EX-10.2 5 ml9018191-ex10_2.txt MORTGAGE LOAN PURCHASE AGREEMENT EXHIBIT 10.2 MORTGAGE LOAN PURCHASE AGREEMENT This Mortgage Loan Purchase Agreement, dated as of June 1, 2007 (this "Agreement"), is entered into between Countrywide Commercial Real Estate Finance, Inc. (the "Seller") and Merrill Lynch Mortgage Investors, Inc. (the "Purchaser"). The Seller intends to sell and the Purchaser intends to purchase certain multifamily, commercial and manufactured housing community mortgage loans (the "Mortgage__Loans") identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Schedule II. The Purchaser intends to deposit the Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of which will be evidenced by multiple classes of mortgage pass-through certificates (the "Certificates"). One or more "real estate mortgage investment conduit" ("REMIC") elections will be made with respect to most of the Trust Fund. The Trust Fund will be created and the Certificates will be issued pursuant to a Pooling and Servicing Agreement, dated as of June 1, 2007 (the "Pooling and Servicing Agreement"), among the Purchaser as depositor, Midland Loan Services, Inc. as master servicer no. 1 (in such capacity, "Master Servicer No. 1" and, also a "Master Servicer") and as special servicer (in such capacity, the "Special Servicer"), Wachovia Bank, National Association as master servicer no. 2 ("Master Servicer No. 2" and, also a "Master Servicer") and LaSalle Bank National Association as trustee (in such capacity, the "Trustee") and custodian (in such capacity, the "Custodian"). Capitalized terms used but not defined herein (including the schedules attached hereto) have the respective meanings set forth in the Pooling and Servicing Agreement. The Purchaser has entered into an Underwriting Agreement, dated as of May 31, 2007 (the "Underwriting Agreement"), with Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") for itself and as representative of Countrywide Securities Corporation ("Countrywide Securities"), PNC Capital Markets LLC ("PNC Capital"), Morgan Stanley & Co. Incorporated ("Morgan Stanley") and Goldman, Sachs & Co. ("Goldman Sachs", Merrill Lynch, Countrywide Securities, PNC Capital, Morgan Stanley and Goldman Sachs, collectively, in such capacity, the "Underwriters"), whereby the Purchaser will sell to the Underwriters all of the Certificates that are to be registered under the Securities Act of 1933, as amended (such Certificates, the "Publicly-Offered Certificates"). The Purchaser has also entered into a Certificate Purchase Agreement, dated as of May 31, 2007 (the "Certificate Purchase Agreement"), with Merrill Lynch for itself and as representative of Countrywide Securities (together in such capacity, the "Initial Purchasers"), whereby the Purchaser will sell to the Initial Purchasers all of the remaining Certificates (such Certificates, the "Private Certificates"). 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, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule; provided however, with respect to the Mortgage Loan identified on the Mortgage Loan Schedule as Georgia-Alabama Retail Portfolio, the related insurance premium reserve with a Cut-off Date balance of $224,090 (the "Insurance Premium Reserve") shall not be transferred hereunder and the Insurance Premium Reserve account (i) shall not be additional collateral for the related Mortgage Loan and (ii) shall, to the extent not used to cover insurance premiums, be returned to the Seller as provided in the related Mortgage Loan Documents. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $1,181,764,437 (the "Countrywide Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Countrywide Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $2,785,502,677 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on June 13, 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 99.0587% of the Seller Mortgage Loan Balance as of the Cut off Date, plus (ii) $2,268,223, which amount represents the amount of interest accrued on the Seller Mortgage Loan Balance, as agreed to by the Seller and the Purchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. SECTION 2. Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, subject only to the Seller's receipt of the Purchase Consideration and the satisfaction or waiver of the conditions to closing set forth in Section 5 of this Agreement (which conditions shall be deemed to have been satisfied or waived upon the Seller's receipt of the Purchase Consideration), the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as set forth in this Agreement), all the right, title and interest of the Seller in and to the Mortgage Loans identified on the Mortgage Loan Schedule as of such date, on a servicing released basis (subject to certain agreements regarding servicing (including, with respect to the Georgia-Alabama Portfolio Loan Combination, that the Seller shall retain the right to transfer servicing of the Georgia-Alabama Retail Portfolio Loan Combination to the servicer under the pooling and servicing agreement related to the Georgia-Alabama A-Note Non-Trust Mortgage Loan, provided consent from the Rating Agencies is provided to the Trustee) as provided in the Servicing Rights Purchase Agreement (as defined in Section 6(a)(iii) hereof)), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance proceeds. The Mortgage Loan Schedule, as it may be amended, shall conform to the requirements set forth in this Agreement and the Pooling and Servicing Agreement. (b) The Purchaser or its assignee shall be entitled to receive all scheduled payments of principal and interest due after the Cut-off Date, and all other recoveries of principal and interest collected after the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date). All scheduled payments of principal and interest due on or before the Cut-off Date but collected after the Cut-off Date, and recoveries of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date and principal prepayments thereon), shall belong to, and be promptly remitted to, the Seller. (c) The Seller hereby represents and warrants that it has or will have, on behalf of the Purchaser, delivered to the Custodian (i) on or before the Closing Date, the documents and instruments specified below with respect to each Mortgage Loan that are Specially Designated Mortgage Loan Documents and (ii) on or before the date that is 30 days after the Closing Date, the remaining documents and instruments specified below that are not Specially Designated Mortgage Loan Documents with respect to each Mortgage Loan (the documents and instruments specified below and referred to in clauses (i) and (ii) preceding, collectively, a "Mortgage File"). All Mortgage Files so delivered will be held by the Custodian in escrow for the benefit of the Seller at all times prior to the Closing Date. The Mortgage File with respect to each Mortgage Loan that is a Trust Mortgage Loan shall contain the following documents: (i) (A) the original executed Mortgage Note for the subject Mortgage Loan, including any power of attorney related to the execution thereof (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto), together with any and all intervening endorsements thereon, endorsed on its face or by allonge attached thereto (without recourse, representation or warranty, express or implied) to the order of LaSalle Bank National Association, as trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2007-7, Commercial Mortgage Pass-Through Certificates, Series 2007-7, or in blank, and (B) in the case of a Loan Combination, a copy of the executed Mortgage Note for each related Non-Trust Loan; (ii) an original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iii) an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals or copies of any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iv) an original executed assignment, in recordable form (except for completion of the assignee's name and address (if the assignment is delivered in blank) and any missing recording information or a certified copy of that assignment as sent for recording), of (a) the Mortgage, (b) any related Assignment of Leases (if such item is a document separate from the Mortgage) and (c) any other recorded document relating to the subject Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle Bank National Association, as trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2007-7, Commercial Mortgage Pass-Through Certificates, Series 2007-7; (v) an original assignment of all unrecorded documents relating to the Mortgage Loan (to the extent not already assigned pursuant to clause (iv) above) in favor of LaSalle Bank National Association, as trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2007-7, Commercial Mortgage Pass-Through Certificates, Series 2007-7; (vi) originals or copies of any consolidation, assumption, substitution and modification agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been consolidated or modified or the subject Mortgage Loan has been assumed; (vii) the original or a copy of the policy or certificate of lender's title insurance or, if such policy has not been issued or located, an original or copy of an irrevocable, binding commitment (which may be a pro forma policy or a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (viii) any filed copies or other evidence of filing of any prior UCC Financing Statements in favor of the originator of the subject Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement in favor of the Seller on record with the applicable public office for UCC Financing Statements, a UCC Financing Statement assignment, in form suitable for filing in favor of LaSalle Bank National Association, as trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2007-7, Commercial Mortgage Pass-Through Certificates, Series 2007-7, as assignee; (ix) an original or a copy of any Ground Lease, guaranty or ground lessor estoppel; (x) an original or a copy of any intercreditor agreement relating to permitted debt of the Mortgagor and any intercreditor agreement relating to mezzanine debt related to the Mortgagor; (xi) an original or a copy of any loan agreement, any escrow or reserve agreement, any security agreement, any management agreement, any agreed upon procedures letter, any lockbox or cash management agreements, any environmental reports or any letter of credit (which letter of credit shall not be delivered in original form to the Trustee, but rather to the applicable Master Servicer), in each case relating to the subject Mortgage Loan; and (xii) with respect to a Mortgage Loan secured by a hospitality property, a signed copy of any franchise agreement and/or franchisor comfort letter. The foregoing Mortgage File delivery requirement shall be subject to Section 2.01(c) of the Pooling and Servicing Agreement. (d) The Seller shall retain an Independent third party (the "Recording/Filing Agent") that shall, as to each Mortgage Loan, promptly (and in any event within 180 days following the later of the Closing Date and the delivery of each Mortgage, Assignment of Leases, recordable document and UCC Financing Statement to the Custodian) cause to be submitted for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, each assignment of Mortgage, assignment of Assignment of Leases and any other recordable documents relating to each such Mortgage Loan in favor of the Custodian that is referred to in clause (iv) of the definition of "Mortgage File" and each UCC Financing Statement assignment in favor of the Custodian that is referred to in clause (viii) of the definition of "Mortgage File." Each such assignment and UCC Financing Statement assignment shall reflect that the recorded original should be returned by the public recording office to the Custodian following recording, and each such assignment and UCC Financing Statement assignment shall reflect that the file copy thereof should be returned to the Custodian following filing; provided, that in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Recording/Filing Agent shall obtain therefrom a certified copy of the recorded original. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Seller shall prepare a substitute therefor or cure such defect or cause such to be done, as the case may be, and the Seller shall deliver such substitute or corrected document or instrument to the Custodian (or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing Agreement, to the then holder of such Mortgage Loan). The Seller shall bear the out-of-pocket costs and expenses of all such recording, filing and delivery contemplated in the preceding paragraph, including, without limitation, any costs and expenses that may be incurred by the Trustee in connection with any such recording, filing or delivery performed by the Trustee at the Seller's request and the fees of the Recording/Filing Agent. (e) All such other relevant documents and records that (a) relate to the administration or servicing of the Mortgage Loans, (b) are reasonably necessary for the ongoing administration and/or servicing of such Mortgage Loans by the applicable Master Servicer (which, for purposes of this Agreement, shall be Wachovia Bank, National Association with respect to all of the Mortgage Loans) in connection with its duties under the Pooling and Servicing Agreement, and (c) are in the possession or under the control of the Seller, together with all unapplied escrow amounts and reserve amounts in the possession or under the control of the Seller that relate to the Mortgage Loans, shall be delivered or caused to be delivered by the Seller to the applicable Master Servicer (or, at the direction of such Master Servicer, to the appropriate sub-servicer); provided that the Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting, legal or other due diligence analyses, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Seller agrees to use reasonable efforts to deliver to the Custodian, for its administrative convenience in reviewing the Mortgage Files, a mortgage loan checklist for each Mortgage Loan. The foregoing sentence notwithstanding, the failure of the Seller to deliver a mortgage loan checklist or a complete mortgage loan checklist shall not give rise to any liability whatsoever on the part of the Seller to the Purchaser, the Custodian or any other person because the delivery of the mortgage loan checklist is being provided to the Custodian solely for its administrative convenience. (f) The Seller shall take such actions as are reasonably necessary to assign or otherwise grant to the Trust Fund the benefit of any letters of credit in the name of the Seller, which secure any Mortgage Loan. (g) On or before the Closing Date, the Seller shall provide to the applicable Master Servicer, the initial data (as of the Cut-off Date or the most recent earlier date for which such data is available) contemplated by the CMSA Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating Statement Analysis Report and the CMSA Property File. SECTION 3. Representations, Warranties and Covenants of Seller. (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that: (i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California and the Seller has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all transactions contemplated hereby. (ii) This Agreement has been duly and validly authorized, executed and delivered by the Seller, all requisite action by the Seller's directors and officers has been taken in connection therewith, and (assuming the due authorization, execution and delivery hereof by the Purchaser) this Agreement constitutes the valid, legal and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by (A) laws relating to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship or moratorium, (B) other laws relating to or affecting the rights of creditors generally, or (C) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (iii) The execution and delivery of this Agreement by the Seller and the Seller's performance and compliance with the terms of this Agreement will not (A) violate the Seller's certificate of incorporation or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject if compliance therewith is necessary (1) to ensure the enforceability of this Agreement or (2) for the Seller to perform its duties and obligations under this Agreement, or (C) 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 material contract, agreement or other instrument to which the Seller is a party or by which the Seller is bound, which default might have consequences that would, in the Seller's reasonable and good faith judgment, materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or materially and adversely affect its performance hereunder. (iv) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency or body, which default might have consequences that would, in the Seller's reasonable and good faith judgment, materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or materially and adversely affect its performance hereunder. (v) The Seller is not a party to or bound by any agreement or instrument or subject to any certificate of incorporation, bylaws or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that would, in the Seller's reasonable and good faith judgment, materially and adversely affect the ability of the Seller to perform its obligations under this Agreement or that requires the consent of any third person to the execution of this Agreement or the performance by the Seller of its obligations under this Agreement (except to the extent such consent has been obtained). (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of or compliance by the Seller with this Agreement or the consummation of the transactions contemplated by this Agreement except as have previously been obtained, and no bulk sale law applies to such transactions. (vii) None of the sale of the Mortgage Loans by the Seller, the transfer of the Mortgage Loans to the Trustee, and the execution, delivery or performance of this Agreement by the Seller, results or will result in the creation or imposition of any lien on any of the Seller's assets or property that would have a material adverse effect upon the Seller's ability to perform its duties and obligations under this Agreement or materially impair the ability of the Purchaser to realize on the Mortgage Loans. (viii) There is no action, suit, proceeding or investigation pending or to the knowledge of the Seller, threatened against the Seller in any court or by or before any other governmental agency or instrumentality which would, in the Seller's good faith and reasonable judgment, prohibit its entering into this Agreement or materially and adversely affect the validity of this Agreement or the performance by the Seller of its obligations under this Agreement. (ix) Under generally accepted accounting principles ("GAAP") and for federal income tax purposes, the Seller will report the transfer of the Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the Purchaser in exchange for consideration consisting of a cash amount equal to the Purchase Consideration. The consideration received by the Seller upon the sale of the Mortgage Loans to the Purchaser will constitute at least reasonably equivalent value and fair consideration for the Mortgage Loans. The Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, the sale of the Mortgage Loans to the Purchaser. The Seller is not selling the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud any of the creditors of the Seller. (x) The prospectus supplement dated May 31, 2007 (the "Prospectus Supplement"), which supplements the base prospectus dated May 10, 2007 (the "Prospectus"), contains all the information that is required to be provided in respect of the Seller (that arise from its role as "sponsor" (within the meaning of Regulation AB)), the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties pursuant to Regulation AB. For purpose of this Agreement, "Regulation AB" shall mean Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time. (b) The Seller hereby makes the representations and warranties contained in Schedule I hereto for the benefit of the Purchaser and the Trustee for the benefit of the Certificateholders as of the Closing Date (unless a different date is specified therein), with respect to (and solely with respect to) each Mortgage Loan, subject, however, to the exceptions set forth on Annex A to Schedule I of this Agreement. (c) If the Seller receives written notice of a Document Defect or a Breach relating to a Mortgage Loan pursuant to Section 2.03(a) of the Pooling and Servicing Agreement, then the Seller shall, not later than 90 days from receipt of such notice (or, in the case of a Document Defect or Breach relating to a Mortgage Loan not being a "qualified mortgage" within the meaning of the REMIC Provisions (a "Qualified Mortgage"), not later than 90 days from any party to the Pooling and Servicing Agreement discovering such Document Defect or Breach, provided the Seller receives such notice in a timely manner), if such Document Defect or Breach materially and adversely affects the value of the related Mortgage Loan or the interests of the Certificateholders therein, cure such Document Defect or Breach, as the case may be, in all material respects, which shall include payment of losses and any Additional Trust Fund Expenses associated therewith or, if such Document Defect or Breach (other than omissions due solely to a document not having been returned by the related recording office) cannot be cured within such 90-day period, (i) repurchase the affected Mortgage Loan (which, for the purposes of this clause (i), shall include an REO Loan) at the applicable Purchase Price (as defined in the Pooling and Servicing Agreement) not later than the end of such 90-day period or (ii) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan (which, for purposes of this clause (ii), shall include an REO Loan) not later than the end of such 90-day period (and in no event later than the second anniversary of the Closing Date) and pay the applicable Master Servicer for deposit into its Collection Account any Substitution Shortfall Amount in connection therewith; provided, however, that, unless the Document Defect or Breach would cause the Mortgage Loan not to be a Qualified Mortgage, if such Document Defect or Breach is capable of being cured but not within such 90-day period and the Seller has commenced and is diligently proceeding with the cure of such Document Defect or Breach within such 90-day period, the Seller shall have an additional 90 days to complete such cure (or, failing such cure, to repurchase or substitute the related Mortgage Loan (which, for purposes of such repurchase or substitution, shall include an REO Loan)); and provided, further, that with respect to such additional 90-day period, the Seller shall have delivered an officer's certificate to the Trustee setting forth the reason(s) such Document Defect or Breach is not capable of being cured within the initial 90-day period and what actions the Seller is pursuing in connection with the cure thereof and stating that the Seller anticipates that such Document Defect or Breach will be cured within the additional 90-day period. A Document Defect or Breach (which Document Defect or Breach materially and adversely affects the value of the related Mortgage Loan or the interests of the Certificateholders therein) as to a Mortgage Loan that is cross-collateralized and cross-defaulted with one or more other Mortgage Loans (each, a "Crossed Loan" and such Crossed Loans, collectively, a "Crossed Loan Group"), which Document Defect or Breach does not constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan Group (without regard to this paragraph) and is not cured as provided for above, shall be deemed to constitute a Document Defect or Breach, as the case may be, as to each other Crossed Loan in the subject Crossed Loan Group for purposes of this paragraph and the Seller shall be required to repurchase or substitute all such Crossed Loans unless (1) the weighted average debt service coverage ratio for all the remaining Crossed Loans for the four calendar quarters immediately preceding such repurchase or substitution is not less than the weighted average debt service coverage ratio for all such Crossed Loans, including the affected Crossed Loan, for the four calendar quarters immediately preceding such repurchase or substitution, and (2) the weighted average loan to-value ratio for the remaining Crossed Loans, determined at the time of repurchase or substitution, based upon an appraisal obtained by the Special Servicer at the expense of the Seller shall not be greater than the weighted average loan-to-value ratio for all such Crossed Loans, including the affected Crossed Loan determined at the time of repurchase or substitution, based upon an appraisal obtained by the Special Servicer at the expense of the Seller; provided, that if such debt service coverage and loan-to-value criteria are satisfied, any other Crossed Loan (that is not the Crossed Loan directly affected by the subject Document Defect or Breach), shall be released from its cross-collateralization and cross-default provision so long as such Crossed Loan (that is not the Crossed Loan directly affected by the subject Document Defect or Breach) is held in the Trust Fund; and provided, further, that the repurchase or replacement of less than all such Crossed Loans and the release of any Crossed Loan from a cross-collateralization and cross-default provision shall be further subject to the delivery by the Seller to the Trustee, at the expense of the Seller, of an Opinion of Counsel to the effect that such release would not cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. In the event that one or more of such other Crossed Loans satisfy the aforementioned criteria, the Seller may elect either to repurchase or substitute for only the affected Crossed Loan as to which the related Document Defect or Breach exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Loan Group. All documentation relating to the termination of the cross-collateralization provisions of a Crossed Loan being repurchased shall be prepared at the expense of the Seller and, where required, with the consent of the related Mortgagor. For a period of two years from the Closing Date, so long as there remains any Mortgage File relating to a Mortgage Loan as to which there is any uncured Document Defect or Breach known to the Seller that existed as of the Closing Date, the Seller shall provide, once every 90 days, the officer's certificate to the Trustee described above as to the reason(s) such Document Defect or Breach remains uncured and as to the actions being taken to pursue cure; provided, however, that, without limiting the effect of the foregoing provisions of this Section 3(c), if such Document Defect or Breach shall materially and adversely affect the value of such Mortgage Loan or the interests of the holders of the Certificates therein (subject to the second and third provisos in the sole sentence of the preceding paragraph), the Seller shall in all cases on or prior to the second anniversary of the Closing Date either cause such Document Defect or Breach to be cured or repurchase or substitute for the affected Mortgage Loan (for the avoidance of doubt, the foregoing two-year period shall not be deemed to be a time limitation on the Seller's right to cure a Document Defect as set forth in this Section 3). The delivery of a commitment to issue a policy of lender's title insurance as described in representation 8 set forth on Schedule I hereto in lieu of the delivery of the actual policy of lender's title insurance shall not be considered a Document Defect or Breach with respect to any Mortgage File if such actual policy of insurance is delivered to the Custodian not later than the 180th day following the Closing Date. To the extent that the Seller is required to repurchase or substitute for a Crossed Loan hereunder in the manner prescribed above in this Section 3(c) while the Trustee continues to hold any other Crossed Loans in such Crossed Loan Group, the Seller and the Purchaser shall not enforce any remedies against the other's Primary Collateral (as defined below), but each is permitted to exercise remedies against the Primary Collateral securing its respective Crossed Loan(s), so long as such exercise does not materially impair the ability of the other party to exercise its remedies against the Primary Collateral securing the Crossed Loan(s) held thereby. If the exercise by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loan(s) held by such party, then the Seller and the Purchaser shall forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing the relevant Crossed Loans can be modified in a manner consistent with this Agreement to remove the threat of material impairment as a result of the exercise of remedies or some other mutually agreed upon accommodation can be reached. Any reserve or other cash collateral or letters of credit securing the Crossed Loans shall be allocated between such Crossed Loans in accordance with the Mortgage Loan documents, or, if the related Mortgage Loan documents do not so provide, then on a pro rata basis based upon their outstanding Stated Principal Balances. Notwithstanding the foregoing, if a Crossed Loan is modified to terminate the related cross-collateralization and/or cross-default provisions, the Seller shall furnish to the Trustee an Opinion of Counsel that such modification shall not cause an Adverse REMIC Event. For purposes hereof, "Primary Collateral" shall mean the Mortgaged Property directly securing a Crossed Loan and excluding any property as to which the related lien may only be foreclosed upon by exercise of cross-collateralization provisions of such Mortgage Loans. Notwithstanding any of the foregoing provisions of this Section 3(c), if there is a Document Defect or Breach (which Document Defect or Breach materially and adversely affects the value of the related Mortgage Loan or the interests of the Certificateholders therein) with respect to one or more Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be obligated to repurchase or substitute the Mortgage Loan if (i) the affected Mortgaged Property(ies) may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged Property(ies) are, in fact, released) and to the extent not covered by the applicable release price (if any) required under the related Mortgage Loan documents, the Seller pays (or causes to be paid) any additional amounts necessary to cover all reasonable out-of-pocket expenses reasonably incurred by the applicable Master Servicer, the Special Servicer, the Trustee, the Custodian or the Trust Fund in connection with such release, (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan documents and the Seller provides an opinion of counsel to the effect that such release would not cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions and (iii) each Rating Agency then rating the Certificates shall have provided written confirmation that such release would not cause the then-current ratings of the Certificates rated by it to be qualified, downgraded or withdrawn. The foregoing provisions of this Section 3(c) notwithstanding, the Purchaser's sole remedy (subject to the last sentence of this paragraph) for a breach of representation 30 set forth on Schedule I hereto shall be the cure of such breach by the Seller, which cure shall be effected through the payment by the Seller of such costs and expenses (without regard to whether such costs and expenses are material or not) specified in such representation that have not, at the time of such cure, been received by the applicable Master Servicer or the Special Servicer from the related Mortgagor and not a repurchase or substitution of the related Mortgage Loan. Following the Seller's remittance of funds in payment of such costs and expenses, the Seller shall be deemed to have cured the breach of representation 30 in all respects. To the extent any fees or expenses that are the subject of a cure by the Seller are subsequently obtained from the related Mortgagor, the cure payment made by the Seller shall be returned to the Seller. Notwithstanding the prior provisions of this paragraph, the Seller, acting in its sole discretion, may effect a repurchase or substitution (in accordance with the provisions of this Section 3(c) setting forth the manner in which a Mortgage Loan may be repurchased or substituted) of a Mortgage Loan, as to which representation 30 set forth on Schedule I has been breached, in lieu of paying the costs and expenses that were the subject of the breach of representation 30 set forth on Schedule I. (d) In connection with any permitted repurchase or substitution of one or more Mortgage Loans contemplated hereby, upon receipt of a certificate from a Servicing Officer certifying as to the receipt of the applicable Purchase Price (as defined in the Pooling and Servicing Agreement) or Substitution Shortfall Amount(s), as applicable, in the applicable Master Servicer's Collection Account, and, if applicable, the delivery of the Mortgage File(s) and the Servicing File(s) for the related Qualified Substitute Mortgage Loan(s) to the Custodian and the applicable Master Servicer, respectively, (i) the Trustee shall be required to execute and deliver such endorsements and assignments as are provided to it by the applicable Master Servicer or the Seller, in each case without recourse, representation or warranty, as shall be necessary to vest in the Seller the legal and beneficial ownership of each repurchased Mortgage Loan or substituted Mortgage Loan, as applicable, (ii) the Trustee, the Custodian, the applicable Master Servicer and the Special Servicer shall each tender to the Seller, upon delivery to each of them of a receipt executed by the Seller, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan possessed by it, and (iii) the applicable Master Servicer and the Special Servicer shall release to the Seller any Escrow Payments and Reserve Funds held by it in respect of such repurchased or deleted Mortgage Loan(s). At the time a substitution is made, the Seller shall deliver the related Mortgage File to the Custodian and certify that the substitute Mortgage Loan is a Qualified Substitute Mortgage Loan. No substitution of a Qualified Substitute Mortgage Loan or Qualified Substitute Mortgage Loans may be made in any calendar month after the Determination Date for such month. Periodic Payments due with respect to any Qualified Substitute Mortgage Loan after the related date of substitution shall be part of REMIC I, as applicable. No substitution of a Qualified Substitute Mortgage Loan for a deleted Mortgage Loan shall be permitted under this Agreement if, after such substitution, the aggregate of the Stated Principal Balances of all Qualified Substitute Mortgage Loans which have been substituted for deleted Mortgage Loans exceeds 10% of the aggregate Cut-off Date Balance of all the Mortgage Loans and the Other Mortgage Loans. Periodic Payments due with respect to any Qualified Substitute Mortgage Loan on or prior to the related date of substitution shall not be part of the Trust Fund or REMIC. (e) This Section 3 provides the sole remedies available to the Purchaser, the Certificateholders, or the Trustee on behalf of the Certificateholders, respecting any Document Defect in a Mortgage File or any Breach of any representation or warranty set forth in or required to be made pursuant to this Section 3. SECTION 4. Representations, Warranties and Covenants of the Purchaser. In order to induce the Seller to enter into this Agreement, the Purchaser hereby represents, warrants and covenants for the benefit of the Seller as of the date hereof that: (a) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Purchaser has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all transactions contemplated hereby. (b) This Agreement has been duly and validly authorized, executed and delivered by the Purchaser, all requisite action by the Purchaser's directors and officers has been taken in connection therewith, and (assuming the due authorization, execution and delivery hereof by the Seller) this Agreement constitutes the valid, legal and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforcement may be limited by (A) laws relating to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship or moratorium, (B) other laws relating to or affecting the rights of creditors generally, or (C) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (c) The execution and delivery of this Agreement by the Purchaser and the Purchaser's performance and compliance with the terms of this Agreement will not (A) violate the Purchaser's articles of incorporation or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject if compliance therewith is necessary (1) to ensure the enforceability of this Agreement or (2) for the Purchaser to perform its duties and obligations under this Agreement or (C) 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 material contract, agreement or other instrument to which the Purchaser is a party or by which the Purchaser is bound, which default might have consequences that would, in the Purchaser's reasonable and good faith judgment, materially and adversely affect the condition (financial or other) or operations of the Purchaser or its properties or have consequences that would materially and adversely affect its performance hereunder. (d) The Purchaser is not a party to or bound by any agreement or instrument or subject to any certificate of incorporation, bylaws or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that would, in the Purchaser's reasonable and good faith judgment, materially and adversely affect the ability of the Purchaser to perform its obligations under this Agreement or that requires the consent of any third person to the execution of this Agreement or the performance by the Purchaser of its obligations under this Agreement (except to the extent such consent has been obtained). (e) Except as may be required under federal or state securities laws (and which will be obtained on a timely basis), no consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court, is required, under federal or state law, for the execution, delivery and performance by the Purchaser of, or compliance by the Purchaser with, this Agreement, or the consummation by the Purchaser of any transaction described in this Agreement. (f) Under GAAP and for federal income tax purposes, the Purchaser will report the transfer of the Mortgage Loans by the Seller to the Purchaser as a sale of the Mortgage Loans to the Purchaser in exchange for consideration consisting of a cash amount equal to the aggregate Purchase Consideration. (g) There is no action, suit, proceeding or investigation pending or to the knowledge of the Purchaser, threatened against the Purchaser in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of this Agreement or any action taken in connection with the obligations of the Purchaser contemplated herein, or which would be likely to impair materially the ability of the Purchaser to enter into and/or perform under the terms of this Agreement. (h) The Purchaser is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency or body, which default might have consequences that would, in the Purchaser's reasonable and good faith judgment, materially and adversely affect the condition (financial or other) or operations of the Purchaser or its properties or might have consequences that would materially and adversely affect its performance hereunder. SECTION 5. Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP on the Closing Date. The Closing shall be subject to each of the following conditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date; (b) All documents specified in Section 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and acceptable to the Purchaser, the Seller, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (c) The Seller shall have delivered and released to the Custodian and the applicable Master Servicer, respectively, all documents represented to have been or required to be delivered to the Custodian and the applicable Master Servicer pursuant to Section 2 of this Agreement; (d) 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 and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (e) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement as of the Closing Date; (f) One or more letters from the independent accounting firm of Ernst & Young LLP, in form satisfactory to the Purchaser and relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus and Prospectus Supplement, respectively, shall have been delivered; and (g) The Seller shall have executed and delivered concurrently herewith that certain Indemnification Agreement, dated as of May 31, 2007, among the Seller, Merrill Lynch Mortgage Lending, Inc., Artesia Mortgage Capital Corporation, PNC Bank, National Association, the Purchaser, the Underwriters and the Initial Purchasers. Both parties agree to use their best reasonable 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 6. Closing Documents. The Closing Documents shall consist of the following: (a) (i) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, "Servicing Rights Purchase Agreement"); (b) An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) Each of: (i) the resolutions of the Seller's board of directors or a committee thereof authorizing the Seller's entering into the transactions contemplated by this Agreement, (ii) the certificate of incorporation and bylaws of the Seller, and (iii) an original or a copy of a certificate of good standing of the Seller issued by the State of California not earlier than 30 days prior to the Closing Date; (e) A written opinion of counsel for the Seller relating to organizational and enforceability matters (which opinion may be from in-house counsel, outside counsel or a combination thereof), reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Custodian, the Underwriters, the Initial Purchasers and each of the Rating Agencies, together with such other written opinions, including as to insolvency matters, as may be required by the Rating Agencies; and (f) Such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date. SECTION 7. Costs. Whether or not this Agreement is terminated, both the Seller and the Purchaser shall pay their respective share of the transaction expenses incurred in connection with the transactions contemplated herein as set forth in the closing statement prepared by the Purchaser and delivered to and approved by the Seller on or before the Closing Date, and in the memorandum of understanding to which the Seller and the Purchaser (or an affiliate thereof) are parties with respect to the transactions contemplated by this Agreement. SECTION 8. Grant of a Security Interest. It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Seller to the Purchaser as provided in Section 2 of this Agreement be, and be construed as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, if, notwithstanding the aforementioned intent of the parties, the Mortgage Loans are held to be property of the Seller, then, (a) it is the express intent of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller, and (b) (i) this Agreement shall also be deemed to be a security agreement within the meaning of Article 9 of the UCC of the applicable jurisdiction; (ii) the conveyance provided for in Section 2 of this Agreement shall be deemed to be a grant by the Seller to the Purchaser of a security interest in all of the Seller's right, title and interest in and to the Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in accordance with the terms thereof, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation, all amounts, other than investment earnings (other than investment earnings required by Section 3.19(a) of the Pooling and Servicing Agreement to offset Prepayment Interest Shortfalls), from time to time held or invested in the applicable Master Servicer's Collection Account, the Distribution Account or, if established, the REO Account whether in the form of cash, instruments, securities or other property; (iii) the assignment to the Trustee of the interest of the Purchaser as contemplated by Section 1 of this Agreement shall be deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Trustee or any of its agents, including, without limitation, the Custodian, of the 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 security interest pursuant to Section 9-313 of the UCC of the applicable jurisdiction; and (v) notifications to persons (other than the Trustee) holding such property, and acknowledgments, receipts or confirmations from persons (other than the Trustee) holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the secured party 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 deemed to 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. The Seller does hereby consent to the filing by the Purchaser of financing statements relating to the transactions contemplated hereby without the signature of the Seller. SECTION 9. Notice of Exchange Act Reportable Events. The Seller hereby agrees to deliver to the Purchaser any disclosure information relating to any event, specifically relating to the Seller, reasonably determined in good faith by the Purchaser as required to be reported on Form 8-K, Form 10-D or Form 10-K by the Trust Fund (in formatting reasonably appropriate for inclusion in such form) insofar as such disclosure is required under Item 1117 or 1119 of Regulation AB or Item 1.03 to Form 8-K. The Seller shall use reasonable efforts to deliver proposed disclosure language relating to any event, specifically relating to the Seller, described under Item 1117 or 1119 of Regulation AB or Item 1.03 to Form 8-K to the Purchaser as soon as reasonably practicable after the Seller becomes aware of such event and in no event more than (2) business days following the occurrence of such event if such event is reportable under Item 1.03 to Form 8-K. The obligation of the Seller to provide the above referenced disclosure materials in any fiscal year of the Trust will terminate upon the Trustee's filing a Form 15 with respect to the Trust as to that fiscal year in accordance with Section 8.16 of the Pooling and Servicing Agreement or the reporting requirements with respect to the Trust under the Securities Exchange Act of 1934, as amended (the "1934 Act") have otherwise automatically suspended. The Seller hereby acknowledges that the information to be provided by it pursuant to this Section 9 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 1934 Act. SECTION 10. Notices. All notices, copies, requests, consents, demands and other communications required hereunder shall be in writing and sent either by certified mail (return receipt requested) or by courier service (proof of delivery requested) to the intended recipient at the "Address for Notices" specified for such party on Exhibit A hereto, or as to either party, at such other address as shall be designated by such party in a notice hereunder to the other party. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when received, in each case given or addressed as aforesaid. SECTION 11. 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 submitted 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 (and by the Purchaser to the Trustee). SECTION 12. Severability of Provisions. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or which 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 unenforceable 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 that prohibits or renders void or unenforceable any provision hereof. SECTION 13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but which together shall constitute one and the same agreement. SECTION 14. GOVERNING LAW; WAIVER OF TRIAL BY JURY. THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT. THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. SECTION 15. Attorneys' Fees. If any legal action, suit or proceeding is commenced between the Seller and the Purchaser regarding their respective rights and obligations under this Agreement, the prevailing party shall be entitled to recover, in addition to damages or other relief, costs and expenses, attorneys' fees and court costs (including, without limitation, expert witness fees). As used herein, the term "prevailing party" shall mean the party that obtains the principal relief it has sought, whether by compromise settlement or judgment. If the party that commenced or instituted the action, suit or proceeding shall dismiss or discontinue it without the concurrence of the other party, such other party shall be deemed the prevailing party. 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. The Purchaser has the right to assign its interest under this Agreement, in whole or in part, as may be required to effect the purposes of the Pooling and Servicing Agreement, and the assignee shall, to the extent of such assignment, succeed to the rights and obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser, the Underwriters (as intended third party beneficiaries hereof), the Initial Purchasers (also as intended third party beneficiaries hereof) and their permitted successors and assigns. This Agreement is enforceable by the Underwriters, the Initial Purchasers and the other third party beneficiaries hereto in all respects to the same extent as if they had been signatories hereof. SECTION 18. Amendments. No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by a duly authorized officer of the party hereto against whom such waiver or modification is sought to be enforced. The Seller's obligations hereunder shall in no way be expanded, changed or otherwise affected by any amendment of or modification to the Pooling and Servicing Agreement, including, without limitation, any defined terms therein, unless the Seller has consented to such amendment or modification in writing. SECTION 19. Accountants' Letters. The parties hereto shall cooperate with Ernst & Young LLP in making available all information and taking all steps reasonably necessary to permit such accountants to deliver the letters required by the Underwriting Agreement and the Certificate Purchase Agreement. SECTION 20. Knowledge. Whenever a representation or warranty or other statement in this Agreement (including, without limitation, Schedule I hereto) is made with respect to a Person's "knowledge," such statement refers to such Person's employees or agents who were or are responsible for or involved with the indicated matter and have actual knowledge of the matter in question. SECTION 21. Cross-Collateralized Mortgage Loans. Each Crossed Loan 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 in a Crossed Loan Group 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 Schedule I 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 21. In addition, if there exists with respect to any Crossed Loan Group only one original of any document referred to in the definition of "Mortgage File" in this Agreement and covering all the Mortgage Loans in such Crossed Loan Group, the inclusion of the original of such document in the Mortgage File for any of the Mortgage Loans in such Crossed Loan Group shall be deemed an inclusion of such original in the Mortgage File for each such Mortgage Loan. [SIGNATURE PAGES TO FOLLOW] IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be signed hereto by their respective duly authorized officers as of the date first above written. SELLER: COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE, INC. By:/s/ Marlyn A. Marincas -------------------------------------- Name: Marlyn A. Marincas Title: Senior Vice President PURCHASER: MERRILL LYNCH MORTGAGE INVESTORS, INC. By:/s/ David M. Rodgers -------------------------------------- Name: David M. Rodgers Title: Executive Vice President, Chief Officer in Charge of Commercial Mortgage Securitization EXHIBIT A Seller: Address for Notices: Countrywide Commercial Real Estate Finance, Inc. 4500 Park Granada CH-143 Calabasas, California 91302 Attention: Marlyn Marincas Purchaser: Address for Notices: Merrill Lynch Mortgage Investors, Inc. c/o Global Commercial Real Estate Four World Financial Center, 16th Floor 250 Vesey Street New York, New York 10080 Attention: David M. Rodgers Telecopier No.: (212) 449-7684 with a copy to: Merrill Lynch Mortgage Investors, Inc. c/o Global Commercial Real Estate 4 World Financial Center, 16th Floor 250 Vesey Street New York, New York 10080 Attn: Director of CMBS Securitization Facsimile No.: 212-449-7684 and Merrill Lynch Mortgage Investors, Inc. Four World Financial Center, 12th Floor 250 Vesey Street New York, New York 10080 Attention: General Counsel for Global Commercial Real Estate in the Office of the General Counsel Telecopier No.: (212) 449-0265 SCHEDULE I Mortgage Loan Representations and Warranties For purposes of this Schedule I, the "Value" of a Mortgaged Property shall mean the value of such Mortgaged Property as determined by the appraisal (and subject to the assumptions set forth in the appraisal) performed in connection with the origination of the related Mortgage Loan. 1. Mortgage Loan Schedule. The information set forth in the Mortgage Loan Schedule with respect to the Mortgage Loans is true and correct in all material respects (and contains all the items listed in the definition of "Mortgage Loan Schedule") 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 Cut-off Dates for the Mortgage Loans. 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 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 and the rights of a holder of a related Non-Trust Loan pursuant to a Loan Combination Intercreditor Agreement). The Seller has 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); provided that recording and/or filing of various transfer documents are to be completed after the Closing Date as contemplated hereby and by the Pooling and Servicing Agreement. 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/or interest under any Mortgage Loan was 30 days or more past due as of the Due Date for such Mortgage Loan in June 2007, without giving effect to any applicable grace period, nor was any such payment 30 days or more delinquent since the date of origination of any Mortgage Loan, without giving effect to any applicable grace period. 4. Lien; Valid Assignment. Each Mortgage related to and delivered in connection with each Mortgage Loan constitutes a valid and, subject to the limitations and exceptions set forth in representation 13 below, enforceable first priority lien upon the related Mortgaged Property, prior to all other liens and encumbrances, and there are no liens and/or encumbrances that are pari passu with the lien of such Mortgage, in any event subject, however, to the following (collectively, the "Permitted Encumbrances"): (a) the lien for current real estate taxes, ground rents, 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/or are referred to in the related lender's title insurance policy (or, if not yet issued, referred to in a pro forma title policy, a "marked-up" commitment binding upon the title insurer or escrow instructions binding on the title insurer and irrevocably obligating the title insurer to issue such title insurance policy); (c) exceptions and exclusions specifically referred to in such lender's title insurance policy (or, if not yet issued, referred to in a pro forma title policy, a "marked-up" commitment binding upon the title insurer or escrow instructions binding on the title insurer and irrevocably obligating the title insurer to issue such title insurance policy); (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) if such Mortgage Loan constitutes a Cross-Collateralized Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in the same Crossed Group; (g) if the related Mortgaged Property consists of one or more units in a condominium, the related condominium declaration; and (h) the rights of the holder of any Non-Trust Loan that is part of a related Loan Combination to which any such Mortgage Loan belongs. The 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, the Value of the Mortgaged Property or the current ability of the related Mortgaged Property to generate income sufficient to service such Mortgage Loan. The related assignment of such 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) and constitutes a legal, valid, binding and, subject to the limitations and exceptions set forth in representation 13 below, enforceable assignment of such Mortgage from the relevant assignor to the Trustee. 5. Assignment of Leases and Rents. There exists, as part of the related Mortgage File, an Assignment of Leases (either as a separate instrument or as part of the Mortgage) that relates to and was delivered in connection with each Mortgage Loan and that establishes and creates a valid, subsisting and, subject to the limitations and exceptions set forth in representation 13 below, enforceable first priority lien on and security interest in, subject to applicable law, the property, rights and interests of the related Mortgagor described therein, except for Permitted Encumbrances and except for the holder of any related Non-Trust Loan that is part of a related Loan Combination to which any such Mortgage Loan belongs, and except that a license may have been granted to the related Mortgagor 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 so long as no event of default has occurred under such Mortgage Loan; 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), and constitutes a legal, valid, binding and, subject to the limitations and exceptions set forth in representation 13 below, enforceable assignment of such Assignment of Leases from the relevant assignor to the Trustee. The related Mortgage or related Assignment of Leases, subject to applicable law, provides for the appointment of a receiver for the collection of rents or for the related mortgagee to enter into possession of the related Mortgaged Property to collect the rents or provides for rents to be paid directly to the related mortgagee, if there is an event of default beyond applicable notice and grace periods. Except for the holder of the related Non Trust Loan with respect to any Mortgage Loan that is part of a Loan Combination, no person other than the related Mortgagor owns any interest in any payments due under the related leases on which the Mortgagor is the landlord, covered by the related Assignment of Leases. 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 in any material manner, (b) neither the related Mortgaged Property nor any material portion thereof has been released from the lien of such Mortgage and (c) the related Mortgagor has not been released from its obligations under such Mortgage, in whole or in material part. With respect to each Mortgage Loan, since the later of (a) May 31, 2007 and (b) the closing date of such Mortgage Loan, the Seller has not executed any written instrument that (i) impaired, satisfied, canceled, subordinated or rescinded such Mortgage Loan, (ii) waived, modified or altered any material term of such Mortgage Loan, (iii) released the Mortgaged Property or any material portion thereof from the lien of the related Mortgage, or (iv) released the related Mortgagor from its obligations under such Mortgage Loan in whole or material part. For avoidance of doubt, the preceding sentence does not relate to any release of escrows by the Seller or a servicer on its behalf. 7. Condition of Property; Condemnation. In the case of each Mortgage Loan, except as set forth in an engineering report prepared by an independent engineering consultant in connection with the origination of such Mortgage Loan, the related Mortgaged Property is, to the Seller's knowledge, in good repair and 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). As of the date of origination of the Mortgage Loan, there was no proceeding pending for the condemnation of all or any material part of the related Mortgaged Property. As of the Closing Date, the Seller has not received notice and has no knowledge of any proceeding pending for the condemnation of all or any material portion of the Mortgaged Property securing any Mortgage Loan. As of the date of origination of each Mortgage Loan and, to the Seller's knowledge based upon surveys and/or the title insurance policy referred to in representation 8 below, as of the date hereof, (a) none of the material improvements on the related Mortgaged Property encroach upon the boundaries and, to the extent in effect at the time of construction, do not encroach upon the building restriction lines of such property, and none of the material improvements on the related Mortgaged Property encroached over any easements, except, in each case, for encroachments that are insured against by the lender's title insurance policy referred to in representation 8 below or that do not materially and adversely affect the Value or current 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 of such Mortgaged Property, except those encroachments that are insured against by the lender's title insurance policy referred to in representation 8 below. 8. Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association (or an equivalent form of) lender's title insurance policy (the "Title Policy") (or, if such policy has yet to be issued, by a pro forma policy, a "marked up" commitment binding on the title insurer or escrow instructions binding on the title insurer irrevocably obligating the title insurer to issue such title insurance policy) in the original principal amount of such Mortgage Loan after all advances of principal, insuring that the related Mortgage is a valid first priority lien on such Mortgaged Property, subject only to the Permitted Encumbrances, except that in the case of a Mortgage Loan as to which the related Mortgaged Property is made up of more than one parcel of property, each of which is secured by a separate Mortgage, such Mortgage (and therefore the related Title Policy) may be in an amount less than the original principal amount of the Mortgage Loan, but is not less than the allocated amount of subject parcel constituting a portion of the related Mortgaged Property. 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, no material claims have been made thereunder and no claims have been paid thereunder. No 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, such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) inures to the benefit of the Trustee as sole insured without the consent of or notice to the insurer. Such Title Policy contains no material exclusion for whether, or it affirmatively insures (unless the related Mortgaged Property is located in a jurisdiction where such affirmative insurance is not available) that, (a) the related Mortgaged Property has access to a public road, and (b) 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. 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, repair or other matters with respect to the related Mortgaged Property) documented as part of the Mortgage Loan documents and the rights to which are transferred to the Trustee) and there is no obligation for future advances with respect thereto. 10. Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan, together with applicable state law, contain customary and, subject to the limitations and exceptions set forth in representation 13 below, enforceable provisions 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, including, without limitation, judicial or non-judicial foreclosure or similar proceedings (as applicable for the jurisdiction where the related Mortgaged Property is located). None of the Mortgage Loan documents contains any provision that expressly excuses the related Mortgagor from obtaining and maintaining insurance coverage for acts of terrorism. 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 been properly designated and currently so serves or may be substituted in accordance with the Mortgage and applicable law, and (b) no fees or expenses are or will become payable to such trustee by the Seller, the Purchaser or any transferee thereof except in connection with a trustee's sale after default by the related Mortgagor 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 Mortgaged Properties identified on Annex B hereto (as to which properties the only environmental investigation conducted in connection with the origination of the related Mortgage Loan related to asbestos-containing materials and lead-based paint), (a) an environmental site assessment meeting ASTM standards and covering all environmental hazards typically assessed for similar properties including use, type and tenants of the related Mortgaged Property, a transaction screen meeting ASTM standards or an update of a previously conducted environmental site assessment (which update may have been performed pursuant to a database update), was performed by an independent third-party environmental consultant (licensed to the extent required by applicable state law) with respect to each Mortgaged Property securing a Mortgage Loan in connection with the origination of such Mortgage Loan, (b) the report of each such assessment, update or screen, if any (an "Environmental Report"), is dated no earlier than (or, alternatively, has been updated within) twelve (12) months prior to the date hereof, (c) a copy of each such Environmental Report has been delivered to the Purchaser, and (d) either: (i) no such Environmental Report, if any, reveals that as of the date of the report there is a material violation of applicable environmental laws with respect to any known 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 the related Mortgagor and collectively having financial resources reasonably estimated to be adequate to cure the violation was identified as the responsible party or parties for such conditions or circumstances, and such conditions or circumstances do not materially impair the Value of the related Mortgaged Property, (B) the related Mortgagor was required to provide additional security reasonably estimated to be adequate to cure the violations and/or to obtain and, for the period contemplated by the related Mortgage Loan documents, maintain an operations and maintenance plan, (C) the related Mortgagor, or other responsible party, provided a "no further action" letter or other evidence that would be acceptable to a reasonably prudent commercial 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 conditions or circumstances, (D) such conditions or circumstances were investigated further and based upon such additional investigation, a qualified environmental consultant recommended no further investigation or remediation, (E) 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, (F) there exists an escrow of funds reasonably estimated to be sufficient for purposes of effecting such remediation, (G) the related Mortgaged Property is insured under a policy of insurance, subject to certain per occurrence and aggregate limits and a deductible, against certain losses arising from such circumstances and conditions or (H) a responsible party provided a guaranty or indemnity to the related Mortgagor to cover the costs of any required investigation, testing, monitoring or remediation and, as of the date of origination of the related Mortgage Loan, such responsible party had financial resources reasonably estimated to be adequate to cure the subject violation in all material respects. To the Seller's actual knowledge and without inquiry beyond the related Environmental Report, there are no significant or material circumstances or conditions with respect to such Mortgaged Property not revealed in any such Environmental Report, where obtained, or in any Mortgagor questionnaire delivered to the Seller in connection with the issue of any related environmental insurance policy, if applicable, that would require investigation or remediation by the related Mortgagor under, or otherwise be a material violation of, any applicable environmental law. The Mortgage Loan documents for each Mortgage Loan require the related Mortgagor to comply in all material respects with all applicable federal, state and local environmental laws and regulations. Each of the Mortgage Loans identified on Annex C hereto is covered by a secured creditor environmental insurance policy and each such policy is noncancellable during its term, is in the amount at least equal to 125% of the principal balance of the Mortgage Loan, has a term ending no sooner than the date which is five years after the maturity date of the Mortgage Loan to which it relates and either does not provide for a deductible or the deductible amount is held in escrow and all premiums have been paid in full. Each Mortgagor represents and warrants in the related Mortgage Loan documents that except as set forth in certain environmental reports and to its 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. The related Mortgagor (or affiliate thereof) has agreed to indemnify, defend and hold the Seller and its successors and assigns harmless from and against any and all losses, liabilities, damages, injuries, penalties, fines, out-of-pocket expenses and claims of any kind whatsoever (including attorneys' fees and costs) paid, incurred or suffered by or asserted against, any such party resulting from a breach of environmental representations, warranties or covenants given by the Mortgagor in connection with such Mortgage Loan. 13. Loan Document Status. Each Mortgage Note, Mortgage, and each other agreement executed by or on behalf of the related Mortgagor 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 one form of action law 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, (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations underlying applicable securities laws, to the extent that such public policy considerations limit the enforceability of provisions that purport to provide indemnification from liabilities under applicable securities laws, 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 or unenforceability 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 valid defense, counterclaim or right of offset or rescission available to the related Mortgagor with respect to such Mortgage Note, Mortgage or other agreements that would deny the mortgagee the principal benefits intended to be provided thereby, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges. 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, if rated by Fitch, a credit rating of at least "A-" by Fitch) 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 (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 full 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 is also covered by comprehensive general liability insurance in amounts customarily required by prudent commercial mortgage lenders for properties of similar types. 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), unless such Mortgaged Property constitutes a manufactured housing community. If 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, a flood insurance policy 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 federal flood insurance program. Each Mortgaged Property located in California or in seismic zones 3 and 4 is covered by seismic insurance to the extent such Mortgaged Property has a probable maximum loss of greater than twenty percent (20%) of the replacement value of the related improvements, calculated using methodology acceptable to a reasonably prudent commercial mortgage lender with respect to similar properties in the same area or earthquake zone. Each Mortgaged Property located within Florida or within 25 miles of the coast of North Carolina, South Carolina, Georgia, Alabama, Mississippi, Louisiana or Texas is insured by windstorm insurance in an amount at least equal to the lesser of (i) the outstanding principal balance of the related Mortgage Loan and (ii) 100% of the insurable replacement cost of the improvements located on such Mortgaged Property (less physical depreciation). 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 at least 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. Additionally, for any Mortgage Loan having a Cut-off Date 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 or financial strength rating from S&P or Moody's of not less than A-minus (or the equivalent), or from A.M. Best Company of not less than "A-minus: V" (or the equivalent) and, if rated by Fitch, of not less than "A-" from Fitch (or the equivalent). With respect to each Mortgage Loan, the related Mortgage Loan documents require that the related Mortgagor or a tenant of such Mortgagor maintain insurance as described above or permit the related mortgagee to require insurance as described above. Except under circumstances that would be reasonably acceptable to a prudent commercial 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 all or part 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 Mortgagor 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 Mortgagor 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 representation 18 below). Each Mortgaged Property is insured by an "all-risk" casualty insurance policy that does not contain an express exclusion for (or, alternatively, is covered by a separate policy that insures against property damage resulting from) acts of terrorism. 15. Taxes and Assessments. There are no delinquent property taxes or assessments or other outstanding charges affecting any Mortgaged Property securing a Mortgage Loan that are a lien of priority equal to or higher than the lien of the related Mortgage and that have not been paid or 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 assessments and other charges shall not be considered delinquent until the date on which interest and/or penalties would be payable thereon. 16. Mortgagor Bankruptcy. No Mortgagor 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 or an endorsement to the related Title Policy, or based on such other due diligence considered reasonable by prudent commercial mortgage lenders in the lending area where the subject Mortgaged Property is located (including, without limitation, when commercially reasonable, a representation of the related Mortgagor at the time of origination of the subject Mortgage Loan), the improvements located on or forming part 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). In the case of each legal non-conforming use or structure, the related Mortgaged Property may be restored or repaired to the full extent of the use or structure at the time of such casualty or law and ordinance coverage has been obtained in an amount that would be required by prudent commercial mortgage lenders (or, if the related Mortgaged Property may not be restored or repaired to the full extent of the use or structure at the time of such casualty and law and ordinance coverage has not been obtained in an amount that would be required by prudent commercial mortgage lenders, such fact does not materially and adversely affect the Value of the related Mortgaged Property). 18. Material Leasehold Estate. If any Mortgage Loan is secured by the interest of a Mortgagor as a lessee under a ground lease of all or a material portion of a Mortgaged Property (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 such Mortgaged Property or such material portion thereof (the "Fee Interest"), then: (i) such Ground Lease or a memorandum thereof has been or will be promptly submitted for recordation; such Ground Lease permits the interest of the lessee thereunder to be encumbered by the related Mortgage; 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; and if required by such Ground Lease, the lessor thereunder has received notice of the lien of the related Mortgage in accordance with the provisions of such Ground Lease; (ii) 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 the related Fee Interest and Permitted Encumbrances; (iii) upon foreclosure of such Mortgage Loan (or acceptance of a deed in lieu thereof), the Mortgagor'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 amounts owed thereunder have been paid; (iv) such Ground Lease is in full force and effect, and, to the Seller's knowledge, no material default has occurred under such Ground Lease; (v) such Ground Lease requires the lessor thereunder to give notice of any default by the lessee to the mortgagee under such Mortgage Loan; and 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; (vi) 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; (vii) such Ground Lease either (i) has an original term which extends not less than twenty (20) years beyond the Stated Maturity Date of such Mortgage Loan, or (ii) has a term, if with extension options that are exercisable by the lender upon its taking possession of the Mortgagor's leasehold interest are exercised, would cause the term of such Ground Lease to extend not less than twenty (20) years beyond the Stated Maturity Date of such Mortgage Loan; (viii) such Ground Lease requires the lessor to enter into a new lease with a mortgagee upon termination of such Ground Lease for any reason, including as a result of a rejection of such Ground Lease in a bankruptcy proceeding involving the related Mortgagor, unless the mortgagee under such Mortgage Loan fails to cure a default of the lessee that is susceptible to cure by the mortgagee under such Ground Lease following notice thereof from the lessor; (ix) under the terms of such Ground Lease and the related Mortgage or related Mortgage Loan documents, taken together, any related 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 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 mortgage lender), or (ii) to the payment of the outstanding principal balance of the Mortgage Loan together with any accrued interest thereon; (x) such Ground Lease does not impose any restrictions on subletting which would be viewed as commercially unreasonable by a prudent commercial mortgage lender in the lending area where the related Mortgaged Property is located at the time of the origination of such Mortgage Loan; and (xi) such Ground Lease provides that (i) it may not be amended, modified, cancelled or terminated without the prior written consent of the mortgagee under such Mortgage Loan, and (ii) any such action without such consent is not binding on such mortgagee, its successors or assigns. 19. Qualified Mortgage. Each Mortgage Loan is a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code and Treasury Regulations Section 1.860G-2(a) (but without regard to the rule in Treasury Regulations Section 1.860G-2(a)(3) or Section 1.860G-2(f)(2) that treats a defective obligation as a qualified mortgage under certain circumstances). Each Mortgage Loan is directly secured by an interest in real property (within the meaning of Treasury Regulations Section 1.856-3(c) and 1.856-3(d)), and either (1) the fair market value of the interest in real property which secures such Mortgage Loan was at least equal to 80% of the principal amount of such Mortgage Loan at the time the Mortgage Loan was (a) originated or modified (within the meaning of Treasury Regulations Section 1.860G-2(b)(1)) or (b) contributed to the Trust Fund, or (2) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect an interest in real property and such interest in real property was the only security for the Mortgage Loan at the time such Mortgage Loan was originated or modified. For purposes of the previous sentence, the fair market value of the referenced interest in real property shall first be reduced by (1) the amount of any lien on such interest in real property that is senior to the Mortgage Loan, and (2) a proportionate amount of any lien on such interest in real property that is in parity with the Mortgage Loan. 20. Advancement of Funds. In the case of each Mortgage Loan, neither the Seller nor, to the Seller's knowledge, any prior holder of such Mortgage Loan has advanced funds or induced, solicited or knowingly received any advance of funds from a party other than the owner of the related Mortgaged Property (other than (a) amounts paid by the tenant as specifically provided under a related lease or by the property manager or (b) application and commitment fees, escrow funds, points and reimbursements for fees and expenses incurred in connection with the origination and funding of the Mortgage Loan), 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 Mortgagor, 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 and may be compounded monthly and shall be payable only after the outstanding principal of such Mortgage Loan is paid in full, and (b) subject to available funds, 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. 22. Legal Proceedings. To the Seller's knowledge, there are no pending actions, suits, proceedings or governmental investigations by or before any court or governmental authority against or affecting the Mortgagor under any Mortgage Loan or the related Mortgaged Property that, if determined adversely to such Mortgagor or Mortgaged Property, would materially and adversely affect the value of the Mortgaged Property as security for such Mortgage Loan or the current ability of the Mortgagor to pay principal, interest or any other amounts due under such Mortgage Loan. 23. Other Mortgage Liens. Except with respect to another Mortgage Loan (which will also be an asset of the Trust Fund) cross-collateralized with a Mortgage Loan, none of the Mortgage Loans permits the related Mortgaged Property to be encumbered by any other mortgage lien junior to or of equal priority with the lien of the related Mortgage without the prior written consent of the holder thereof or the satisfaction of debt service coverage or similar criteria specified therein. To the Seller's knowledge, except as indicated in the preceding sentence and except for cases involving other Mortgage Loans, none of the Mortgaged Properties securing the Mortgage Loans is encumbered by any mortgage liens junior to or of equal priority with the liens of the related Mortgage. The related Mortgage Loan documents require the Mortgagor under each Mortgage Loan to pay all reasonable costs and expenses related to any required consent to an encumbrance, including any applicable Rating Agency fees, or would permit the related mortgagee to withhold such consent if such costs and expenses are not paid by a party other than such mortgagee. 24. No Mechanics' Liens. As of the date of origination, each Mortgaged Property securing a Mortgage Loan (exclusive of any related personal property) was free and clear of any and all mechanics' and materialmen's liens that were prior or equal to the lien of the related Mortgage and that were not bonded or escrowed for or covered by title insurance. As of the Closing Date, to the Seller's knowledge: (i) each Mortgaged Property securing a Mortgage Loan (exclusive of any related personal property) 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 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. Other than any default interest or late charges, each Mortgage Loan (other than ARD Loans after their respective Anticipated Repayment Dates) complied with, or was exempt from, all applicable usury laws in effect at its date of origination. 26. Licenses and Permits. 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 Mortgagor at the time of origination of such Mortgage Loan, (v) a zoning report from a zoning consultant, or (vi) other due diligence that a commercially reasonable originator of similar mortgage loans in the jurisdiction where the related Mortgaged Property is located customarily performs in the origination of comparable mortgage loans, the related Mortgagor, the related lessee, franchise or operator 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. 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 Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), in connection with a defeasance of the related Mortgage Loan; provided that the Mortgage Loans that are Crossed Loans, and the other individual Mortgage Loans secured by multiple parcels, may require the respective mortgagee(s) to grant releases of 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 or (ii) the payment of a release price in connection therewith; and provided, further, that certain Crossed Groups or individual Mortgage Loans secured by multiple parcels may permit the related Mortgagor to obtain the release of one or more of the related Mortgaged Properties by substituting comparable real estate property, subject to, among other conditions precedent, receipt of confirmation from each Rating Agency that such release and substitution will not result in a qualification, downgrade or withdrawal of any of its then-current ratings of the Certificates; and provided, further, that 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 underwriting the Mortgage Loan. 29. Defeasance. Each Mortgage Loan that contains a provision for any defeasance of mortgage collateral permits defeasance (i) no earlier than two years following the Closing Date and (ii) only with substitute collateral constituting "government securities" within the meaning of Section 2(a) (16) of the Investment Company Act. To the Seller's knowledge, the provisions of each such Mortgage Loan, if any, permitting defeasance are only for the purpose of facilitating the disposition of a Mortgaged Property and are not part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages. 30. Defeasance and Assumption Costs. If any Mortgage Loan permits defeasance, then the related Mortgage Loan documents provide that the related Mortgagor is responsible for the payment of all reasonable costs and expenses associated with defeasance incurred by the related mortgagee, including Rating Agency fees. If any Mortgage Loan permits assumptions, then the related Mortgage Loan documents provide that the related Mortgagor is responsible for all reasonable costs and expenses associated with an assumption incurred by the related mortgagee. 31. 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, late charge or prepayment premium. 32. Inspection. The Seller or an affiliate thereof inspected, or caused the inspection of, the related Mortgaged Property within the preceding twelve (12) months. 33. No Material Default. To the Seller's knowledge, there exists no material default, breach, violation or event of acceleration under the Mortgage Note or Mortgage for any Mortgage Loan (other than payments due but not yet 30 days or more delinquent); provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that pertains to or arises out of the subject matter otherwise covered by any other representation and warranty made by the Seller in this Schedule I. 34. Due-on-Sale. The Mortgage, Mortgage Note or loan agreement 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 any direct controlling equity interest in the related Mortgagor, is transferred or sold, other than by reason of family and estate planning transfers, transfers by devise or descent or by operation of law upon death, transfers of less than a controlling interest in the Mortgagor, transfers of shares in public companies or other publicly traded interests, issuance of non-controlling new equity interests, transfers to an affiliate or to another pre-approved person, types of persons or categories of persons meeting the requirements of the Mortgage Loan, transfers among existing direct or indirect members, partners or shareholders in the Mortgagor, transfers among affiliated Mortgagors with respect to cross-collateralized Mortgage Loans or multi-property Mortgage Loans, transfers among co-Mortgagors, transfers of worn-out or obsolete furniture, furnishings and equipment or transfers of a similar nature to the foregoing meeting the requirements of the Mortgage Loan. 35. Single Purpose Entity. The Mortgagor on each Mortgage Loan with a Cut-off Date Balance of $10,000,000 or more was, as of the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents provide substantially to the effect that during the term of the Mortgage Loan it may only own and operate one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents generally further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any material assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from any other person, that it holds itself out as a legal entity (separate and apart from any other person), that it will not guarantee or assume the debts of any other person, that it will not commingle assets with affiliates (other than co-obligors under the Mortgage Loan documents), and that it will not transact business with affiliates (except to the extent required by any cash management provisions of the related Mortgage Loan documents) except on an arm's-length basis. 36. Whole Loan. Each Mortgage Loan is a whole loan (which term includes any Mortgage Loan that is part of a Loan Combination, but does not include any related Non-Trust Loan) and not a participation interest in a mortgage loan. 37. Tax Parcels. Each Mortgaged Property constitutes one or more complete separate tax lots or is subject to an endorsement under the related Title Policy insuring same, or in certain instances an application has been made to the applicable governing authority for creation of separate tax lots, which shall be effective for the next tax year. 38. ARD Loans. Each ARD Loan requires scheduled monthly payments of principal and/or interest. If any ARD Loan is not paid in full by its Anticipated Repayment Date, and assuming it is not otherwise in default, (i) the rate at which such ARD Loan accrues interest will increase by at least two (2) percentage points and (ii) the related Mortgagor is required to enter into a lockbox arrangement on the ARD Loan whereby all revenue from the related Mortgaged Property shall be deposited directly into a designated account controlled by the applicable servicer. 39. Security Interests. A UCC financing statement has been filed and/or recorded, or submitted for filing and/or recording (or submitted to a title company for filing and/or recording pursuant to escrow instructions), in all places necessary to perfect (to the extent that the filing or recording of such a UCC financing statement can perfect such a security interest) a valid security interest in the personal property of the related Mortgagor granted under the related Mortgage. If any Mortgaged Property securing a Mortgage Loan is operated as a hospitality property, then (a) the security agreements, financing statements or other instruments, if any, related to the Mortgage Loan secured by such Mortgaged Property establish and create a valid security interest in all items of personal property owned by the related Mortgagor which are material to the conduct in the ordinary course of the Mortgagor's business on the related Mortgaged Property, subject only to purchase money security interests, personal property leases and security interests to secure revolving lines of credit and similar financing; and (b) one or more UCC financing statements covering such personal property have been filed and/or recorded (or have been sent for filing or recording or submitted to a title company for filing or recording pursuant to escrow instructions) wherever necessary to perfect under applicable law such security interests (to the extent a security interest in such personal property can be perfected by the filing of a UCC financing statement under applicable law). The related assignment of such security interest (but for insertion of the name of the assignee and any related information which is not yet available to the Seller) executed and delivered in favor of the Trustee constitutes a legal, valid and, subject to the limitations and exceptions set forth in representation 13 hereof, binding assignment thereof from the relevant assignor to the Trustee. Notwithstanding any of the foregoing, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC Financing Statements are required in order to effect such perfection. 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 Treasury Regulations Section 1.860G-1(b)(2). 41. Commencement of Amortization. Unless such Mortgage Loan provides for interest only payments prior to its Stated Maturity Date or, in the case of an ARD Loan, prior to its Anticipated Repayment Date, each Mortgage Loan begins to amortize prior to its Stated Maturity Date. 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 which will remain in effect after the Closing Date. 43. Recourse. The related Mortgage Loan documents contain provisions providing for recourse against the related Mortgagor, a principal or affiliate of such Mortgagor or an entity controlled by a principal or affiliate of such Mortgagor, for damages, liabilities, expenses or claims sustained in connection with the Mortgagor's fraud, material, intentional misrepresentation, material intentional physical waste or misappropriation of any tenant security deposits (in some cases, only after foreclosure or an action in respect thereof), rent (in some cases, only after an event of default), insurance proceeds or condemnation awards. The related Mortgage Loan documents contain provisions pursuant to which the related Mortgagor, a principal or affiliate of such Mortgagor or an entity controlled by a principal or affiliate of such Mortgagor, has agreed to indemnify the mortgagee for damages resulting from violations of any applicable environmental laws relating to hazardous material at the related Mortgaged Property. 44. Assignment of Collateral. There is no material collateral securing any Mortgage Loan that is not being assigned to the Purchaser. 45. Fee Simple Interest. Unless such Mortgage Loan is secured in whole or in material part by a Ground Lease and is therefore the subject of representation 18, the interest of the related Mortgagor in the Mortgaged Property securing each Mortgage Loan is a fee simple interest in real property and the improvements thereon, except for any portion of such Mortgaged Property that consists of a leasehold estate that is not a material ground lease, which ground lease is not the subject of representation 18. 46. 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 Seller or its agents (which shall include the applicable Master Servicer). All such escrow deposits are being conveyed hereunder to the Purchaser. Any and all material requirements under each Mortgage Loan as to completion of any improvements and as to disbursement of any funds escrowed for such purpose, which requirements were to have been complied with on or before the date hereof, have been complied with in all material respects or, if and to the extent not so complied with, the escrowed funds (or an allocable portion thereof) have not been released except in accordance with the terms of the related loan documents. 47. Operating Statements. In the case of each Mortgage Loan, the related Mortgage or another Mortgage Loan document requires the related Mortgagor, in some cases at the request of the lender, to provide the holder of such Mortgage Loan with at least quarterly operating statements and rent rolls (if there is more than one tenant) for the related Mortgaged Property and annual financial statements of the related Mortgagor, and with such other information as may be required therein. 48. Grace Period. With respect to each Mortgage Loan, the related Mortgage, Mortgage Note or loan agreement provides a grace period for delinquent monthly payments no longer than fifteen (15) days from the applicable Due Date or five (5) days from notice to the related Mortgagor of the default. 49. Disclosure to Environmental Insurer. If the Mortgaged Property securing any Mortgage Loan identified on Annex C as being covered by a secured creditor policy, then the Seller: (i) 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 (ii) 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 that 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. 50. No Fraud. No fraud with respect to a Mortgage Loan has taken place on the part of the Seller or any affiliated originator in connection with the origination of any Mortgage Loan. 51. 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 mortgage loan servicers with respect to whole loans. 52. Appraisal. In connection with its origination or acquisition of each Mortgage Loan, the Seller obtained an appraisal of the related Mortgaged Property, which appraisal is signed by an appraiser, who, to the Seller's knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan; the appraisal, or a letter from the appraiser, states that such appraisal satisfies 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. 53. Origination of the Mortgage Loans. The Seller originated all of the Mortgage Loans. Annex A (to Schedule I) Exceptions to the Representations and Warranties ML-CFC 2007-7 Exceptions to Representations and Warranties of the Countrywide Mortgage Loans Representation numbers referred to below relate to the corresponding Mortgage Loan representations and warranties set forth in Schedule I to the Mortgage Loan Purchase Agreement for Countrywide. Note: The Mortgage Loans known as Lewis Portfolio, Greenspring Valley Office Center, identified on Annex A-1 by ID #65 and 297 have an Indemnity Deed of Trust structure. The related borrowers under such Mortgage Loans executed and delivered the related notes to the lender and are obligated to make payments thereunder. The related property owners for such Mortgage Loans have guaranteed all amounts payable by the borrowers under the related notes, which guaranties are secured by indemnity deeds of trust in favor of the lender. With respect to the above referenced Mortgage Loans, certain of the representations regarding the borrowers refer to the property owners of the related Mortgaged Property as well. Annex A-1 ID # Mortgage Loan Exception -------------------------------------------------------------------------------- Exceptions to Representation 4: Lien; Valid Assignment 282 Beverly Blvd. Retail A restrictive covenant prohibiting Center the sale, advertisement, storage or distribution of any motor vehicle fuels, including but not limited to petroleum products, encumbers the Mortgaged Property and is not subordinate to the Mortgage Loan. If the restrictive covenant is breached, an unrelated third party has the option to purchase the Mortgaged Property, in which case the Mortgage Loan will become full recourse to the guarantor for the entire indebtedness plus yield maintenance. Exception to Representation 9: No Holdback. 2 The Commons at Calabasas The Mortgage Loan documents permit the borrower to receive a one-time future advance up to $16,000,000. The future funding will be pari passu with the Mortgage Loan, will not be an asset of the Mortgage Pool and will be secured by the Mortgaged Property. The borrower will be entitled to receive the future advance up to 3 years after the loan closing date provided, among other things, that when the advance amount is added to the then-outstanding principal balance of the loan, the total loan amount would result in an actual debt service coverage ratio of 1.29x based on a three-month trailing cash flow. Exceptions to Representation 10: Mortgage Provisions. Various All of the exceptions made to representation number 14 regarding terrorism insurance are incorporated herein by reference as if made herein. Exception to Representation 12: Environmental Conditions. 11 Georgia-Alabama Retail The Environmental Report for one of Portfolio the Mortgaged Properties (Hall Creek Center) is dated earlier than twelve months prior to the date hereof. Exceptions to Representation 14: Insurance. Various With respect to various Countrywide Mortgage Loans, (i) for so long as the Terrorism Risk Insurance Act of 2002 ("TRIA") is in effect (including any extensions), the lender is required to accept terrorism insurance which covers against "covered acts" as defined by TRIA and (ii) the borrower is required to maintain terrorism insurance (a) to the extent such coverage is available at commercially reasonable rates, and/or (b) only that amount which may be purchased up to a specified premium amount. In addition, in the event of a casualty where the borrower does not rebuild, the insurance policies generally provide that the proceeds will be reduced for depreciation. The respective Mortgage Loan documents provide that the aggregate deductible per loss for all insurance policies is not to exceed $10,000. The respective borrowers' current insurance deductibles are as follows: 40 Brea Imperial Center $25,000 for general liability coverage 45 5 Points Plaza $25,000 for property coverage 78 Silgan Containers $250,000 for property coverage 127 El Dorado Plaza $25,000 for property coverage 185 Krauss Maffei $32,000 for property coverage and $50,000 for general liability coverage. 100 Radisson Fee Interest The Mortgage Loan documents require terrorism insurance coverage but the lender waived the requirement because the collateral securing the Mortgage Loan consists of the land and not the improvements. 130 Willow Green The Mortgage Loan documents require 171 Greenville Village MHP general liability umbrella coverage 277 Mountain View Retail but such requirement has been Center waived because the borrower's primary general liability coverage was deemed sufficient. 139 Walgreens-Sunset & Western The single tenant at the Mortgaged Property self-insures under the terms of a reciprocal easement agreement. Both the Mortgage Loan sponsor and the prior owner of the Mortgaged Property executed guaranties in favor of the lender indemnifying for any losses arising out of the borrower's failure to maintain or cause to be maintained the insurance required under the loan agreement. The insurance policy covering the Mortgaged Property has a 80% co-insurance clause. The tenant is not required to maintain terrorism insurance. 148 Santee Alley The Mortgaged Property has a probable maximum loss of 22%. The lender waived its requirement that the borrower carry earthquake insurance. However, any losses arising from an earthquake are a recourse obligation of the guarantor. 173 Harding Plaza The borrower has windstorm coverage only up to $1,000,000. Any losses arising from a windstorm casualty in excess of $1,000,000 will be recourse to the guarantor. 175 Dauphine Apartments The borrower's current policy has a 242 Waterside Apartments 80% co-insurance clause for 287 French Quarter Apartments property coverage. The policy's limit exceeds the required amount by more than 25%. 300 Bradenton Self Storage The borrower's current windstorm coverage does not meet the lender's insurance requirements. The Mortgage Loan documents provide that any losses arising from windstorm damage will be recourse to the guarantor in an amount equal to the difference between the actual insurance proceeds received and the amount of insurance proceeds that would have been received had the borrower obtained the lender's required insurance coverage. 326 Debbie Manor Terrorism insurance and windstorm insurance are not required under the Mortgage Loan documents and have not been obtained. Exception to Representation 17: Local Law Compliance 175 Dauphine Apartments The Mortgaged Properties are legal 242 Waterside Apartments non-conforming due to density 287 French Quarter Apartments requirements. The borrower did not obtain law and ordinance coverage; any losses from the borrower's failure to obtain law and ordinance coverage are a recourse obligation of the guarantor. Exceptions to Representation 18: Material Leasehold Estate 13 Morehead Medical Plaza (x) The Ground Lease imposes restrictions on the type of medical office tenants permitted under a sublet arrangement. 66 S8 Portfolio (vii) The Ground Lease for one of the Mortgaged Properties has an original term that ends prior to twenty years beyond the Stated Maturity Date and there are no extension options. (xi) The Ground Lease for one of the Mortgaged Properties requires the lessor and lessee to obtain the mortgagee's prior written consent prior to any amendment or modification; the Ground Lease, however, does not explicitly state that any such action is non-binding on the mortgagee without such consent. 120 Heinz Distribution Center (v) The Ground Lease does not state that no notice of termination given under the Ground Lease is effective against the mortgagee under such Mortgage Loan unless a copy has been delivered to such mortgagee. 234 Esplanade (viii) The Ground Lease does not require the lessor to enter into a new lease with a mortgagee upon termination of such Ground Lease for any reason. Exceptions to Representation 22: Legal Proceedings 31 Village Commons-Corinthian One of the Mortgage Loan sponsors College and its wholly owned broker-dealer subsidiary are currently subject to a Securities and Exchange Commission ("SEC") investigation that commenced in March, 2004. The investigation involves payments made to third-party broker dealers by the Mortgage Loan sponsor. Although the SEC has not initiated any regulatory action, the Mortgage Loan sponsor expects that the SEC may pursue an action in the future. The SEC could require the Mortgage Loan sponsor to make an offer of rescission to the affected shareholders, impose administrative penalties or fines, disgorge commissions and profits, or require different or additional penalties and relief. 256 UCLA Medical Office The borrower is subject to a lawsuit involving the transfer of the Mortgaged Property. The plaintiff owned a minority interest in the entity that previously owned the Mortgaged Property and disputes the dissolution of that entity. The plaintiff has recorded a document evidencing a claim to the Mortgaged Property. An interest in the Mortgaged Property could be awarded to the plaintiff. The title company, however, has insured over the recorded claim because it believes no reversion of title will occur. The guarantor has also provided a cash bond and an indemnity to the title company. Exceptions to Representation 23: Other Mortgage Liens. 2 The Commons at Calabasas The Mortgage Loan documents permit the borrower to receive a one-time future advance up to $16,000,000. The future funding will be pari passu with the Mortgage Loan, will not be an asset of the Mortgage Pool and will be secured by the Mortgaged Property. The borrower will be entitled to receive the future advance up to 3 years after the loan closing date provided, among other things, that when the advance amount is added to the then-outstanding principal balance of the loan, the total loan amount would result in an actual debt service coverage ratio of 1.29x based on a three-month trailing cash flow. 11 Georgia-Alabama Retail The Mortgage Loan is part of a loan Portfolio combination and is cross-collateralized with a pari passu A-note and a subordinate B-note, both of which are outside the Mortgage Pool. 101 Hillwood Apartments The Mortgage Loan is part of a loan combination and is cross-collateralized with the related B-Note loan that is outside the Mortgage Pool. 239 Somerset Meadows The Mortgage Loan is part of a loan combination and is cross-collateralized with the related B-Note loan that is outside the Mortgage Pool. Exceptions to Representation 26: Licenses and Permits. 65 Lewis Portfolio At one of the Mortgaged Properties, two of the tenant's building permits have expired and no certificates of occupancy were obtained. The tenant represents 2.4% of the total square feet of the Mortgaged Properties and 2.9% of the underwritten cashflow. The applicable zoning authority may compel compliance with the applicable zoning laws. Exceptions to Representation 27: Cross-Collateralization. 2 The Commons at Calabasas See Exceptions to Representation 23. 11 Georgia-Alabama Retail The Mortgage Loan is part of a loan Portfolio combination and is cross-collateralized with a pari passu A-note and a subordinate B-note, both of which are outside the Mortgage Pool. 101 Hillwood Apartments The Mortgage Loan is part of a loan combination and is cross-collateralized with the related B-Note loan that is outside the Mortgage Pool. 239 Somerset Meadows The Mortgage Loan is part of a loan combination and is cross-collateralized with the related B-Note loan that is outside the Mortgage Pool. Exceptions to Representation 28: Releases of Mortgaged Property. 19 Warwick Hotel Denver The Mortgage Loan documents permit the release of a certain parcel of the Mortgaged Property occupied by a parking garage provided that (i) the LTV ratio is not more than 75% and (ii) the DSCR is at least 1.35x. 99 Vineyard Plaza The Mortgage Loan documents permit the release of a 1.364 acre developed parcel of the Mortgaged Property. The lender gave no material value to this parcel when underwriting the Mortgage Loan. Exception to Representation 31: Fixed Rate Loans 326 Debbie Manor The Mortgage Loan has a fixed rate of interest through the 10th year of the related loan term and thereafter has a floating rate based on an index specified in the related note. The Mortgage Loan documents provide that the floating interest rate must be at least as high as the original fixed interest rate. Exceptions to Representation 34: Due-on Sale. All Countrywide Mortgage The Countrywide Mortgage Loan Loans documents permit, without consent of the lender, the transfer (i) of more than 49% of the total direct or indirect equity interest in the borrower or any indirect or direct equity interest that results in a change of control of the borrower, or (ii) of all or substantially all of the Mortgaged Property, in each case, to another party (the "Transferee Borrower"), provided that prior to such sale or transfer certain of the following conditions are met: (a) the payment of a transfer fee (in most cases) by the borrower, (b) reasonable approval by the lender of the identity, experience, financial condition, creditworthiness, single purpose nature and bankruptcy remoteness of the Transferee Borrower and the replacement guarantors and indemnitors, (c) the delivery of acceptable documentation as may be reasonably required by the lender from the borrower, the Transferee Borrower, guarantor and the replacement guarantors and indemnitors (including, without limitation, assumption documents), (d) delivery of the opinion letters relating to such transfer (including, without limitation, tax, bankruptcy and REMIC opinions) in form and substance reasonably satisfactory to the lender in the lender's reasonable discretion, (e) delivery of title endorsement acceptable to the lender and (f) payment from the borrower of all reasonable expenses incurred by the lender in connection with such transfer, including, without limitation, the lender's reasonable attorneys fees and expenses, all recording fees, and all fees payable to the Title Company for the delivery to lender of title endorsements. With respect to certain of the Countrywide Mortgage Loans, the Mortgage Loan documents permit, without consent, transfers (w) that result in no change in the managerial control of the borrower, (x) among existing principals, even if there is a change in control, (y) that accommodate a 1031 exchange or reverse 1031 or (z) with respect to Mortgage Loans to tenant-in-common borrowers, transfers among and to additional tenant-in-common borrowers. In addition the Countrywide Mortgage Loan documents generally provide that in determining whether the transfer of equity interests in the borrower is a permitted transfer not requiring the lender's prior consent, such determination is made by looking to transfers of "direct or indirect", "legal or beneficial equity interests" (rather than solely a direct equity transfer in the borrower resulting in a change of control under this Representation) and limits such transfers to an aggregate 49% interest that does not result in a change of control of the borrower. Also, the Countrywide Mortgage Loan documents permit transfers of non-material leases or material leases that are approved by lender. With respect to any borrower that is not a single purpose entity, such borrower and/or its direct or indirect owners may not be prohibited from incurring other debt. 12 Kauai Village Retail The Mortgage Loan documents permit Center the borrower to split the Mortgage Loan into two separate un-crossed loans ( the "Safeway Parcel Loan" and the "Longs Parcel Loan") and to transfer one of the properties to a new SPE (either under the same ownership of the current borrower or new ownership (subject to the transfer provisions in the Mortgage Loan documents)) and subject to the satisfaction of certain conditions including but not limited to: (i) the Mortgaged Property has been subdivided into two separate parcels, (ii) the Mortgage Loan documents have been amended to evidence the two separate loans and the new loan principal amounts, (iii) a replacement letter of credit is provided to the lender with respect to the Longs Parcel Loan and (iv) the DSCR for each new loan is at least 1.25x. For a list of Mortgage Loans with existing related mezzanine debt, see attached Schedule A. For a list of Mortgage Loans that permit mezzanine debt in the future, see attached Schedule B. The following Mortgage Loans documents permit secured subordinate debt: 13 Morehead Medical Plaza The Mortgage Loan documents permit the borrower to incur future secured subordinate debt subject to the satisfaction of conditions including but not limited to: (1) an aggregate DSCR of at least 1.10x, (2) the aggregate LTV ratio is not more than 75%, and (3) the delivery of an acceptable subordination and standstill agreement. 33 Rainbow Sunset Pavilion The Mortgage Loan documents permit the borrower to incur future secured subordinate debt subject to the satisfaction of conditions including but not limited to: (1) an aggregate DSCR of at least 1.25x based on an actual loan constant, (2) an aggregate DSCR of at least 1.15x at a 9.25% loan constant, (3) the aggregate LTV ratio is not more than 75% and (4) the delivery of an acceptable intercreditor agreement. 43 Mallard Pointe The Mortgage Loan documents permit the borrower to incur future secured subordinate debt subject to the satisfaction of conditions including but not limited to: (1) an aggregate DSCR of at least 1.20x, (2) the aggregate LTV ratio is not more than 80% and (3) delivery of an acceptable subordination and standstill agreement. The following Mortgage Loan documents permit unsecured subordinate debt (excluding such debt that is permitted in the ordinary course of business): 19 Warwick Hotel Denver The Mortgage Loan documents permit the borrower to incur unsecured subordinate debt in an amount not to exceed $10,000,000. The borrower must execute a subordination and standstill agreement upon incurring such debt. 57 Homewood Suites The Mortgage Loan documents permit Gainesville the borrower to incur unsecured subordinate debt from its affiliates in an amount not to exceed $400,000 and such debt will be subject to a subordination and standstill agreement. 95 American Self Storage The Mortgage Loan documents permit the borrower to incur unsecured subordinate debt in an amount not to exceed 5% of the loan amount. The unsecured subordinate debt may be incurred only for purposes related to the Mortgaged Property and the borrower must execute a subordination and standstill agreement upon incurring such debt. 181 Apple Valley Apartments The Mortgage Loan documents permit the borrower to incur unsecured subordinate debt from its partners or members in an amount not to exceed 5% of the loan amount. 309 Candlestick Park MHP The borrower currently has an unsecured line of credit with a maximum principal balance not to exceed $125,000. Exception to Representation 35: Single Purpose Entity. 43 Mallard Pointe The borrower is not a single purpose entity. Exceptions to Representation 39: Security Interests. 171 Greenville Village MHP The sole member of the borrower, Greenville Village of Wilmington ("GVW") was the previous owner of the Mortgaged Property. GVW owns 42 of the mobile home units under lease-to-purchase contracts with third parties, and GVW did not transfer to the borrower the title to these units. GVW pledged its interest in the lease-to-purchase contracts to the lender as additional collateral for the Mortgage Loan. The lender makes no representation as to the perfection of any security interest in GVW's title to the GVW-owned mobile homes or the rent associated with such homes. 326 Debbie Manor UCC financing statements have been filed and recorded only in the local jurisdiction where the related Mortgaged Property is located. Exceptions to Representation 45: Fee Simple Interest. Various Certain Countrywide Loans With respect to any Mortgage Loan in which the interest encumbered under the Mortgage is the overlapping fee and leasehold interest in the entire Mortgaged Property (and as such, treated as a fee interest in the Mortgaged Property), such Mortgage Loan is not the subject of representation 18 and such Mortgage Loan is not being listed here as an exception to this representation 45. 100 Radisson Fee Interest The borrower owns the fee interest in the land but not the leasehold interest in the hotel located at the Mortgaged Property. 139 Walgreens-Sunset & Western The Mortgaged Property consists of a retail parcel in a mixed-use development that is divided under a reciprocal easement agreement. The borrower owns the fee interest in the Walgreens building but does not have an interest in any of: (i) the ground on which the building is located, (ii) the apartment units on a floor above the Walgreens building, (iii) the residential units in a four story building that wraps around the Walgreens building, or (iv) the parking garage located below the Walgreens building. Through the reciprocal easement agreement, the borrower has easement rights over the parking garage and the ground. Exception to Representation 53: Origination of the Mortgage Loans. 326 Debbie Manor The Mortgage Loan was originated by Impac Commercial Capital Corporation and purchased by Countrywide prior to securitization. Schedule A List of Mortgage Loans with related existing Mezzanine Debt
` ` Original Mezzanine Intercreditor Agreement Annex A-1 ID # Mortgaged Property Name Debt Balance (Yes or No) -------------- ------------------------------ ------------------ ----------------------- 50 Evergreen Apartments-Las Vegas $1,000,000 Yes 97 Southern Cove Apartments $500,000 Yes 114 Sienna Gardens $360,000 Yes 304 GSA Chicago Heights $915,631 Yes
Schedule B List of Mortgage Loans that permit future Mezzanine Debt
` ` ` ` Intercreditor ` ` ` ` Agreement Annex A-1 ID# Mortgaged Property Maximum LTV Ratio Minimum DSCR (Yes or No) ------------- ------------------------ ----------------- ------------ ------------- 12 Kauai Village Retail 80% 1.25x Yes ` Center ` ` ` 21 Parkview Village 80% 1.20x Yes 27 Lincoln Center West 80% 1.20x Yes ` (Santa Monica) ` ` ` 29 Reserve Lofts 80% 1.00x Yes 30 Willow Springs(1) 75% 1.20x Yes ` Apartments ` ` ` 40 Brea Imperial Center(2) 80% 1.20x Yes 45 5 Points Plaza 80% 1.20x Yes 49 Mirbeau Inn and Spa(2) 85% 1.30x Yes 55 Meridian Tower(3) 85% 1.10x Yes 78 Silgan Containers(4) 85% 1.10x Yes 86 Hostess Building(3) 80% 1.20x Yes 100 Radisson Fee Interest(3) 85% 1.07x Yes 109 Cypress Station Shopping 70% 1.20x Yes ` Center(1) ` ` ` 118 Rite Hite Holding 80%(5) 1.15x(6) Yes ` Company(2) ` ` ` 120 Heinz Distribution 80%(5) 1.15x(6) Yes ` Center(2) ` ` ` 188 Mesa Ridge 85% 1.07x Yes 239 Somerset Meadows 80% 1.20x Yes 251 3433 Connecticut Avenue 80% 1.20x Yes
(1) Not permitted to be incurred in the first 24 months of the related loan closing. (2) Not permitted to be incurred in the first 12 months of the related loan closing. (3) Not permitted to be incurred in the first 18 months of the related loan closing. (4) The tenant must have exercised its expansion option (pursuant to its lease) prior to incurring mezzanine debt. (5) No greater than 90% prior to incurring mezzanine debt. (6) At least 1.07x prior to incurring mezzanine debt. Annex B (to Schedule I) Mortgaged Properties as to Which the Only Environmental Investigations Conducted in Connection with the Origination of the Related Mortgage Loan Were With Respect to Asbestos-Containing Materials and Lead-Based Paint. (Representation 12) None. Annex C (to Schedule I) Mortgage Loans Covered By Secured Creditor Environmental Insurance Policies (Representations 12 and 49) None. SCHEDULE II Mortgage Loan Schedule [Attached] MLCFC 2007-7: Mortgage Loan Schedule
Loan # Loan Group Property Name Loan / Property Originator ------ ---------- ----------------------------------------------- --------------- ---------- 2 1 The Commons at Calabasas Loan CRF 7 1 Renaissance III Retail Loan CRF 11 1 The Georgia-Alabama Retail Portfolio Loan CRF 11.01 1 Metro Atlanta Comm Prop 8115 Property CRF 11.02 1 Atlanta Road Center Property CRF 11.03 1 Stone Mill Center Property CRF 11.04 1 Bouldercrest & 285 Property CRF 11.05 1 South Peachtree Center Property CRF 11.06 1 Arnold Mill Center Property CRF 11.07 1 Skyview Center Property CRF 11.08 1 Six Flags Center Property CRF 11.09 1 Sylvan Property Property CRF 11.10 1 Flat Shoals Convenience Center Property CRF 11.11 1 South Atlanta Center Property CRF 11.12 1 Mount Zion & Highway 138 Property CRF 11.13 1 Metro Atlanta Comm Prop 8159 Property CRF 11.14 1 Excell In 11 Property CRF 11.15 1 Hall Creek Center Property CRF 11.16 1 Annistown Center Property CRF 11.17 1 Lenora Center Property CRF 11.18 1 Burnt Hickory Center Property CRF 11.19 1 Elbert Center Property CRF 11.20 1 Excell In 14 Property CRF 11.21 1 Irwin Bridge Center Property CRF 11.22 1 Highway 120 Center Property CRF 11.23 1 Wesley Chapel Center Property CRF 11.24 1 Excell In 16 Property CRF 11.25 1 Hill Street Center Property CRF 11.26 1 Snapfinger Center Property CRF 11.27 1 Excell In 05 Property CRF 11.28 1 Killian Hill Center Property CRF 11.29 1 Excell Out Town Properties Property CRF 11.30 1 Excell Out Town Properties Property CRF 11.31 1 Excell Out Town Properties Property CRF 11.32 1 Lakeridge Village Center Property CRF 11.33 1 Locust Grove Center Property CRF 11.34 1 Big A Center Property CRF 11.35 1 Highway 369 Center Property CRF 11.36 1 Excell In 07 Property CRF 11.37 1 Excell In 10 Property CRF 11.38 1 Excell In 12 Property CRF 11.39 1 Excell In 15 Property CRF 11.40 1 Noah's Ark Property CRF 11.41 1 Crystal Creek Center Property CRF 11.42 1 North Georgia Comm Prop 0040 Property CRF 11.43 1 North Georgia Comm Prop 0042 Property CRF 11.44 1 North Georgia Comm Prop 0039 Property CRF 11.45 1 North Georgia Comm Prop 0022 Property CRF 11.46 1 Excell In 03 Property CRF 11.47 1 Excell In 04 Property CRF 11.48 1 Mount Vernon Property CRF 11.49 1 North Georgia Comm Prop 0029 Property CRF 11.50 1 Excell Out Town Properties Property CRF 11.51 1 Northwest Georgia Comm Prop 8769 Property CRF 11.52 1 Metro Atlanta Comm Prop 8165 Property CRF 11.53 1 Excell In 09 Property CRF 11.54 1 Metro Atlanta Comm Prop 8102 Property CRF 11.55 1 Metro Atlanta Comm Prop 0518 Property CRF 11.56 1 Northwest Georgia Comm Prop 8754 Property CRF 11.57 1 Excell In 13 Property CRF 11.58 1 Excell In 08 Property CRF 11.59 1 Jefferson Street Center Property CRF 11.60 1 Northwest Georgia Comm Prop 0058 Property CRF 11.61 1 Northwest Georgia Comm Prop 0051 Property CRF 11.62 1 Northwest Georgia Comm Prop 8785 Property CRF 12 1 Kauai Village Retail Center Loan CRF 13 1 Morehead Medical Plaza Loan CRF 15 1 150 Bay Street Loan CRF 19 1 Warwick Hotel Denver Loan CRF 21 1 Parkview Village Loan CRF 27 1 Lincoln Center West (Santa Monica) Loan CRF 29 2 Reserve Lofts Loan CRF 30 2 Willow Springs Apartments Loan CRF 31 2 Village Commons - Corinthian College Loan CRF 33 1 Rainbow Sunset Pavilion Loan CRF 36 1 American Home Furnishings Loan CRF 38 1 Shamrock Village Loan CRF 39 1 HCP Tranche I Loan CRF 39.1 1 Keller Property CRF 39.2 1 Wright Property CRF 39.3 1 Wylie Property CRF 40 1 Brea Imperial Center Loan CRF 43 2 Mallard Pointe Loan CRF 44 1 Stonebriar Common Office # 1,3,6,7 Loan CRF 45 1 5 Points Plaza Loan CRF 49 1 Mirbeau Inn and Spa Loan CRF 50 2 Evergreen Apartments - Las Vegas Loan CRF 55 1 Meridian Tower Loan CRF 56 2 Meadow Manor MHC Loan CRF 57 1 Homewood Suites Gainesville Loan CRF 58 2 870 Hilgard Apartments Loan CRF 64 2 Lakes at Stone Mountain Loan CRF 65 1 Lewis Portfolio Loan CRF 65.1 1 Westminster Professional Center Property CRF 65.2 1 Woodbridge Station Property CRF 65.3 1 Littlestown Village Apartments Property CRF 65.4 1 Fountain Green Plaza Property CRF 65.5 1 The Old Fire House Property CRF 65.6 1 Rikirs Plaza Property CRF 65.7 1 Shrewsbury Plaza Property CRF 65.8 1 St. Gregory Center Property CRF 66 1 S8 Portfolio Loan CRF 66.1 1 S8 Portfolio - Jackson Property CRF 66.2 1 S8 Portfolio - Cody Property CRF 66.3 1 S8 Portfolio - Coeur d'Alene Property CRF 72 1 Sunrise City Plaza Loan CRF 73 1 Centennial Marketplace Loan CRF 75 1 Black Canyon Industrial Loan CRF 78 1 Silgan Containers Loan CRF 79 1 Guardian Storage OF & WP Loan CRF 79.1 1 Guardian Storage WP Property CRF 79.2 1 Guardian Storage OF Property CRF 80 1 Hilton Garden Inn - Elmira Loan CRF 84 1 Sun City West Plaza Loan CRF 86 1 Hostess Building Loan CRF 89 1 9835 Goethe Drive Loan CRF 93 1 AmeriSuites (Hyatt Place) Hotel Raleigh Durham Loan CRF 94 1 Demag Industrial Loan CRF 95 1 American Self Storage Loan CRF 97 2 Southern Cove Apartments Loan CRF 99 1 Vineyard Plaza Loan CRF 100 1 Radisson Fee Interest Loan CRF 101 2 Hillwood Apartments Loan CRF 104 1 Rekucki Portfolio Loan CRF 104.1 1 1772 Self Storage Property CRF 104.2 1 Clifton Park Self Storage Property CRF 104.3 1 1581 Route 9 Property CRF 104.4 1 257 Ushers Road Property CRF 104.5 1 6 Executive Park Drive Property CRF 109 1 Cypress Station Shopping Center Loan CRF 110 1 Walgreens - South Gate, CA Loan CRF 111 1 Serrano Marketplace Loan CRF 114 1 Sienna Gardens Loan CRF 115 1 III United Plaza Loan CRF 116 1 Country Club Village Loan CRF 118 1 Rite Hite Holding Company Loan CRF 119 1 Cooper Point Village Retail Loan CRF 120 1 Heinz Distribution Center Loan CRF 121 2 Eastmark at Wolfpen Apart Loan CRF 127 1 El Dorado Plaza Loan CRF 129 1 Briar Hills Office Building Loan CRF 130 2 Willow Green Loan CRF 132 1 Hampton Inn Loveland Loan CRF 138 1 Santa Monica Main Street and Burbank Properties Loan CRF 138.1 1 Burbank Property CRF 138.2 1 Santa Monica Main Street Property CRF 139 1 Walgreens - Sunset & Western Loan CRF 140 2 Ridgewood Apartments - Las Vegas Loan CRF 144 1 Walgreens - Aurora IL Loan CRF 148 1 Santee Alley Loan CRF 150 1 Shaw Blackstone Center Loan CRF 153 2 Murphy - Autumn Hills Apartments Loan CRF 154 2 Murphy - Park Bridge Apartments Loan CRF 155 2 Murphy - Sandpiper Apartments Loan CRF 156 1 Expo Center Loan CRF 168 1 Rouses Market Place Shopping Center Loan CRF 171 1 Greenville Village MHP Loan CRF 173 1 Harding Plaza Loan CRF 175 2 Dauphine Apartments Loan CRF 176 1 Mountain Vista Plaza Loan CRF 181 2 Apple Valley Apartments Loan CRF 183 1 Comfort Suites SouthHaven Loan CRF 185 1 Krauss Maffei Industrial Loan CRF 188 1 Mesa Ridge Loan CRF 201 1 Hampton Inn Livermore Loan CRF 204 1 Milpitas Retail Loan CRF 205 2 222 S Tower Drive Apartments Loan CRF 207 1 Fruitville Crossing Shopping Center Loan CRF 209 2 The Lakes Apartments Loan CRF 213 1 3300 Pennsy Drive Loan CRF 217 1 Guthrie Medical Center Loan CRF 226 1 Holiday Inn Express Vicksburg Loan CRF 228 1 Land Oak Office Loan CRF 231 1 Vine Village Retail Loan CRF 232 1 East Sunrise Retail - Sayville Loan CRF 234 1 Esplanade Loan CRF 235 2 JoPa Mobile Home Community Loan CRF 236 1 Staples Mill Business Center Loan CRF 237 1 Fairfield Inn Pearl Loan CRF 238 2 Pasadena Los Robles Apts Loan CRF 239 1 Somerset Meadows Loan CRF 241 1 Hanson's Corner - Hutto, TX Loan CRF 242 2 Waterside Apartments - Ron Glas Loan CRF 244 2 Cloverdale Apartments2 Loan CRF 248 2 Johnson City Apartments Loan CRF 249 1 Bristol Palms Loan CRF 251 1 3433 Connecticut Avenue Loan CRF 252 1 Lomita Plaza Loan CRF 253 1 Highland Oaks Apartments & Mall Loan CRF 253.1 1 Highland Oaks Apartments Property CRF 253.2 1 Highland Oaks Mall Property CRF 254 2 Windsor Place Townhomes Loan CRF 255 1 Comfort Suites Monroe Loan CRF 256 1 UCLA Medical Office Loan CRF 257 1 Trane Warehouse Loan CRF 258 1 Retreat Village Shopping Center Loan CRF 259 2 Webster Court Apartments Loan CRF 261 2 Bestland Independent Living Loan CRF 262 2 4750 Sepulveda Loan CRF 264 1 Marks Street Retail Loan CRF 265 2 Kittridge Street Apartments Loan CRF 267 1 Comfort Inn Bossier Loan CRF 274 2 Hull Student Housing Loan CRF 277 1 Mountain View Retail Center Loan CRF 279 1 Regal Storage Loan CRF 280 1 Hampton Inn Monroe Loan CRF 282 1 Beverly Blvd. Retail Center Loan CRF 286 1 Watson Lake Center Loan CRF 287 2 French Quarter Apartments Loan CRF 288 1 CVS - Fort Washington, MD Loan CRF 289 1 HGH Properties Loan CRF 293 2 Roosevelt Townhomes Loan CRF 294 1 Long Beach Two Tenant Retail Loan CRF 296 1 CVS - Frederick, MD Loan CRF 297 1 Greenspring Valley Office Center Loan CRF 298 2 Oxnard Apartments Loan CRF 300 1 Bradenton Self Storage Loan CRF 303 1 Spencer Village Shopping Center Loan CRF 304 1 GSA Chicago Heights Loan CRF 305 1 1219 E. Debbie Lane Loan CRF 306 1 La Quinta Pearl Loan CRF 307 1 Spencer Highway Shopping Center Loan CRF 308 2 Woodlands Apts Warner Robbins Loan CRF 309 1 Candlestick Park MHP Loan CRF 310 1 Braes North Shopping Center Loan CRF 311 1 Yakima Office Building Loan CRF 313 1 Melissa Shopping Center Loan CRF 316 1 EDC Building Loan CRF 317 2 Shadow Park Apartments Loan CRF 320 1 Neighborhood Storage Loan CRF 323 1 Buffalo Wild Wings Loan CRF 324 1 Garden Center Loan CRF 325 1 Starbucks-Chipotle Loan CRF 326 2 Debbie Manor Loan CRF Property Loan # Type Street Address ------ -------------------- ------------------------------------------------------------------- 2 Retail 4710-4799 Commons Way 7 Retail 3220-3370 East Flamingo Road 11 Retail Various 11.01 Retail 345 Pharr Road Northeast 11.02 Retail 1300 Atlanta Road 11.03 Retail 5702 Highway 20 11.04 Retail 2701 Bouldercrest Road 11.05 Retail 4930 Peachtree Industrial Boulevard 11.06 Retail 514 Arnold Mill Road 11.07 Retail 2626 Skyview Drive 11.08 Retail 1355 Blairs Bridge Road 11.09 Retail 890 Cleveland Road 11.10 Retail 4430 Flat Shoals Road 11.11 Retail 5231 Highway 85 South 11.12 Retail 3441 Mount Zion Road 11.13 Retail 3155 Camp Creek Parkway 11.14 Retail 6180 Roswell Road 11.15 Retail 5775 Phil Niekro Boulevard 11.16 Retail 4196 Annistown Road 11.17 Retail 4116 Lenora Church Road 11.18 Retail 4095 Highway 78 (Bankhead) 11.19 Retail 118 North Oliver Street 11.20 Retail 635 Lindbergh Drive 11.21 Retail 1085 Irwin Bridge Road 11.22 Retail 257 Buchanan Highway 11.23 Retail 2650 Wesley Chapel Road 11.24 Retail 180 University Avenue 11.25 Retail 387 Hill Street Southeast 11.26 Retail 5041 Snapfinger Woods Drive 11.27 Retail 5084 Old National Highway 11.28 Retail 2100 Killian Hill Road 11.29 Retail 2931 West Main Street 11.30 Retail 1804 Ross Clark Circle 11.31 Retail 1687 North Columbia Street 11.32 Retail 1210 Highway 138 11.33 Retail 3998 Highway 42 11.34 Retail 5040 Highway 5 11.35 Retail 3715 Browns Bridge Road 11.36 Retail 1570 Monroe Drive 11.37 Retail 2370 Delk Road 11.38 Retail 101 Hamilton E Holmes 11.39 Retail 405 Cobb Parkway 11.40 Retail 1725 Noah's Ark Road 11.41 Retail 8279 Chicago Avenue 11.42 Retail 104 South Highway 400 11.43 Retail 325 Peachtree Parkway 11.44 Retail 1490 Riverstone Parkway 11.45 Retail 1005 Canton Highway 11.46 Retail 550 Barrett Parkway 11.47 Retail 3875 North Druid Hills Road 11.48 Retail 3649 Mt. Vernon Road 11.49 Retail 6741 Bells Ferry Road 11.50 Retail 601 East Jackson Street 11.51 Retail 6860 Battlefield Parkway 11.52 Retail 2145 Powers Ferry Road 11.53 Retail 507 Joseph E Lowery Boulevard 11.54 Retail 4308 North Peachtree Road 11.55 Retail 225 Clifton Street Southeast 11.56 Retail 597 Turner McCall Boulevard 11.57 Retail 1161 Ponce De Leon 11.58 Retail 247 Moreland Avenue 11.59 Retail 2671 Jefferson Street 11.60 Retail 2472 Highway 441 Northeast 11.61 Retail 7865 Adairsville Highway 11.62 Retail 800 North Main Street 12 Retail 4-831 Kuhio Highway 13 Office 1025 Morehead Medical Drive 15 Mixed Use 150 Bay Street 19 Hospitality 1776 Grant Street 21 Mixed Use 4101-4113 North Bellflower Boulevard, 5463-5471 East Carson Street, 4112-4190, 4103-4195 Viking Way, 5412-5422, 5423 Village Road 27 Mixed Use 1315 and 1323 Lincoln Boulevard 29 Multifamily 409 West Olympic Boulevard 30 Multifamily 4227 North 27th Avenue 31 Multifamily 2075 Venture Drive 33 Retail 6315 - 6485 South Rainbow Boulevard 36 Retail 1944 South Greenfield Road & 4210 East Baseline Road 38 Retail 7723-7851 Amador Valley Boulevard 39 Office Various 39.1 Office 601 South Main Street 39.2 Office 1222 South Patterson Boulevard 39.3 Office 600 Cooper Drive 40 Retail 311, 351 & 391 South State College Boulevard and 1130 & 1160 East Imperial Highway 43 Multifamily 802 45th Street NE 44 Mixed Use 1125 Legacy Drive 45 Retail 18541-18645 Beach Boulevard 49 Hospitality 851 West Genesee Street and 834 West Genesee Street 50 Multifamily 5400 Cheyenne Avenue 55 Office 201 West 103rd Street 56 Manufactured Housing 49 Blanca Lane 57 Hospitality 3333 Southwest 42nd Street 58 Multifamily 870 Hilgard Avenue 64 Multifamily 5100 West Mountain Street 65 Various Various 65.1 Office 532 Baltimore Boulevard 65.2 Office 1319 Woodbridge Station Way 65.3 Multifamily 110-164 Roberta Jean Street 65.4 Retail 1301 East Churchville Road 65.5 Mixed Use 66 East Main Street 65.6 Mixed Use 1709 Reisterstown Road 65.7 Retail 526 South Main Street 65.8 Retail 4051 North Point Boulevard 66 Hospitality Various 66.1 Hospitality 750 South Highway 89 66.2 Hospitality 730 Yellowstone Road 66.3 Hospitality 505 West Appleway Avenue 72 Retail 2797 South Maryland Parkway 73 Retail 14148-14150 North 100th Street 75 Industrial 18008A & 18008B North Black Canyon Highway 78 Industrial 1191 Lake Avenue 79 Self Storage Various 79.1 Self Storage 1599 Washington Pike 79.2 Self Storage 1390 Old Freeport Road 80 Hospitality 35 Arnot Road 84 Retail 13940 West Meeker Boulevard 86 Retail 210 14th Street 89 Office 9835 Goethe Road 93 Hospitality 200 Airgate Drive 94 Industrial 11792 Alameda Drive 95 Self Storage 330 Tompkins Avenue 97 Multifamily 1700 East Viking Road 99 Retail 1821-1881 East 4th Street 100 Land 3600 North Second Avenue 101 Multifamily 1 Gatsby Drive 104 Various Various 104.1 Self Storage 1772 Route 9 104.2 Self Storage 261 Ushers Road 104.3 Retail 1581 Route 9 104.4 Office 257 Ushers Road 104.5 Office 6 Executive Park Drive 109 Retail 211- 235 FM Road 1960 West 110 Retail 9830 Long Beach Boulevard 111 Retail 3801-3833 6th Street 114 Office 1701 Park Center Drive 115 Office 8545 United Plaza Boulevard 116 Retail 1143 Country Club Drive 118 Office 8900 North Arbon Drive 119 Retail 305 & 315 Cooper Point Road 120 Industrial 5005 C Street Southwest 121 Multifamily 2400 Central Park Lane 127 Retail 1602-1802 North Imperial Avenue 129 Office 1011 Highway 6 South 130 Manufactured Housing 2500 West Mount Houston Road 132 Hospitality 5500 Stone Creek Circle 138 Various Various 138.1 Mixed Use 142-150 North San Fernando Road and 212 East Orange Grove Avenue 138.2 Retail 2708, 2712 & 2801 Main Street 139 Retail 5451 West Sunset Boulevard 140 Multifamily 3355 South Arville Street 144 Retail 1180 North Farnsworth Avenue 148 Retail 1152, 1154, 1156 Santee Street 150 Retail 5048-5060 North Blackstone Avenue 153 Multifamily 4483 Flat Shoals Road 154 Multifamily 4694 Cowan Road 155 Multifamily 400 Sandpiper Lane 156 Retail 3801 Lakeview Parkway 168 Retail 3441 East Causeway Approach 171 Manufactured Housing 6509 Greenville Loop Road 173 Retail 1801-1891 North Federal Highway 175 Multifamily 2515 West Frierson Avenue 176 Retail 3961 East Lohman Avenue 181 Multifamily 9552 Apple Valley Drive 183 Hospitality 7075 Moore Drive 185 Industrial 7095 Industrial Road 188 Office 6725 Mesa Ridge Road 201 Hospitality 2850 Constitution Drive 204 Retail 301- 333 South Abbott Avenue 205 Multifamily 222-228 South Tower Drive 207 Retail 1950 - 1966 Fruitville Pike 209 Multifamily 1001 East Redbud Avenue 213 Industrial 3300 Pennsy Drive 217 Office 31 Arnot Road 226 Hospitality 4330 South Frontage Road 228 Office 10241 & 10307-10341 Kingston Pike 231 Retail 1201 Winter Garden Vineland Road 232 Retail 5640 Sunrise Highway 234 Mixed Use 35 - 325 Date Palm Drive 235 Manufactured Housing 2006 Prater Way 236 Industrial 8201-8261 Hermitage Road 237 Hospitality 407 Riverwind Drive 238 Multifamily 157 South Los Robles Avenue 239 Manufactured Housing 5655 Blue Ridge Avenue 241 Retail 560 US Highway 79 242 Multifamily 3640 49th Avenue North 244 Multifamily 364 South Cloverdale Avenue 248 Multifamily 3000, 3002, 3006, 3008 South Road Street 249 Retail 2600 South Bristol Street 251 Retail 3433-3435 Connecticut Avenue Northwest 252 Retail 1210-1250 Lomita Boulevard 253 Various Various 253.1 Multifamily 501-516 & 518, 520, 522, 524, 526, 528, 530, 532, and 534 Jamy Lane 253.2 Retail 975 Tech Drive 254 Multifamily 2 Windsor Drive 255 Hospitality 1401 Martin Luther King Jr. Drive 256 Office 1035-1045 Gayley Avenue 257 Industrial 12732 Oak Lake Court 258 Retail 200 Retreat Road 259 Multifamily 400 Mars Street 261 Multifamily 606 East Best Avenue 262 Multifamily 4750 Sepulveda Boulevard 264 Retail 410 Marks Street 265 Multifamily 11820 Kittridge Street 267 Hospitality 1100 Delhi Avenue 274 Multifamily 1416-1428 Haslett Road and 1127 North Hagadorn 277 Retail 28014-28030 Seco Canyon Road 279 Self Storage 1053 FM 2004 Road 280 Hospitality 1407 Martin Luther King Jr. Drive 282 Retail 2900 West Beverly Boulevard 286 Retail 2594 Loganville Highway 287 Multifamily 6400 North Armenia Avenue 288 Retail 8261 Oxon Hill Road 289 Retail 1829-1915 North Orange Avenue 293 Multifamily 12545 Roosevelt Way Northeast 294 Retail 5094 East Los Coyotes Diagonal 296 Retail 8032 Liberty Road 297 Office 9505 Reisterstown Road 298 Multifamily 14023-14027 Oxnard Street 300 Self Storage 5305 Manatee Avenue West 303 Retail 3631 Spencer Highway 304 Office 104 South Halsted Street 305 Retail 1219 East Debbie Lane 306 Hospitality 501 South Pearson Road 307 Retail 8740 Spencer Highway 308 Multifamily 319 Bradly Drive 309 Manufactured Housing 165 Lattintown Road 310 Retail 9150 Chimney Rock 311 Office 1240 Ahtanum Ridge Business Park 313 Retail 2028 State Highway 121 316 Industrial 4650-4670 Churchill Street 317 Multifamily 3401 12th Avenue 320 Self Storage 3720 South 900 East 323 Retail 475 North Houk Road 324 Retail 3023 Cypress Gardens Road 325 Retail 1390 South Cooper Street 326 Multifamily 13412 Vanowen Street Cut-Off Date Original Monthly P&I Debt Loan # City County State Zip Code Balance ($) Balance ($) Service ($) ------ ----------------- -------------------- ------- -------- ------------ ----------- ---------------- 2 Calabasas Los Angeles CA 91302 101,500,000 101,500,000 476,401.53 7 Las Vegas Clark NV 89121 40,000,000 40,000,000 196,555.56 11 Various Various Various Various 33,000,000 33,000,000 219,295.30 11.01 Atlanta Fulton GA 30305 794,867 794,867 11.02 Marietta Cobb GA 30060 791,609 791,609 11.03 Cartersville Bartow GA 30121 772,063 772,063 11.04 Atlanta Dekalb GA 30316 719,941 719,941 11.05 Norcross Gwinnett GA 30071 713,425 713,425 11.06 Woodstock Cherokee GA 30188 710,168 710,168 11.07 Lithia Springs Douglas GA 30122 700,395 700,395 11.08 Austell Cobb GA 30168 697,137 697,137 11.09 East Point Fulton GA 30344 697,137 697,137 11.10 Union City Fulton GA 30291 687,364 687,364 11.11 College Park Clayton GA 30349 687,364 687,364 11.12 Stockbridge Clayton GA 30281 684,107 684,107 11.13 East Point Fulton GA 30344 680,849 680,849 11.14 Atlanta Fulton GA 30328 661,303 661,303 11.15 Flowery Branch Hall GA 30542 661,303 661,303 11.16 Snellville Gwinnett GA 30039 651,530 651,530 11.17 Snellville Gwinnett GA 30039 651,530 651,530 11.18 Douglasville Douglas GA 30134 648,273 648,273 11.19 Elberton Elbert GA 30635 622,211 622,211 11.20 Atlanta Fulton GA 30324 615,696 615,696 11.21 Conyers Rockdale GA 30012 612,438 612,438 11.22 Dallas Paulding GA 30132 602,665 602,665 11.23 Decatur Dekalb GA 30034 589,635 589,635 11.24 Atlanta Fulton GA 30315 576,604 576,604 11.25 Atlanta Fulton GA 30312 573,347 573,347 11.26 Decatur Dekalb GA 30035 573,347 573,347 11.27 College Park Fulton GA 30349 557,058 557,058 11.28 Snellville Gwinnett GA 30039 557,058 557,058 11.29 Dothan Houston AL 36302 553,801 553,801 11.30 Dothan Houston AL 36301 553,801 553,801 11.31 Milledgeville Baldwin GA 31061 550,543 550,543 11.32 Riverdale Clayton GA 30296 537,512 537,512 11.33 Locust Grove Henry GA 30248 530,997 530,997 11.34 Douglasville Douglas GA 30135 524,482 524,482 11.35 Cumming Forsyth GA 30044 524,482 524,482 11.36 Atlanta Fulton GA 30324 504,936 504,936 11.37 Marietta Cobb GA 30067 498,420 498,420 11.38 Atlanta Fulton GA 30311 498,420 498,420 11.39 Marietta Cobb GA 30060 498,420 498,420 11.40 Jonesboro Clayton GA 30236 491,905 491,905 11.41 Douglasville Douglas GA 30134 488,648 488,648 11.42 Cumming Dawson GA 30534 478,875 478,875 11.43 Dawsonville Forsyth GA 31031 478,875 478,875 11.44 Canton Cherokee GA 30114 472,360 472,360 11.45 Ball Ground Cherokee GA 30107 469,102 469,102 11.46 Kennesaw Cobb GA 30144 459,329 459,329 11.47 Decatur Dekalb GA 30033 452,814 452,814 11.48 Gainesville Hall GA 30506 452,814 452,814 11.49 Woodstock Cherokee GA 30189 420,237 420,237 11.50 Dublin Laurens GA 31021 410,464 410,464 11.51 Ringgold Catoosa GA 30736 384,403 384,403 11.52 Marietta Cobb GA 30067 374,630 374,630 11.53 Atlanta Fulton GA 30310 371,372 371,372 11.54 Chamblee Dekalb GA 30341 355,084 355,084 11.55 Atlanta Dekalb GA 30317 338,796 338,796 11.56 Rome Floyd GA 30161 325,765 325,765 11.57 Atlanta Fulton GA 30306 315,992 315,992 11.58 Atlanta Fulton GA 30316 296,446 296,446 11.59 Austell Cobb GA 30168 280,158 280,158 11.60 White Bartow GA 30164 237,808 237,808 11.61 Adairsville Bartow GA 30103 205,232 205,232 11.62 Lafayette Walker GA 30728 172,656 172,656 12 Kapaa Kauai HI 96746 32,900,000 32,900,000 158,043.38 13 Charlotte Mecklenburg NC 28203 32,900,000 32,900,000 155,674.12 15 Jersey City Hudson NJ 7302 27,500,000 27,500,000 130,705.21 19 Denver Denver CO 80203 25,777,126 25,800,000 150,397.94 21 Long Beach Los Angeles CA 90808 23,400,000 23,400,000 113,795.50 27 Santa Monica Los Angeles CA 90401 18,600,000 18,600,000 90,452.83 29 Los Angeles Los Angeles CA 90015 18,000,000 18,000,000 95,770.00 30 Phoenix Maricopa AZ 85017 17,800,000 17,800,000 85,506.75 31 Laramie Albany WY 82072 17,290,000 17,290,000 107,009.13 33 Las Vegas Clark NV 89118 17,150,000 17,150,000 99,212.87 36 Mesa Maricopa AZ 85206 16,000,000 16,000,000 76,860.00 38 Dublin Alameda CA 94568 15,800,000 15,800,000 74,025.19 39 Various Various Various Various 15,500,000 15,500,000 71,700.42 39.1 Keller Tarrant TX 76248 6,300,000 6,300,000 39.2 Dayton Montgomery OH 45402 6,000,000 6,000,000 39.3 Wylie Collin TX 75098 3,200,000 3,200,000 40 Brea Orange CA 92818 15,150,000 15,150,000 73,752.30 43 Auburn King WA 98002 14,700,000 14,700,000 69,992.42 44 Frisco Collin TX 75034 14,650,000 14,650,000 83,532.79 45 Huntington Beach Orange CA 92648 14,600,000 14,600,000 67,908.25 49 Skaneateles Onondaga NY 13152 14,237,172 14,250,000 82,526.54 50 Las Vegas Clark NV 89108 14,200,000 14,200,000 68,610.26 55 Carmel Hamilton IN 46290 13,800,000 13,800,000 66,291.75 56 Watsonville Santa Cruz CA 95076 13,750,000 13,750,000 66,168.06 57 Gainesville Alachua FL 32608 13,700,000 13,700,000 81,189.58 58 Los Angeles Los Angeles CA 91606 13,350,000 13,350,000 61,641.77 64 Stone Mountain Dekalb GA 30083 12,100,000 12,100,000 58,125.38 65 Various Various Various Various 12,000,000 12,000,000 71,714.78 65.1 Westminster Carroll MD 21157 3,405,000 3,405,000 65.2 Edgewood Harford MD 21040 2,380,000 2,380,000 65.3 Littlestown Adams PA 17340 1,750,000 1,750,000 65.4 Bel Air Harford MD 21014 1,230,000 1,230,000 65.5 Westminster Carroll MD 21157 1,115,000 1,115,000 65.6 Pikesville Baltimore MD 21208 930,000 930,000 65.7 Shrewsbury York PA 17361 600,000 600,000 65.8 Baltimore Baltimore MD 21222 590,000 590,000 66 Various Various Various Various 11,875,352 11,900,000 93,714.53 66.1 Jackson Teton WY 83001 6,027,489 6,040,000 66.2 Cody Park WY 82414 3,293,165 3,300,000 66.3 Coeur d'Alene Kootenai ID 83814 2,554,698 2,560,000 72 Las Vegas Clark NV 89109 11,130,000 11,130,000 62,865.29 73 Scottsdale Maricopa AZ 85260 11,000,000 11,000,000 67,764.67 75 Phoenix Maricopa AZ 85053 10,900,000 10,900,000 62,712.14 78 Woodstock McHenry IL 60098 10,280,000 10,280,000 59,860.74 79 Various Allegheny PA Various 10,100,000 10,100,000 64,771.61 79.1 Bridgeville Allegheny PA 15017 5,600,000 5,600,000 79.2 Pittsburgh Allegheny PA 15238 4,500,000 4,500,000 80 Horseheads Chemung NY 14845 10,091,022 10,100,000 58,812.60 84 Sun City West Maricopa AZ 85375 9,520,000 9,520,000 44,231.51 86 Hoboken Hudson NJ 7030 9,500,000 9,500,000 45,152.71 89 Sacramento Sacramento CA 95827 9,200,000 9,200,000 43,960.67 93 Morrisville Wake NC 27560 9,000,000 9,000,000 51,951.22 94 Strongsville Cuyahoga OH 44149 9,000,000 9,000,000 52,236.04 95 Staten Island Richmond NY 10304 8,964,060 9,000,000 54,133.26 97 Las Vegas Clark NV 89119 8,800,000 8,800,000 42,720.33 99 Ontario San Bernardino CA 91764 8,500,000 8,500,000 48,475.60 100 Phoenix Maricopa AZ 85013 8,400,000 8,400,000 39,426.33 101 Montgomery Montgomery AL 36106 8,250,000 8,250,000 47,507.28 104 Various Saratoga NY 12065 8,000,000 8,000,000 47,912.62 104.1 Clifton Park Saratoga NY 12065 2,940,000 2,940,000 104.2 Clifton Park Saratoga NY 12065 2,110,000 2,110,000 104.3 Clifton Park Saratoga NY 12065 1,340,000 1,340,000 104.4 Clifton Park Saratoga NY 12065 910,000 910,000 104.5 Halfmoon Saratoga NY 12065 700,000 700,000 109 Houston Harris TX 77090 7,900,000 7,900,000 46,504.52 110 South Gate Los Angeles CA 90280 7,700,000 7,700,000 38,293.60 111 Los Angeles Los Angeles CA 90020 7,660,000 7,660,000 42,448.99 114 Orlando Orange FL 32835 7,549,801 7,560,000 41,594.16 115 Baton Rouge East Baton Rouge LA 70809 7,520,000 7,520,000 35,741.93 116 Madera Madera CA 93638 7,500,000 7,500,000 36,282.29 118 Milwaukee Milwaukee WI 53223 7,500,000 7,500,000 43,815.62 119 Olympia Thurston WA 98502 7,400,000 7,400,000 43,043.47 120 Cedar Rapids Linn IA 52404 7,400,000 7,400,000 36,676.25 121 College Station Brazos TX 77840 7,386,582 7,400,000 44,557.22 127 El Centro Imperial CA 92243 7,200,000 7,200,000 41,606.50 129 Houston Harris TX 77077 7,150,000 7,150,000 41,272.36 130 Houston Harris TX 77038 7,100,000 7,100,000 40,759.61 132 Loveland Larimer CO 80538 7,000,000 7,000,000 40,053.21 138 Various Los Angeles CA Various 6,600,000 6,600,000 38,193.58 138.1 Burbank Los Angeles CA 91502 3,486,792 3,486,792 138.2 Santa Monica Los Angeles CA 90405 3,113,208 3,113,208 139 Los Angeles Los Angeles CA 90027 6,570,000 6,570,000 33,397.50 140 Las Vegas Clark NV 89102 6,491,231 6,500,000 35,762.17 144 Aurora Kane IL 60504 6,250,000 6,250,000 30,711.81 148 Los Angeles Los Angeles CA 90015 5,988,068 6,000,000 32,733.74 150 Fresno Fresno CA 93710 5,938,784 5,950,000 33,178.44 153 Union City Fulton GA 30291 5,800,000 5,800,000 27,272.08 154 Acworth Cobb GA 30101 5,800,000 5,800,000 27,272.08 155 Casselberry Seminole FL 32707 5,800,000 5,800,000 27,272.08 156 Rowlett Dallas TX 75088 5,760,000 5,760,000 33,833.66 168 Mandeville Saint Tammany LA 70448 5,440,000 5,440,000 31,332.88 171 Wilmington New Hanover NC 28409 5,300,000 5,300,000 31,348.11 173 Hollywood Broward FL 33020 5,270,000 5,270,000 30,253.96 175 Tampa Hillsborough FL 33614 5,254,685 5,265,000 30,524.73 176 Las Cruces Dona Ana NM 88011 5,200,000 5,200,000 25,552.22 181 Independence Kenton KY 41051 4,995,724 5,000,000 29,592.87 183 Southaven DeSoto MS 38671 4,966,481 5,000,000 42,300.97 185 Florence Boone KY 41042 4,860,000 4,860,000 28,516.20 188 San Diego San Diego CA 92121 4,800,000 4,800,000 23,424.00 201 Livermore Alameda CA 94551 4,363,205 4,400,000 40,641.63 204 Milpitas Santa Clara CA 95035 4,300,000 4,300,000 24,712.52 205 Beverly Hills Los Angeles CA 90211 4,250,000 4,250,000 20,667.99 207 Lancaster Lancaster PA 17601 4,191,843 4,200,000 24,456.72 209 McAllen Hildalgo TX 78504 4,100,000 4,100,000 23,215.55 213 Hyattsville Prince Georges MD 20785 4,000,000 4,000,000 23,172.94 217 Big Flats Chemung NY 14845 3,989,149 4,000,000 25,845.46 226 Vicksburg Warren MS 39180 3,764,325 3,800,000 37,042.99 228 Knoxville Knox TN 37922 3,600,000 3,600,000 21,168.98 231 Winter Garden Orange FL 34787 3,596,800 3,600,000 20,962.91 232 Sayville Suffolk NY 11782 3,592,829 3,600,000 25,833.07 234 Cathedral City Riverside CA 92234 3,500,000 3,500,000 20,580.95 235 Sparks Washoe NV 89431 3,500,000 3,500,000 20,961.77 236 Richmond Henrico VA 23294 3,493,511 3,500,000 20,849.45 237 Pearl Rankin MS 39208 3,466,865 3,500,000 33,901.72 238 Pasadena Los Angeles CA 91101 3,400,000 3,400,000 16,246.33 239 Kimball Saint Clair MI 48074 3,400,000 3,400,000 19,510.11 241 Hutto Williamson TX 78634 3,360,000 3,360,000 19,501.45 242 St. Petersburg Pinellas FL 33714 3,356,960 3,360,000 19,416.37 244 Los Angeles Los Angeles CA 90036 3,300,000 3,300,000 19,489.12 248 Johnson City Washington TN 37601 3,200,000 3,200,000 18,816.87 249 Santa Ana Orange CA 92704 3,197,068 3,200,000 18,390.71 251 Washington District of Columbia DC 20008 3,100,000 3,100,000 17,137.96 252 Harbor City Los Angeles CA 90710 3,100,000 3,100,000 17,323.40 253 Ruston Lincoln LA 71270 3,050,000 3,050,000 17,993.20 253.1 Ruston Lincoln LA 71270 1,607,752 1,607,752 253.2 Ruston Lincoln LA 71270 1,442,248 1,442,248 254 Maumelle Pulaski AR 72113 2,993,691 3,000,000 20,866.03 255 Monroe Ouachita LA 71202 2,974,912 3,000,000 27,710.21 256 Los Angeles Los Angeles CA 90024 2,947,707 2,950,000 18,144.48 257 Midlothian Chesterfield VA 23112 2,947,555 2,950,000 17,686.74 258 St. Simons Island Glynn GA 31522 2,900,000 2,900,000 18,139.67 259 Petersburg Petersburg City VA 23803 2,879,651 2,885,000 17,185.90 261 Coeur d'Alene Kootenai ID 83814 2,796,805 2,800,000 17,951.12 262 Sherman Oaks Los Angeles CA 91403 2,750,000 2,750,000 15,276.05 264 Henderson Clark NV 89014 2,712,000 2,712,000 15,671.78 265 North Hollywood Los Angeles CA 91606 2,700,000 2,700,000 12,947.25 267 Bossier City Bossier LA 71111 2,683,926 2,700,000 29,907.79 274 East Lansing Ingham MI 48823 2,480,000 2,480,000 14,535.69 277 Santa Clarita Los Angeles CA 91350 2,400,000 2,400,000 14,219.92 279 Lake Jackson Brazoria TX 77566 2,395,707 2,400,000 14,543.87 280 Monroe Ouachita Parish LA 71202 2,377,469 2,400,000 23,395.57 282 Montebello Los Angeles CA 90604 2,300,000 2,300,000 13,305.52 286 Grayson Gwinnett GA 30017 2,250,000 2,250,000 13,164.71 287 Tampa Hillsborough FL 33604 2,220,641 2,225,000 12,899.81 288 Fort Washington Prince Georges MD 20744 2,213,031 2,215,000 12,898.01 289 Orlando Orange FL 32804 2,200,000 2,200,000 13,303.48 293 Seattle King WA 98125 2,147,225 2,150,000 12,057.61 294 Long Beach Los Angeles CA 90815 2,126,350 2,130,000 13,170.24 296 Frederick Frederick MD 21701 2,038,264 2,040,000 12,099.98 297 Owings Mills Baltimore MD 21227 2,000,000 2,000,000 11,671.46 298 Van Nuys Los Angeles CA 91401 2,000,000 2,000,000 9,438.06 300 Bradenton Manatee FL 34209 1,997,274 2,000,000 12,473.58 303 Pasadena Harris TX 77504 1,820,000 1,820,000 10,580.59 304 Chicago Heights Cook IL 60411 1,800,000 1,800,000 9,302.50 305 Mansfield Tarrant TX 76063 1,798,492 1,800,000 10,745.66 306 Pearl Rankin MS 39208 1,778,202 1,800,000 19,929.50 307 La Porte Harris TX 77571 1,755,000 1,755,000 10,304.22 308 Warner Robins Houston GA 31088 1,680,000 1,680,000 9,804.02 309 Newburgh Orange NY 12550 1,665,000 1,665,000 14,257.95 310 Houston Harris TX 77096 1,620,000 1,620,000 8,277.55 311 Union Gap Yakima WA 98903 1,617,948 1,620,000 9,157.79 313 Melissa Collin TX 75454 1,462,241 1,465,000 8,661.35 316 Shoreview Ramsey MN 55126 1,320,000 1,320,000 7,863.22 317 Council Bluffs Pottawattamie IA 51501 1,227,500 1,227,500 7,327.95 320 Salt Lake City Salt Lake UT 84106 1,114,114 1,115,000 6,800.11 323 Delaware Delaware OH 43015 969,000 969,000 6,016.81 324 Winter Haven Polk FL 33880 889,299 890,000 5,445.20 325 Arlington Tarrant TX 76013 873,452 875,000 5,330.75 326 Van Nuys Los Angeles CA 91405 853,337 860,000 5,678.35 Net Annual P&I Debt Interest Primary Master Trustee and Sub Servicin Admin. Mortgage Loan # Service ($) Rate % Servicing Fee Servicing Fee Paying Agent Fee Fee Rate Fee % Rate % ------ --------------- -------- ------------- ------------- ---------------- ------------ ------- -------- 2 5,716,818.36 5.5400 0.010 0.010 0.00071 0.02071 5.51929 7 2,358,666.72 5.8000 0.010 0.00071 0.0500 0.06071 5.73929 11 2,631,543.60 6.7700 0.010 0.010 0.00071 0.02071 6.74929 11.01 11.02 11.03 11.04 11.05 11.06 11.07 11.08 11.09 11.10 11.11 11.12 11.13 11.14 11.15 11.16 11.17 11.18 11.19 11.20 11.21 11.22 11.23 11.24 11.25 11.26 11.27 11.28 11.29 11.30 11.31 11.32 11.33 11.34 11.35 11.36 11.37 11.38 11.39 11.40 11.41 11.42 11.43 11.44 11.45 11.46 11.47 11.48 11.49 11.50 11.51 11.52 11.53 11.54 11.55 11.56 11.57 11.58 11.59 11.60 11.61 11.62 12 1,896,520.56 5.6700 0.010 0.010 0.00071 0.02071 5.64929 13 1,868,089.44 5.5850 0.010 0.010 0.00071 0.02071 5.56429 15 1,568,462.52 5.6100 0.010 0.010 0.00071 0.02071 5.58929 19 1,804,775.28 5.7400 0.010 0.010 0.00071 0.02071 5.71929 21 1,365,546.00 5.7400 0.010 0.010 0.00071 0.02071 5.71929 27 1,085,433.96 5.7400 0.010 0.010 0.00071 0.02071 5.71929 29 1,149,240.00 6.2800 0.010 0.010 0.00071 0.02071 6.25929 30 1,026,081.00 5.6700 0.010 0.010 0.00071 0.02071 5.64929 31 1,284,109.56 6.2990 0.010 0.010 0.00071 0.0500 0.07071 6.22829 33 1,190,554.44 5.6700 0.010 0.010 0.00071 0.02071 5.64929 36 922,320.00 5.6700 0.010 0.010 0.00071 0.02071 5.64929 38 888,302.28 5.5300 0.010 0.010 0.00071 0.02071 5.50929 39 860,405.04 5.4600 0.010 0.010 0.00071 0.02071 5.43929 39.1 39.2 39.3 40 885,027.60 5.7460 0.010 0.010 0.00071 0.0600 0.08071 5.66529 43 839,909.04 5.6200 0.010 0.010 0.00071 0.02071 5.59929 44 1,002,393.48 6.0000 0.010 0.010 0.00071 0.02071 5.97929 45 814,899.00 5.4900 0.010 0.010 0.00071 0.02071 5.46929 49 990,318.48 5.6800 0.010 0.010 0.00071 0.02071 5.65929 50 823,323.12 5.7030 0.010 0.010 0.00071 0.02071 5.68229 55 795,501.00 5.6700 0.010 0.010 0.00071 0.02071 5.64929 56 794,016.72 5.6800 0.010 0.010 0.00071 0.02071 5.65929 57 974,274.96 5.8920 0.010 0.010 0.00071 0.02071 5.87129 58 739,701.24 5.4500 0.010 0.010 0.00071 0.02071 5.42929 64 697,504.56 5.6700 0.010 0.010 0.00071 0.02071 5.64929 65 860,577.36 5.9700 0.010 0.00071 0.0500 0.06071 5.90929 65.1 65.2 65.3 65.4 65.5 65.6 65.7 65.8 66 1,124,574.36 6.7400 0.010 0.010 0.00071 0.02071 6.71929 66.1 66.2 66.3 72 754,383.48 5.9200 0.010 0.010 0.00071 0.02071 5.89929 73 813,176.04 6.2550 0.010 0.010 0.00071 0.02071 6.23429 75 752,545.68 5.6200 0.010 0.010 0.00071 0.02071 5.59929 78 718,328.88 5.7300 0.010 0.010 0.00071 0.02071 5.70929 79 777,259.32 6.6400 0.010 0.010 0.00071 0.0600 0.08071 6.55929 79.1 79.2 80 705,751.20 5.7300 0.010 0.010 0.00071 0.02071 5.70929 84 530,778.12 5.4840 0.010 0.010 0.00071 0.02071 5.46329 86 541,832.52 5.6100 0.010 0.010 0.00071 0.02071 5.58929 89 527,528.04 5.6400 0.010 0.010 0.00071 0.02071 5.61929 93 623,414.64 5.6500 0.010 0.010 0.00071 0.02071 5.62929 94 626,832.48 5.7000 0.010 0.010 0.00071 0.0350 0.05571 5.64429 95 649,599.12 6.0300 0.010 0.010 0.00071 0.02071 6.00929 97 512,643.96 5.7300 0.010 0.010 0.00071 0.02071 5.70929 99 581,707.20 5.5400 0.010 0.010 0.00071 0.0600 0.08071 5.45929 100 473,115.96 5.5400 0.010 0.010 0.00071 0.02071 5.51929 101 570,087.36 5.6280 0.010 0.010 0.00071 0.02071 5.60729 104 574,951.44 5.9900 0.010 0.010 0.00071 0.02071 5.96929 104.1 104.2 104.3 104.4 104.5 109 558,054.24 5.8300 0.010 0.010 0.00071 0.02071 5.80929 110 459,523.20 5.8700 0.010 0.010 0.00071 0.02071 5.84929 111 509,387.88 5.7600 0.010 0.010 0.00071 0.02071 5.73929 114 499,129.92 5.7000 0.010 0.010 0.00071 0.02071 5.67929 115 428,903.16 5.6100 0.010 0.010 0.00071 0.02071 5.58929 116 435,387.48 5.7100 0.010 0.010 0.00071 0.02071 5.68929 118 525,787.44 5.7600 0.010 0.010 0.00071 0.0350 0.05571 5.70429 119 516,521.64 5.7200 0.010 0.010 0.00071 0.02071 5.69929 120 440,115.00 5.8500 0.010 0.010 0.00071 0.02071 5.82929 121 534,686.64 6.0400 0.010 0.010 0.00071 0.02071 6.01929 127 499,278.00 5.6600 0.010 0.010 0.00071 0.02071 5.63929 129 495,268.32 5.6500 0.010 0.010 0.00071 0.02071 5.62929 130 489,115.32 5.6000 0.010 0.010 0.00071 0.02071 5.57929 132 480,638.52 5.5700 0.010 0.010 0.00071 0.02071 5.54929 138 458,322.96 5.6730 0.010 0.010 0.00071 0.02071 5.65229 138.1 138.2 139 400,770.00 6.0000 0.010 0.010 0.00071 0.02071 5.97929 140 429,146.04 5.7000 0.010 0.010 0.00071 0.02071 5.67929 144 368,541.72 5.8000 0.010 0.010 0.00071 0.02071 5.77929 148 392,804.88 5.6300 0.010 0.010 0.00071 0.02071 5.60929 150 398,141.28 5.8120 0.010 0.010 0.00071 0.02071 5.79129 153 327,264.96 5.5500 0.010 0.010 0.00071 0.02071 5.52929 154 327,264.96 5.5500 0.010 0.010 0.00071 0.02071 5.52929 155 327,264.96 5.5500 0.010 0.010 0.00071 0.02071 5.52929 156 406,003.92 5.8100 0.010 0.010 0.00071 0.0600 0.08071 5.72929 168 375,994.56 5.6300 0.010 0.010 0.00071 0.02071 5.60929 171 376,177.32 5.8740 0.010 0.010 0.00071 0.02071 5.85329 173 363,047.52 5.6000 0.010 0.010 0.00071 0.02071 5.57929 175 366,296.76 5.6900 0.010 0.010 0.00071 0.02071 5.66929 176 306,626.64 5.8000 0.010 0.010 0.00071 0.02071 5.77929 181 355,114.44 5.8800 0.010 0.010 0.00071 0.02071 5.85929 183 507,611.64 6.0400 0.010 0.010 0.00071 0.02071 6.01929 185 342,194.40 5.8000 0.010 0.010 0.00071 0.0350 0.05571 5.74429 188 281,088.00 5.7600 0.010 0.010 0.00071 0.02071 5.73929 201 487,699.56 5.9800 0.010 0.010 0.00071 0.02071 5.95929 204 296,550.24 5.6100 0.010 0.010 0.00071 0.02071 5.58929 205 248,015.88 5.7400 0.010 0.010 0.00071 0.02071 5.71929 207 293,480.64 5.7300 0.010 0.010 0.00071 0.02071 5.70929 209 278,586.60 5.6900 0.010 0.010 0.00071 0.02071 5.66929 213 278,075.28 5.6830 0.010 0.010 0.00071 0.02071 5.66229 217 310,145.52 6.0300 0.010 0.010 0.00071 0.02071 6.00929 226 444,515.88 5.9800 0.010 0.010 0.00071 0.02071 5.95929 228 254,027.76 5.8200 0.010 0.010 0.00071 0.02071 5.79929 231 251,554.92 5.7300 0.010 0.010 0.00071 0.02071 5.70929 232 309,996.84 6.0200 0.010 0.010 0.00071 0.02071 5.99929 234 246,971.40 5.8200 0.010 0.010 0.00071 0.02071 5.79929 235 251,541.24 5.9900 0.010 0.010 0.00071 0.02071 5.96929 236 250,193.40 5.9400 0.010 0.010 0.00071 0.02071 5.91929 237 406,820.64 5.8600 0.010 0.010 0.00071 0.02071 5.83929 238 194,955.96 5.6400 0.010 0.010 0.00071 0.02071 5.61929 239 234,121.32 5.5960 0.010 0.010 0.00071 0.02071 5.57529 241 234,017.40 5.7000 0.010 0.010 0.00071 0.02071 5.67929 242 232,996.44 5.6600 0.010 0.010 0.00071 0.02071 5.63929 244 233,869.44 5.8600 0.010 0.010 0.00071 0.0700 0.09071 5.76929 248 225,802.44 5.8200 0.010 0.010 0.00071 0.02071 5.79929 249 220,688.52 5.6100 0.010 0.010 0.00071 0.02071 5.58929 251 205,655.52 5.7400 0.010 0.010 0.00071 0.02071 5.71929 252 207,880.80 5.8300 0.010 0.010 0.00071 0.02071 5.80929 253 215,918.40 5.8500 0.010 0.010 0.00071 0.02071 5.82929 253.1 253.2 254 250,392.36 5.6350 0.010 0.010 0.00071 0.02071 5.61429 255 332,522.52 5.9800 0.010 0.010 0.00071 0.02071 5.95929 256 217,733.76 6.2400 0.010 0.010 0.00071 0.02071 6.21929 257 212,240.88 6.0000 0.010 0.010 0.00071 0.02071 5.97929 258 217,676.04 6.4000 0.010 0.010 0.00071 0.0600 0.08071 6.31929 259 206,230.80 5.9400 0.010 0.010 0.00071 0.02071 5.91929 261 215,413.44 6.1200 0.010 0.010 0.00071 0.02071 6.09929 262 183,312.60 5.7800 0.010 0.010 0.00071 0.02071 5.75929 264 188,061.36 5.6600 0.010 0.010 0.00071 0.02071 5.63929 265 155,367.00 5.6600 0.010 0.010 0.00071 0.02071 5.63929 267 358,893.48 5.9500 0.010 0.010 0.00071 0.02071 5.92929 274 174,428.28 5.7900 0.010 0.010 0.00071 0.02071 5.76929 277 170,639.04 5.8900 0.010 0.010 0.00071 0.0600 0.08071 5.80929 279 174,526.44 6.1000 0.010 0.010 0.00071 0.02071 6.07929 280 280,746.84 5.9800 0.010 0.010 0.00071 0.02071 5.95929 282 159,666.24 5.6700 0.010 0.010 0.00071 0.02071 5.64929 286 157,976.52 5.7740 0.010 0.010 0.00071 0.02071 5.75329 287 154,797.72 5.6900 0.010 0.010 0.00071 0.02071 5.66929 288 154,776.12 5.7300 0.010 0.010 0.00071 0.02071 5.70929 289 159,641.76 6.0800 0.010 0.010 0.00071 0.02071 6.05929 293 144,691.32 5.8600 0.010 0.010 0.00071 0.02071 5.83929 294 158,042.88 6.2900 0.010 0.010 0.00071 0.02071 6.26929 296 145,199.76 5.9000 0.010 0.010 0.00071 0.02071 5.87929 297 140,057.52 5.7500 0.010 0.010 0.00071 0.02071 5.72929 298 113,256.72 5.5700 0.010 0.010 0.00071 0.02071 5.54929 300 149,682.96 5.6600 0.010 0.010 0.00071 0.02071 5.63929 303 126,967.08 5.7150 0.010 0.010 0.00071 0.02071 5.69429 304 111,630.00 6.1000 0.010 0.010 0.00071 0.02071 6.07929 305 128,947.92 5.9600 0.010 0.010 0.00071 0.02071 5.93929 306 239,154.00 5.9400 0.010 0.010 0.00071 0.02071 5.91929 307 123,650.64 5.8060 0.010 0.010 0.00071 0.02071 5.78529 308 117,648.24 5.7500 0.010 0.010 0.00071 0.02071 5.72929 309 171,095.40 6.2300 0.010 0.010 0.00071 0.02071 6.20929 310 99,330.60 6.0310 0.010 0.010 0.00071 0.02071 6.01029 311 109,893.48 5.9270 0.010 0.010 0.00071 0.02071 5.90629 313 103,936.20 5.8700 0.010 0.010 0.00071 0.0500 0.07071 5.79929 316 94,358.64 5.9400 0.010 0.010 0.00071 0.02071 5.91929 317 87,935.40 5.9600 0.010 0.010 0.00071 0.02071 5.93929 320 81,601.32 6.1600 0.010 0.010 0.00071 0.02071 6.13929 323 72,201.72 6.3300 0.010 0.010 0.00071 0.02071 6.30929 324 65,342.40 6.1900 0.010 0.010 0.00071 0.02071 6.16929 325 63,969.00 6.1500 0.010 0.010 0.00071 0.02071 6.12929 326 68,140.20 6.9250 0.010 0.010 0.00071 0.02071 6.90429 Monthly Payment Maturity/ Amort Loan # Accrual Type Term Date Rem. Term ARD Date Term Rem. Amort Title Type ARD Loan ------ ------------ ---- ------- --------- --------- ----- ---------- ------------- -------- 2 Actual/360 120 8 120 6/8/2017 0 0 Fee 7 Actual/360 120 8 119 5/8/2017 0 0 Fee 11 Actual/360 120 8 120 6/8/2017 336 336 Fee 11.01 Fee 11.02 Fee 11.03 Fee 11.04 Fee 11.05 Fee 11.06 Fee 11.07 Fee 11.08 Fee 11.09 Fee 11.10 Fee 11.11 Fee 11.12 Fee 11.13 Fee 11.14 Fee 11.15 Fee 11.16 Fee 11.17 Fee 11.18 Fee 11.19 Fee 11.20 Fee 11.21 Fee 11.22 Fee 11.23 Fee 11.24 Fee 11.25 Fee 11.26 Fee 11.27 Fee 11.28 Fee 11.29 Fee 11.30 Fee 11.31 Fee 11.32 Fee 11.33 Fee 11.34 Fee 11.35 Fee 11.36 Fee 11.37 Fee 11.38 Fee 11.39 Fee 11.40 Fee 11.41 Fee 11.42 Fee 11.43 Fee 11.44 Fee 11.45 Fee 11.46 Fee 11.47 Fee 11.48 Fee 11.49 Fee 11.50 Fee 11.51 Fee 11.52 Fee 11.53 Fee 11.54 Fee 11.55 Fee 11.56 Fee 11.57 Fee 11.58 Fee 11.59 Fee 11.60 Fee 11.61 Fee 11.62 Fee 12 Actual/360 120 8 119 5/8/2017 0 0 Fee 13 Actual/360 84 8 83 5/8/2014 0 0 Leasehold 15 Actual/360 60 8 58 4/8/2012 0 0 Fee 19 Actual/360 120 8 119 5/8/2017 360 359 Fee 21 Actual/360 120 8 120 6/8/2017 0 0 Fee 27 Actual/360 120 8 120 6/8/2017 0 0 Fee 29 Actual/360 120 8 120 6/8/2017 0 0 Fee 30 Actual/360 60 8 59 5/8/2012 0 0 Fee 31 Actual/360 120 8 119 5/8/2017 360 360 Fee 33 Actual/360 120 8 117 3/8/2017 360 360 Fee 36 Actual/360 120 8 119 5/8/2017 0 0 Fee 38 Actual/360 120 8 118 4/8/2017 0 0 Fee 39 Actual/360 120 8 118 4/8/2017 0 0 Fee 39.1 Fee 39.2 Fee 39.3 Fee 40 Actual/360 120 8 118 4/8/2017 0 0 Fee 43 Actual/360 120 8 120 6/8/2017 0 0 Fee 44 Actual/360 120 8 119 5/8/2017 420 420 Fee 45 Actual/360 120 8 119 5/8/2017 0 0 Fee 49 Actual/360 120 8 119 5/8/2017 360 359 Fee 50 Actual/360 120 8 118 4/8/2017 0 0 Fee 55 Actual/360 120 8 119 5/8/2017 0 0 Fee 56 Actual/360 120 8 119 5/8/2017 0 0 Fee 57 Actual/360 120 8 119 5/8/2017 360 360 Leasehold 58 Actual/360 120 8 118 4/8/2017 0 0 Fee 64 Actual/360 60 8 59 5/8/2012 0 0 Fee 65 Actual/360 120 8 119 5/8/2017 360 360 Fee 65.1 Fee 65.2 Fee 65.3 Fee 65.4 Fee 65.5 Fee 65.6 Fee 65.7 Fee 65.8 Fee 66 Actual/360 120 8 119 5/8/2017 223 222 Various 66.1 Fee 66.2 Fee 66.3 Leasehold 72 Actual/360 120 8 119 5/8/2017 420 420 Fee 73 Actual/360 120 8 117 3/8/2017 360 360 Leasehold 75 Actual/360 120 8 118 4/8/2017 360 360 Fee 78 Actual/360 120 8 119 5/8/2017 360 360 Fee 79 Actual/360 60 8 59 5/8/2012 360 360 Fee 79.1 Fee 79.2 Fee 80 Actual/360 120 8 119 5/8/2017 360 359 Fee 84 Actual/360 120 8 119 5/8/2017 0 0 Fee 86 Actual/360 120 8 120 6/8/2017 0 0 Leasehold 89 Actual/360 120 8 119 5/8/2017 0 0 Fee 93 Actual/360 120 8 119 5/8/2017 360 360 Fee 94 Actual/360 120 8 119 5/8/2017 360 360 Fee 95 Actual/360 120 8 116 2/8/2017 360 356 Fee 97 Actual/360 120 8 119 5/8/2017 0 0 Fee 99 Actual/360 120 8 119 5/8/2017 360 360 Fee 100 Actual/360 120 8 118 4/8/2017 0 0 Fee Yes 101 Actual/360 120 8 115 1/8/2017 360 360 Fee 104 Actual/360 120 8 120 6/8/2017 360 360 Fee 104.1 Fee 104.2 Fee 104.3 Fee 104.4 Fee 104.5 Fee 109 Actual/360 120 8 118 4/8/2017 360 360 Fee 110 Actual/360 120 8 117 3/8/2017 0 0 Fee 111 Actual/360 120 8 119 5/8/2017 420 420 Fee 114 Actual/360 120 8 118 4/8/2017 420 418 Fee 115 Actual/360 84 8 83 5/8/2014 0 0 Fee 116 Actual/360 84 8 82 4/8/2014 0 0 Fee 118 Actual/360 120 8 118 4/8/2017 360 360 Fee 119 Actual/360 120 8 118 4/8/2017 360 360 Fee 120 Actual/360 84 8 82 4/8/2014 0 0 Leasehold Yes 121 Actual/360 120 8 118 4/8/2017 360 358 Fee 127 Actual/360 120 8 119 5/8/2017 360 360 Fee 129 Actual/360 120 8 119 5/8/2017 360 360 Fee 130 Actual/360 120 8 118 4/8/2017 360 360 Fee 132 Actual/360 120 8 119 5/8/2017 360 360 Fee 138 Actual/360 120 8 119 5/8/2017 360 360 Fee 138.1 Fee 138.2 Fee 139 Actual/360 120 8 118 4/8/2017 0 0 Fee 140 Actual/360 120 8 118 4/8/2017 420 418 Fee 144 Actual/360 120 8 119 5/8/2017 0 0 Fee 148 Actual/360 120 8 117 3/8/2017 420 417 Fee 150 Actual/360 120 8 117 3/8/2017 420 417 Fee 153 Actual/360 120 8 119 5/8/2017 0 0 Fee 154 Actual/360 120 8 119 5/8/2017 0 0 Fee 155 Actual/360 120 8 119 5/8/2017 0 0 Fee 156 Actual/360 120 8 119 5/8/2017 360 360 Fee 168 Actual/360 120 8 120 6/8/2017 360 360 Fee 171 Actual/360 120 8 120 6/8/2017 360 360 Fee 173 Actual/360 120 8 119 5/8/2017 360 360 Fee 175 Actual/360 120 8 118 4/8/2017 360 358 Fee 176 Actual/360 120 8 118 4/8/2017 0 0 Fee 181 Actual/360 120 8 119 5/8/2017 360 359 Fee 183 Actual/360 180 8 178 4/8/2022 180 178 Fee 185 Actual/360 120 8 119 5/8/2017 360 360 Fee 188 Actual/360 60 8 58 4/8/2012 0 0 Fee 201 Actual/360 144 8 142 4/8/2019 156 154 Fee 204 Actual/360 120 8 119 5/8/2017 360 360 Fee/Leasehold 205 Actual/360 120 8 120 6/8/2017 0 0 Fee 207 Actual/360 120 8 118 4/8/2017 360 358 Fee 209 Actual/360 120 8 119 5/8/2017 384 384 Fee 213 Actual/360 120 8 119 5/8/2017 360 360 Fee 217 Actual/360 120 8 118 4/8/2017 300 298 Fee 226 Actual/360 144 8 142 4/8/2019 144 142 Fee 228 Actual/360 120 8 118 4/8/2017 360 360 Fee 231 Actual/360 120 8 119 5/8/2017 360 359 Fee 232 Actual/360 120 8 119 5/8/2017 240 239 Fee 234 Actual/360 60 8 58 4/8/2012 360 360 Leasehold 235 Actual/360 120 8 119 5/8/2017 360 360 Fee 236 Actual/360 120 8 118 4/8/2017 360 358 Fee 237 Actual/360 120 8 118 4/8/2017 144 142 Fee 238 Actual/360 120 8 118 4/8/2017 0 0 Fee 239 Actual/360 120 8 118 4/8/2017 360 360 Fee 241 Actual/360 120 8 118 4/8/2017 360 360 Fee 242 Actual/360 120 8 119 5/8/2017 360 359 Fee 244 Actual/360 120 8 117 3/8/2017 360 360 Fee 248 Actual/360 120 8 119 5/8/2017 360 360 Fee 249 Actual/360 120 8 119 5/8/2017 360 359 Fee 251 Actual/360 120 8 118 4/8/2017 420 420 Fee 252 Actual/360 120 8 118 4/8/2017 420 420 Fee 253 Actual/360 120 8 118 4/8/2017 360 360 Fee 253.1 Fee 253.2 Fee 254 Actual/360 120 8 119 5/8/2017 240 239 Fee 255 Actual/360 144 8 142 4/8/2019 156 154 Fee 256 Actual/360 120 8 119 5/8/2017 360 359 Fee 257 Actual/360 120 8 119 5/8/2017 360 359 Fee 258 Actual/360 120 8 120 6/8/2017 360 360 Fee 259 Actual/360 120 8 118 4/8/2017 360 358 Fee 261 Actual/360 120 8 119 5/8/2017 312 311 Fee 262 Actual/360 120 8 120 6/8/2017 420 420 Fee 264 Actual/360 120 8 118 4/8/2017 360 360 Fee 265 Actual/360 120 8 118 4/8/2017 0 0 Fee 267 Actual/360 120 8 119 5/8/2017 120 119 Fee 274 Actual/360 120 8 117 3/8/2017 360 360 Fee 277 Actual/360 120 8 118 4/8/2017 360 360 Fee 279 Actual/360 120 8 118 4/8/2017 360 358 Fee 280 Actual/360 144 8 142 4/8/2019 144 142 Fee 282 Actual/360 120 8 119 5/8/2017 360 360 Fee 286 Actual/360 120 8 118 4/8/2017 360 360 Fee 287 Actual/360 120 8 118 4/8/2017 360 358 Fee 288 Actual/360 120 8 119 5/8/2017 360 359 Fee 289 Actual/360 120 8 120 6/8/2017 360 360 Fee 293 Actual/360 120 8 118 4/8/2017 420 418 Fee 294 Actual/360 120 8 118 4/8/2017 360 358 Fee 296 Actual/360 120 8 119 5/8/2017 360 359 Fee 297 Actual/360 120 8 117 3/8/2017 360 360 Fee 298 Actual/360 120 8 119 5/8/2017 0 0 Fee 300 Actual/360 120 8 119 5/8/2017 300 299 Fee 303 Actual/360 120 8 118 4/8/2017 360 360 Fee 304 Actual/360 60 8 58 4/8/2012 0 0 Fee 305 Actual/360 60 8 59 5/8/2012 360 359 Fee 306 Actual/360 120 8 118 4/8/2017 120 118 Fee 307 Actual/360 120 8 119 5/8/2017 360 360 Fee 308 Actual/360 120 8 117 3/8/2017 360 360 Fee 309 Actual/360 180 8 180 6/8/2022 180 180 Fee 310 Actual/360 120 8 119 5/8/2017 0 0 Fee 311 Actual/360 120 8 118 4/8/2017 420 418 Fee 313 Actual/360 120 8 118 4/8/2017 360 358 Fee 316 Actual/360 120 8 119 5/8/2017 360 360 Fee 317 Actual/360 120 8 120 6/8/2017 360 360 Fee 320 Actual/360 120 8 119 5/8/2017 360 359 Fee 323 Actual/360 120 8 117 3/8/2017 360 360 Fee 324 Actual/360 120 8 119 5/8/2017 360 359 Fee 325 Actual/360 120 8 118 4/8/2017 360 358 Fee 326 Actual/360 360 1 350 8/1/2036 360 350 Fee Hybrid ARD Environmental Cross Cross Loan # Step Up Insurance Defaulted Collateralized ------ ---------------------------------------------------------------- ------------- --------- -------------- 2 No 7 No 11 No 11.01 No 11.02 No 11.03 No 11.04 No 11.05 No 11.06 No 11.07 No 11.08 No 11.09 No 11.10 No 11.11 No 11.12 No 11.13 No 11.14 No 11.15 No 11.16 No 11.17 No 11.18 No 11.19 No 11.20 No 11.21 No 11.22 No 11.23 No 11.24 No 11.25 No 11.26 No 11.27 No 11.28 No 11.29 No 11.30 No 11.31 No 11.32 No 11.33 No 11.34 No 11.35 No 11.36 No 11.37 No 11.38 No 11.39 No 11.40 No 11.41 No 11.42 No 11.43 No 11.44 No 11.45 No 11.46 No 11.47 No 11.48 No 11.49 No 11.50 No 11.51 No 11.52 No 11.53 No 11.54 No 11.55 No 11.56 No 11.57 No 11.58 No 11.59 No 11.60 No 11.61 No 11.62 No 12 No 13 No 15 No 19 No 21 No 27 No 29 No 30 No 31 No 33 No 36 No 38 No 39 No 39.1 No 39.2 No 39.3 No 40 No 43 No 44 No 45 No 49 No 50 No 55 No 56 No 57 No 58 No 64 No 65 No 65.1 No 65.2 No 65.3 No 65.4 No 65.5 No 65.6 No 65.7 No 65.8 No 66 No 66.1 No 66.2 No 66.3 No 72 No 73 No 75 No 78 No 79 No 79.1 No 79.2 No 80 No 84 No 86 No 89 No 93 No 94 No 95 No 97 No 99 No 100 Greater of (i) sum of 10 year Treasury plus 3.95% and (ii) 8.54% No 101 No 104 No 104.1 No 104.2 No 104.3 No 104.4 No 104.5 No 109 No 110 No 111 No 114 No 115 No 116 No 118 No 119 No 120 Greater of (i) sum of 7 year Treasury plus 3.10% and (ii) 7.85% No 121 No 127 No 129 No 130 No 132 No 138 No 138.1 No 138.2 No 139 No 140 No 144 No 148 No 150 No 153 No 154 No 155 No 156 No 168 No 171 No 173 No 175 No 176 No 181 No 183 No 185 No 188 No 201 No 204 No 205 No 207 No 209 No 213 No 217 No 226 No 228 No 231 No 232 No 234 No 235 No 236 No 237 No 238 No 239 No 241 No 242 No 244 No 248 No 249 No 251 No 252 No 253 No 253.1 No 253.2 No 254 No 255 No 256 No 257 No 258 No 259 No 261 No 262 No 264 No 265 No 267 No 274 No 277 No 279 No 280 No 282 No 286 No 287 No 288 No 289 No 293 No 294 No 296 No 297 No 298 No 300 No 303 No 304 No 305 No 306 No 307 No 308 No 309 No 310 No 311 No 313 No 316 No 317 No 320 No 323 No 324 No 325 No 326 No Partial Upfront Upfront Upfront Defeasance Letter of Lockbox Holdback Engineering Capex TI/LC Loan # Allowed Credit Type Amount Reserve ($) Reserve ($) Reserve ($) ------ ---------- --------- ------------------------------- -------- ----------- ----------- ----------- 2 Hard 7 370,000 11 Yes None at Closing, Springing Hard 11.01 11.02 11.03 11.04 11.05 11.06 11.07 11.08 11.09 11.10 11.11 11.12 11.13 11.14 11.15 11.16 11.17 11.18 11.19 11.20 11.21 11.22 11.23 11.24 11.25 11.26 11.27 11.28 11.29 11.30 11.31 11.32 11.33 11.34 11.35 11.36 11.37 11.38 11.39 11.40 11.41 11.42 11.43 11.44 11.45 11.46 11.47 11.48 11.49 11.50 11.51 11.52 11.53 11.54 11.55 11.56 11.57 11.58 11.59 11.60 11.61 11.62 12 Yes Yes 600,000 13 15 19 Hard 21 Hard 27 Hard 29 Yes 30 31 Hard 33 1,207,955 36 Yes 2,047 38 Hard 813 195,000 39 Yes 39.1 39.2 39.3 40 561 1,870 43 44 307,863 45 49 Hard 50 Soft 158,750 4,750 55 150,000 56 57 58 1,604 64 10,188 140,000 65 Yes 65.1 65.2 65.3 65.4 65.5 65.6 65.7 65.8 66 Yes Hard 310,206 66.1 66.2 66.3 72 265,835 73 1,315 75 Hard 48,000 78 Hard 79 Yes 79.1 79.2 80 84 86 89 None at Closing, Springing Hard 93 Hard 2,350,000 94 Hard 95 8,030 97 Hard 11,875 2,083 99 15,000 100 Hard 101 150,000 104 Yes 104.1 104.2 104.3 104.4 104.5 109 None at Closing, Springing Hard 110 111 100,000 114 Hard 115 116 118 Hard 119 120 Hard 121 127 20,344 129 Hard 130 132 Hard 3,502 138 138.1 138.2 139 140 157,500 2,333 144 148 23,000 150 None at Closing, Springing Hard 300,000 153 154 155 156 168 171 173 175 176 181 1,250 183 Hard 185 Hard 188 400,000 201 Hard 204 45,000 65,000 205 207 Yes 209 213 Hard 217 226 Hard 228 Hard 231 65,000 232 14,375 234 235 236 2,813 100,000 237 Hard 238 239 241 5,340 242 244 1,375 248 249 251 252 253 11,250 253.1 253.2 254 255 Hard 256 257 258 259 49,500 261 24,000 262 264 265 267 Hard 274 4,375 277 279 280 Hard 282 286 287 288 None at Closing, Springing Hard 289 293 294 296 Hard 297 298 300 303 40,000 304 Hard 305 306 Hard 307 308 104,500 309 310 311 313 316 317 320 29,750 323 324 325 326 Upfront Upfront Upfront Monthly Monthly Monthly Monthly Monthly RE Tax Ins. Other Capex Capex TI/LC TI/LC RE Tax Loan # Reserve ($) Reserve ($) Reserve ($) Reserve ($) Reserve Cap ($) Reserve ($) Reserve Cap ($) Reserve ($) ------ ----------- ----------- ----------- ----------- --------------- ----------- --------------- ----------- 2 432,385 85,433 2,673 250,000 4,456 250,000 108,096 7 125,556 9,446 50,000 2,825 9,792 17,937 11 224,090 1,406,694 11.01 11.02 11.03 11.04 11.05 11.06 11.07 11.08 11.09 11.10 11.11 11.12 11.13 11.14 11.15 11.16 11.17 11.18 11.19 11.20 11.21 11.22 11.23 11.24 11.25 11.26 11.27 11.28 11.29 11.30 11.31 11.32 11.33 11.34 11.35 11.36 11.37 11.38 11.39 11.40 11.41 11.42 11.43 11.44 11.45 11.46 11.47 11.48 11.49 11.50 11.51 11.52 11.53 11.54 11.55 11.56 11.57 11.58 11.59 11.60 11.61 11.62 12 58,628 34,074 4,740,000 1,890 68,032 170,079 19,543 13 15 28,431 19 32,593 19,480 21 28,048 3,357 4,000,000 1,862 44,692 4,655 111,730 5,610 27 42,061 3,000,000 501 12,033 1,253 30,082 8,412 29 99,519 13,452 65,000 500 18,000 33,173 30 14,710 4,990 9,750 14,710 31 775,545 33 3,957 1,037,744 250,000 12,685 36 66,451 4,111 1,500,000 2,047 22,150 38 6,023 1,935 3,010,000 712 6,023 39 38,651 39,903 39.1 39.2 39.3 40 44,353 561 13,465 1,870 44,883 14,784 43 55,679 5,723 13,920 44 86,371 32,151 780,654 1,038 6,125 21,593 45 21,460 8,410 1,000,000 772 27,784 1,929 69,461 10,730 49 16,910 4,957 25,994 13,140 50 20,162 34,052 4,750 10,081 55 116,139 1,786 42,869 5,954 300,000 19,357 56 28,331 17,431 620,000 14,165 57 95,682 67,689 12,454 13,669 58 8,434 8,363 1,604 57,750 2,811 64 147,435 27,708 140,000 18,429 65 87,215 5,308 100,000 2,569 30,000 12,514 65.1 65.2 65.3 65.4 65.5 65.6 65.7 65.8 66 20,571 20,937 16,512 5,600 66.1 66.2 66.3 72 10,808 2,132 950 6,600 500,000 5,404 73 8,750 1,000,000 657 75 12,269 17,967 878 12,269 78 79 66,906 2,183 10,223 79.1 79.2 80 54,540 14,691 12,493 749,580 84 24,240 2,348 8,080 86 4,800 520 31,175 2,455 89 33,831 1,903 883 4,810 11,277 93 25,097 2,592 7,880 5,019 94 95 14,747 2,088 7,373 97 20,525 11,317 2,083 5,131 99 28,364 4,491 1,215 29,000 3,469 83,250 7,091 100 101 8,655 12,193 2,458 4,327 104 99,331 4,908 1,588 110,000 3,077 150,000 12,184 104.1 104.2 104.3 104.4 104.5 109 48,052 4,295 1,496 35,892 9,970 350,000 16,017 110 111 9,648 1,635 100,000 4,824 114 29,582 9,895 603 3,935 9,861 115 37,614 3,954 605 21,793 2,825 101,702 6,269 116 32,208 19,529 1,097 34,800 2,129 75,000 6,442 118 119 6,327 535 210,038 336 12,096 3,164 120 121 52,871 20,533 3,667 10,574 127 17,225 10,450 781 28,116 2,603 93,712 8,613 129 63,863 2,101 1,688 60,000 7,215 252,380 12,773 130 29,204 2,138 1,246 7,301 132 6,943 3,502 6,943 138 30,716 7,679 138.1 138.2 139 5,000 140 8,100 4,083 2,333 4,050 144 148 447 550,000 92 3,308 306 11,025 10,256 150 2,455 643 38,590 300,000 6,720 153 49,950 34,145 13,921 3,183 76,400 6,244 154 101,469 20,217 3,600 86,400 12,684 155 76,648 22,287 6,460 3,267 78,408 10,950 156 30,777 523 337,508 359 2,723 100,000 7,694 168 10,248 8,000 171 13,754 2,160 4,751 2,292 173 15,320 33,697 80,000 423 10,155 1,375 82,508 2,189 175 60,905 34,760 2,750 8,701 176 11,967 2,379 440 15,855 1,760 63,375 2,393 181 32,227 2,040 2,832 4,604 183 11,481 13,146 5,741 185 188 201 17,373 2,694 8,686 204 35,217 954 220 1,686 80,912 3,913 205 14,329 7,964 10,000 750 3,582 207 753 5,881 75,000 104 520 24,948 753 209 32,066 18,896 1,333 6,413 213 217 38,936 1,347 583 226 36,678 10,178 7,336 228 12,903 444 364 1,418 2,150 231 6,068 2,973 65,000 2,023 232 66,473 10,512 1,046 37,666 11,079 234 9,163 1,095 1,069 7,462 4,582 235 7,715 1,049 250,000 417 1,929 236 19,441 2,385 1,210 43,548 3,306 119,030 3,888 237 12,422 9,627 4,141 238 9,473 4,634 625 3,158 239 10,888 3,824 675 5,444 241 45,890 997 5,340 1,040 9,178 242 11,239 4,911 2,159 5,620 244 3,184 1,932 354 12,750 1,592 248 10,070 1,783 1,133 40,800 2,517 249 8,141 4,071 251 4,938 307 102 3,672 339 12,204 2,469 252 14,862 1,315 478,000 279 4,954 253 7,021 9,874 641 780 46,785 1,404 253.1 253.2 254 8,589 22,398 1,500 54,000 4,294 255 17,576 8,674 3,515 256 7,622 67,824 92 691 3,811 257 9,442 2,451 531 19,113 1,574 258 15,775 8,649 50,000 205 9,840 479 22,992 1,972 259 3,267 1,854 2,934 261 12,968 11,765 2,050 2,161 262 6,804 4,075 356 1,701 264 1,347 295 106 3,822 417 25,000 1,347 265 8,083 6,547 2,694 267 12,145 16,927 2,429 274 9,924 1,313 63,000 4,962 277 279 4,901 6,935 548 1,634 280 12,516 6,918 2,503 282 6,997 489 56 278 3,499 286 7,568 254 29,519 177 6,357 765 50,000 1,261 287 28,523 11,258 1,268 4,075 288 128 4,600 289 4,419 9,973 139 8,324 694 41,618 1,473 293 7,027 5,555 217 586 294 5,200 367 78 480 2,600 296 1,040 84 297 18,968 3,706 2,710 298 8,481 2,120 300 303 12,341 818 104 40,000 2,468 304 11,640 2,449 226 11,640 305 11,970 1,006 97 1,087 2,394 306 8,052 6,985 2,684 307 16,375 1,442 158 1,181 3,275 308 5,968 5,090 2,759 1,492 309 45,223 7,764 5,653 310 13,922 1,272 78 2,784 311 3,379 184 1,689 313 8,878 523 76 616 1,776 316 8,439 370 40,000 492 18,000 2,113 75,000 4,220 317 15,629 4,058 600 28,800 5,210 320 7,929 1,052 368 1,322 323 1,905 64 1,905 324 7,158 318 150 820 1,193 325 2,095 323 33 1,200 333 698 326 557 Monthly Monthly Ins. Other Grace Grace Loan # Reserve ($) Reserve ($) to Late to Default ------ ----------- ----------- ------- ---------- 2 22,159 0 0 7 4,723 0 0 11 0 0 11.01 11.02 11.03 11.04 11.05 11.06 11.07 11.08 11.09 11.10 11.11 11.12 11.13 11.14 11.15 11.16 11.17 11.18 11.19 11.20 11.21 11.22 11.23 11.24 11.25 11.26 11.27 11.28 11.29 11.30 11.31 11.32 11.33 11.34 11.35 11.36 11.37 11.38 11.39 11.40 11.41 11.42 11.43 11.44 11.45 11.46 11.47 11.48 11.49 11.50 11.51 11.52 11.53 11.54 11.55 11.56 11.57 11.58 11.59 11.60 11.61 11.62 12 2,621 0 0 13 0 0 15 0 0 19 0 0 21 3,357 0 0 27 1,278 0 0 29 4,484 0 0 30 4,990 0 0 31 5 5 (once per calendar year) 33 1,979 0 0 36 2,055 0 0 38 968 0 0 39 0 10 39.1 39.2 39.3 40 0 0 43 2,862 0 0 44 5,358 0 0 45 4,205 0 0 49 4,957 0 0 50 2,838 0 0 55 2,133 0 0 56 1,453 0 0 57 8,461 0 0 58 2,091 0 0 64 6,927 0 0 65 4,794 0 0 65.1 65.2 65.3 65.4 65.5 65.6 65.7 65.8 66 4,546 0 0 66.1 66.2 66.3 72 2,132 0 0 73 972 0 0 75 2,246 0 0 78 0 0 79 0 0 79.1 79.2 80 3,673 0 0 84 1,174 0 0 86 0 0 89 951 0 0 93 2,592 0 0 94 0 0 95 0 0 97 1,257 0 0 99 898 0 0 100 0 0 101 3,530 0 0 104 1,593 0 0 104.1 104.2 104.3 104.4 104.5 109 4,295 0 0 110 0 0 111 818 0 0 114 989 0 0 115 1,977 0 0 116 1,775 0 0 118 0 0 119 535 0 0 120 0 0 121 2,933 0 0 127 871 0 0 129 2,101 0 0 130 713 0 0 132 0 0 138 0 0 138.1 138.2 139 0 0 140 2,042 0 0 144 0 0 148 447 0 0 150 1,228 0 0 153 3,415 1988.68 0 0 154 2,022 0 0 155 11,144 922.92 0 0 156 523 0 0 168 1,281 0 0 171 360 0 0 173 2,808 0 0 175 8,690 0 0 176 1,189 0 0 181 2,040 0 0 183 1,195 0 0 185 0 0 188 0 0 201 1,347 0 0 204 318 0 0 205 1,991 0 0 207 840 0 0 209 3,149 0 0 213 0 0 217 150 0 0 226 925 0 0 228 222 0 0 231 743 0 0 232 1,752 0 0 234 1,095 0 0 235 525 0 0 236 477 0 0 237 875 0 0 238 927 0 0 239 1,912 0 0 241 499 0 0 242 4,911 0 0 244 966 0 0 248 594 0 0 249 0 0 251 154 0 0 252 657 0 0 253 1,411 0 0 253.1 253.2 254 1,697 0 0 255 789 0 0 256 0 0 257 1,226 0 0 258 1,236 0 0 259 1,633 0 0 261 1,870 0 0 262 408 0 0 264 295 0 0 265 818 0 0 267 1,411 0 0 274 0 0 277 0 0 279 1,156 0 0 280 629 0 0 282 245 0 0 286 127 0 0 287 3,753 0 0 288 0 0 289 831 0 0 293 694 0 0 294 184 0 0 296 520 0 0 297 529 0 0 298 0 0 300 0 0 303 409 0 0 304 408 0 0 305 503 0 0 306 635 0 0 307 721 0 0 308 2,545 0 0 309 776 0 0 310 636 0 0 311 92 0 0 313 261 0 0 316 185 0 0 317 507 0 0 320 175 0 0 323 0 0 324 318 0 0 325 323 0 0 326 373 10 30