Contract

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] 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 Exhibit A - Mortgage Loan Schedule Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-C1 Combined Collateral CSMC 2007-C1 Exhibit B-1B March 16, 2007

# Property Name - --- -------------------------------------- 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 # Address - --- --------------------------------------------------------------------------------------------------------------------------- 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 Zip Mortgage Original Cut-off Remaining Maturity # City State Code Rate (%) Balance ($) Balance ($) Term Date ARD Date - --- ------------------ ----- ------- --------- --------------- --------------- --------- --------- -------- 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 $1,078,507.12 119 2/1/2017 N/A Original 30/360 / Actual/360 Amort. Remaining Monthly Units/ Interest Master Servicing # Term Amortization Payment ($) Rooms Square Ft. Calculation Fee Rate - --- ------------- ------------- ----------- ------ ---------- ------------------- ---------------- 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% 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) - --- ------- -------- ---------- ---------------------------- ---------------- ------------------ 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 Ground Lease # (Yes/No) Letter of Credit Amount ($) - --- ------------ --------------------------- 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 # Letter of Credit Description - --- ------------------------------------------------------------------------------------------------------------------------------ 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 Loan # Group Loan Seller - --- ----- ----------- 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
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. 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. 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. 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 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] IN WITNESS WHEREOF, the undersigned has executed this certificate as of March _____, 2007. By:____________________________________ Name: Title: [Assistant] Secretary Exhibit A Certificate of Incorporation and By-laws of Capmark Finance Inc. [see attached] Exhibit B Certificate of Good Standing of Capmark Finance Inc. [see attached] Exhibit C Resolutions of Capmark Finance Inc. [see attached] 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: