exception to representation 43 - Operating Statements

ID#         Mortgage Loan(s)           Description of Exception
--------------------------------------------------------------------------------
52277       Luxe Villas                The related Mortgage Loan documents do
54839       Atlas Cold Storage         not require audited financial statements.
54578       West Road Plaza
55951       College Club
54040       Homewood Suites - Seattle
55952       PGA Plaza Shopping Center
54851       Residence Inn - San Diego
54852       Residence Inn - Anaheim
55240       Wells Fargo Place

Exception to representation 43 - Recourse

ID#         Mortgage Loan(s)           Description of Exception
--------------------------------------------------------------------------------
51494       Glendora Marketplace       No individual guarantor is liable for
54040       Homewood Suites - Seattle  non-recourse carve-outs.
54578       West Road Plaza
54839       Atlas Cold Storage
54851       Residence Inn - San Diego
54852       Residence Inn - Anaheim
55173       Gortz Schiele
55240       Wells Fargo Place
55452       Normandy Farm Hotel
55463       Waterford Landing
             Apartments
55649       Essington Village
             Apartments

Exception to representation 51 - Borrower Concentration

ID#         Mortgage Loan(s)           Description of Exception
--------------------------------------------------------------------------------
54578       West Road Plaza            These groups of affiliated borrowers are
55240       Wells Fargo Place          obligors under one or more Mortgage
                                       Loans with a Cut-off Date Principal
54851       Residence Inn - San Diego  Balance of $50,000,000 or more.
54852       Residence Inn - Anaheim

<PAGE>

                                   Exhibit D-1

  Form of Certificate of the Secretary or an Assistant Secretary of the Seller

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1

          CERTIFICATE OF [ASSISTANT] SECRETARY OF CAPMARK FINANCE INC.

            I, _________________, hereby certify that I am a duly appointed
________________ Secretary of Capmark Finance Inc. (the "Corporation"), a
California corporation, and further certify on behalf of the Corporation as
follows:

            1. Attached hereto as Exhibit A are true and correct copies of the
      Certificate of Incorporation and By-Laws of the Corporation, which
      Certificate of Incorporation and By-Laws are, on the date hereof, and have
      been at all times since the formation of the Corporation, in full force
      and effect.

            2. Attached hereto as Exhibit B is a certificate of good standing of
      the Corporation issued by the Secretary of State of the State of
      California within thirty (30) days of the date hereof, and no event
      (including, without limitation, any act or omission on the part of the
      Corporation) has occurred since the date thereof which has affected the
      good standing of the Corporation under the laws of the State of
      California.

            3. The Board of Directors of the Corporation, by unanimous written
      consent dated __________, 20___ (the "Resolutions"), authorized, among
      other things, all actions necessary to consummate transactions of the type
      contemplated by the Mortgage Loan Purchase Agreement dated as of March 1,
      2007 (the "Mortgage Loan Purchase Agreement"), between the Corporation and
      Credit Suisse First Boston Mortgage Securities Corp., and to execute and
      deliver documents and/or instruments such as the Mortgage Loan Purchase
      Agreement and the Indemnification Agreement referred to therein. Attached
      hereto as Exhibit C is a true and correct copy of such Resolutions. The
      Resolutions have not been amended, modified, annulled or revoked since
      they were adopted, and are in full force and effect as of the date hereof,
      and the instruments authorized in the Resolutions were executed pursuant
      thereto and in compliance therewith.

            4. Each person listed below is and has been the duly elected and
      qualified officer or authorized signatory of the Corporation and his
      genuine signature is set forth opposite his name.

                Name             Office            Signature
                                              -------------------
                                              -------------------
                                              -------------------

            Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Mortgage Loan Purchase Agreement.

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

            IN WITNESS WHEREOF, the undersigned has executed this certificate
as of March _____, 2007.



                                       By:____________________________________
                                          Name:
                                          Title: [Assistant] Secretary

<PAGE>

                                    Exhibit A

        Certificate of Incorporation and By-laws of Capmark Finance Inc.

                                 [see attached]

<PAGE>
<PAGE>

                                    Exhibit B

              Certificate of Good Standing of Capmark Finance Inc.

                                 [see attached]

<PAGE>

                                    Exhibit C

                       Resolutions of Capmark Finance Inc.

                                 [see attached]

<PAGE>

                                   Exhibit D-2

                        Form of Certificate of the Seller

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1

                       CERTIFICATE OF CAPMARK FINANCE INC.

            In connection with the execution and delivery by Capmark Finance
Inc. ("Capmark") of, and the consummation of the various transactions
contemplated by, that certain Mortgage Loan Purchase Agreement dated as of March
1, 2007 (the "Mortgage Loan Purchase Agreement"), between Credit Suisse First
Boston Mortgage Securities Corp. (the "Depositor"), as purchaser, and Capmark,
as seller, and that certain Indemnification Agreement dated as of March 1, 2007
(the "Indemnification Agreement" and, together with the Mortgage Loan Purchase
Agreement, the "Agreements"), between Capmark, the Depositor, Credit Suisse
Securities (USA) LLC (both in its capacity as an Underwriter and in its capacity
as Initial Purchaser) and the other Underwriters, the undersigned hereby
certifies on behalf of Capmark that (i) the representations and warranties of
Capmark in the Agreements are true and correct in all material respects at and
as of the date hereof (or, in the case of any particular representation or
warranty set forth in Exhibit C to the Mortgage Loan Purchase Agreement, as of
such other date provided for in such representation or warranty) with the same
effect as if made on the date hereof; provided, however, that in the case of the
representations and warranties set forth in Exhibit C to the Mortgage Loan
Purchase Agreement, such representations and warranties are subject to the
exceptions set forth in Schedule C-1 thereto and Section 19 thereof; and (ii)
Capmark has, in all material respects, complied with all the agreements and
satisfied all the conditions on its part required under the Mortgage Loan
Purchase Agreement to be performed or satisfied at or prior to the date hereof.
Capitalized terms used but not defined herein shall have the respective meanings
assigned to them in the Mortgage Loan Purchase Agreement.

            Certified this ___ day of March, 2007.

                                       CAPMARK FINANCE INC.



                                       By:____________________________________
                                          Name:
                                          Title:
</TEXT>
</DOCUMENT>
