EX-10.1 4 ml9817612-ex10_1.txt MERRILL MORTGAGE LOAN PURCHASE AGREEMENT EXHIBIT 10.1 MORTGAGE LOAN PURCHASE AGREEMENT This Mortgage Loan Purchase Agreement, dated as of August 1, 2007 (this "Agreement"), is entered into between Merrill Lynch Mortgage Lending, 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 August 1, 2007 (the "Pooling and Servicing Agreement"), among the Purchaser as depositor, KeyCorp Real Estate Capital Markets, Inc. as master servicer no. 1 (in such capacity, "Master Servicer No. 1" and, also a "Master Servicer"), Wells Fargo Bank, National Association as master servicer no. 2 ("Master Servicer No. 2" and, also a "Master Servicer"), Midland Loan Services, Inc. as special servicer (in such capacity, the "Special 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 August 17, 2007 (the "Underwriting Agreement"), with Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") for itself and as representative of Countrywide Securities Corporation ("Countrywide Securities"), KeyBanc Capital Markets Inc. ("KBCM"), Banc of America Securities LLC ("Banc of America Securities"), Bear, Stearns & Co. Inc. ("BSCI", Merrill Lynch, Countrywide Securities, KBCM, Banc of America Securities and BSCI, 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. The Purchaser has also entered into a Certificate Purchase Agreement, dated as of August 17, 2007 (the "Certificate Purchase Agreement"), with Merrill Lynch for itself and as representative of Countrywide Securities and KBCM (collectively, in such capacity, the "Initial Purchasers"), whereby the Purchaser will sell to the Initial Purchasers all of the remaining 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. 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 $874,784,080 (the "MLML 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 MLML 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 $2,435,364,704 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on August 28, 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) 98.47608631698830% of the MLML Mortgage Loan Balance as of the Cut-off Date, plus (ii) $4,126,901, which amount represents the amount of interest accrued on the MLML 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 as provided in the Pooling and Servicing Agreement, sub-servicing agreements permitted thereunder and 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 Serviced 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 2007-8, Commercial Mortgage Pass-Through Certificates, Series 2007-8, 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 2007-8, Commercial Mortgage Pass-Through Certificates, Series 2007-8 (or, in the case of a Loan Combination, in favor of LaSalle Bank National Association, as trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2007-8, Commercial Mortgage Pass-Through Certificates, Series 2007-8, and in its capacity as lead lender on behalf of the holder(s) of the related Non-Trust Loan(s)), or in blank; (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 2007-8, Commercial Mortgage Pass-Through Certificates, Series 2007-8 (or, in the case of a Loan Combination, in favor of LaSalle Bank National Association, as trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2007-8, Commercial Mortgage Pass-Through Certificates, Series 2007-8, and in its capacity as lead lender on behalf of the holder(s) of the related Non-Trust Loan(s)), or in blank; (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 2007-8, Commercial Mortgage Pass-Through Certificates, Series 2007-8, as assignee (or, in the case of a Loan Combination, in favor of LaSalle Bank National Association, as trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2007-8, Commercial Mortgage Pass-Through Certificates, Series 2007-8, and in its capacity as lead lender on behalf of the holder(s) of the related Non-Trust Loan(s)), or in blank; (ix) an original or a copy of any Ground Lease, guaranty or ground lessor estoppel; (x) an original or a copy of an 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; (xii) with respect to a Mortgage Loan secured by a hospitality property, a signed copy of any franchise agreement and/or franchisor comfort letter; and (xiii) if such Trust Mortgage Loan is part of a Loan Combination, an original or a copy of the related Loan Combination Intercreditor Agreement. 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 Trustee that is referred to in clause (iv) of the definition of "Mortgage File" and each UCC Financing Statement assignment in favor of the Trustee 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 Custodian in connection with any such recording, filing or delivery performed by the Custodian 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 KeyCorp Real Estate Capital Markets, Inc. 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 the applicable 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. 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 Delaware and the Seller has taken all necessary 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 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 August 17, 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 discovers or 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 such discovery or 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; and provided, further, that no Document Defect (other than with respect to the Specially Designated Mortgage Loan Documents) shall be considered to materially and adversely affect the interests of the Certificateholders or the value of the related Mortgage Loan unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the mortgagee's rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien or any collateral securing the Mortgage Loan or for any immediate servicing obligations. 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 (i) 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 and (ii) the consent of the Controlling Class Representative (if one is then acting), which consent shall not be unreasonably withheld or delayed. 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, the Seller shall provide, once every ninety 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 Seller's right to cure a Document Defect or Breach 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 I. (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 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 August 17, 2007, among the Seller, Countrywide Commercial Real Estate Finance, Inc., KeyBank 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 and/or collectively, the "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) a certificate of good standing of the Seller issued by the State of Delaware not earlier than thirty (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 (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 (in its role as Sponsor), 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 two 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 of 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 on Form 8-K, Form 10-D or Form 10-K with respect to the Trust as required under the 1934 Act and any applicable rules promulgated thereunder and as required under Regulation AB. 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) and also by facsimile transmission 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 the case of a notice sent by mail or courier service) or transmitted (in the case of a faxed notice), 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 ------ MERRILL LYNCH MORTGAGE LENDING, INC. By: /s/ David M. Rodgers ------------------------------------- Name: David M. Rodgers Title: 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 Securitization EXHIBIT A Seller: Address for Notices: Merrill Lynch Mortgage Lending, 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 Lending, 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 Lending, 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 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 August 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 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) the date on which each related Mortgage File for the related Mortgage Loan was delivered to Anthracite Capital, Inc. or its designee for review 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, after due inquiry consistent with the inquiry a reasonably prudent commercial mortgage lender would conduct under similar circumstances, 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 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 Representation 4 U-Haul SAC 12 & 13, The related Mortgage Loans have been closed in the Santa Clarita Plaza, name of MERS and therefore no assignment of Pacific Asian Plaza, mortgage needs to be recorded in the public Solita Soho Hotel, records however, certain actions need to be taken Federal Way Crossings to cause the related Trust to be shown as the II, Lancaster Courtyard owner of the loans in the records of MERS. by Marriott, 198 & 200 Main Street, CVS West Hempstead, Walgreens Stephens City Farallon Portfolio The related Mortgage Loans that will be included in the trust are senior and subordinate loans in a multiple loan structure comprised of 37 mortgage loans, each of which (whether or not included in the trust) is secured by the same mortgage instrument and are cross defaulted with the others. The related Mortgagor owns approximately 143 manufactured homes (out of 57,000 pads) for which either no lien was created or the lien may not be perfected. With respect to clause (e), certain states and municipalities have adopted laws and regulations specifically regulating the ownership and operation of manufactured home communities which may grant to community residents a right of first refusal on a sale of their community by the owner to a third-party. With respect to clause (e), a portion of the Portside manufactured home community is subject to a right of first refusal in favor of a third party that applies if such portion of such manufactured home community (but not the entire manufactured home community) is conveyed. CVS Distribution Center With respect to clause (e), the ground lessee has a first right of refusal to purchase the related Mortgaged Property. However, such tenant has agreed that such right shall not apply to a sale of the related Mortgaged Property pursuant to a foreclosure, deed in lieu of foreclosure or any other enforcement action. Walgreen's Stephens City With respect to clause (e), the sole tenant has a right of first refusal to purchase the related Mortgaged Property pursuant to the terms of its lease. However, such tenant has agreed that such right shall not apply to a successor landlord in the event of a foreclosure, deed in lieu of foreclosure or any other enforcement action under the related Mortgage. CVS West Hempstead The related Mortgaged Property is encumbered by covenants and restrictions in 1946 deeds limiting the use of the related Mortgaged Property to a single family home. The title insurance policy on the related Mortgage Property insures against monetary loss including defense cost by reason of attempted enforcement of such restrictions and that violation of same will not result in forfeiture or reversion of title. Additionally, the related Mortgage Loan becomes recourse if any person asserts rights under such covenants and restrictions. Representation 5 U-Haul SAC 12 & 13, The related Mortgage Loans have been closed in the Santa Clarita Plaza, name of MERS and therefore no assignment of Pacific Asian Plaza, mortgage needs to be recorded in the public Solita Soho Hotel, records however, certain actions need to be taken Federal Way Crossings to cause the related Trust to be shown as the II, Lancaster Courtyard owner of the loans in the records of MERS. by Marriott, 198 & 200 Main Street, CVS West Hempstead, Walgreens Stephens City Representation 7 Farallon Portfolio Certain Mortgaged Properties located in states where affirmative title insurance coverage for encroachments is not available contain improvements which encroach upon easements, property boundaries and/or building restriction lines or adjoin properties that contain the same concerning such Mortgaged Properties. SAC/U-Haul Self Storage The related Mortgaged Property known as U-Haul Portfolio Center of North Richland Hills, Texas (UHaul No. 836042) has received a "Notice of Public Meeting" from the Texas Department of Transportation regarding proposed highway improvements. The notice invited all interested parties to attend with no indication of timing or properties that may be affected. Representation 8 Farallon Portfolio The related title insurance policy does not cover any manufactured houses owned by the related Mortgagor. Representation 10 Farallon Portfolio The related Mortgage Loan documents do not require the related Mortgagor to obtain and maintain insurance coverage for acts of terrorism. Walgreen's Stephens City The related Mortgage Loan documents provide that Walgreens & Co. may self-insure with respect to the related Mortgaged Property and as such, a separate policy of terrorism insurance is not required. Representation 14 Farallon Portfolio The related Mortgagor-owned manufactured homes may be insured in an amount not less than the actual cash value of such homes, which may be less than the replacement value of such homes. Seismic insurance is not required if not available at commercially reasonable rates. The related Mortgage Loan documents do not require insurance to cover acts of terrorism. The related fire and extended perils (or equivalent) policy permits reduction in insurance proceeds for depreciation of the related Mortgaged Property. Empirian Portfolio - The amount of insurance included within the Pool Two classification of "all risk of physical loss" is subject to a $250,000,000 per occurrence limit. Coastal windstorm insurance must be in an amount not less than $75,000,000 and on terms consistent with the comprehensive all risk policy. At any time that the Terrorism Risk Insurance Act of 2002 is not in effect, if "acts of terrorism" or "fire following" are thereafter excluded from the all risk policy and the related Borrower has not obtained an endorsement to the insurance policies, Borrower must maintain, to the extent available, a separate policy with an insurance provider that maintains at least an investment grade rating from Moody's (that is "Baa3") and/or S&P (that is "BBB") and otherwise meeting Rating Agency criteria. Representation 17 Farallon Portfolio Ability to restore legal non-conforming manufactured home communities following a casualty is in certain cases dependent on obtaining approvals of certain governmental entities, the timing of such restoration work or the extent of damage to the applicable manufactured home community. Representation 18 Farallon Portfolio One of the related Mortgaged properties with an allocated loan amount of $3,648,000 is ground leased. With respect to clause: (i): Some amendments were not recorded but a memorandum of the original related ground lease and the related estoppel have been recorded. (iii): The related ground lease is further assignable to commercially reasonably capitalized entities. (xi): The related ground lease does not provide that any such action without such consent is not binding on such mortgagee, its successors and assigns. Representation 21 Empirian Portfolio - The related Mortgagee, Arbor Commercial Funding, Pool Two LLC, has a preferred equity investment of up to $70,000,000 in the related Mortgage Loan. The preferred equity is subordinate to the related senior lender. 198 & 200 Main Street The related Mortgage Loan has a preferred equity piece totaling $1,600,000 provided by RCG Longview II, L.P. The right of payment on the preferred equity is paid out of net cash flow which is after payment of all amounts due to the related senior lender and related property operating expenses. Representation 23 Farallon Portfolio The related Mortgage Loans that will be included in the trust are senior and subordinate loans in a multiple loan structure comprised of 37 mortgage loans, each of which (whether or not included in the trust) is secured by the same mortgage instrument and are cross defaulted with the others. Casino Self Storage There is a junior lien on the related Mortgaged Property pursuant to a certain 2003 Settlement Agreement resulting from an agreement between the Borrower and the City of Moorpark, California for the Borrower to obtain a zoning variance in exchange for payment. Under the related Settlement Agreement, the City agreed to a certain zoning classification and the related Borrower agreed to pay the City $1,200,000 in installments over a period of 14 years. The related Borrower's obligation to pay the City is secured by a deed of trust which is junior to any permanent financing pursuant to a subordination agreement in favor of any permanent lender. The outstanding balance on the deed of trust is $960,000. Representation 26 Federal Way Crossings - The related Mortgagor, will provide a certificate Phase II of occupancy for the tenant spaces to be occupied (McDonald's, Winestyles and Blue Island Sushi) post-closing upon each of the tenants taking occupancy of their respective tenant spaces at the related Mortgaged Property. With respect to such certificates of occupancy, a reserve fund was established at closing until such time as the related tenant delivered an estoppel certificate indicating that each tenant is in occupancy, open for business and paying full unabated rent together with confirmation that the certificate of occupancy has been issued. Representation 27 Farallon Portfolio The related Mortgage Loans that will be included in the trust are senior and subordinate loans in a multiple loan structure comprised of 37 mortgage loans, each of which (whether or not included in the trust) is secured by the same mortgage instrument and are cross defaulted with the others. Representation 31 Farallon Portfolio As part of the multiple loan structure, there is a floating rate non-trust loan. Representation 32 Farallon Portfolio The related Seller's consultant inspected 100 of the manufactured home communities out of 274 manufactured home communities constituting a portion of the collateral for the related Mortgage Loan. Representation 34 Farallon Portfolio, The Each of the related Mortgage Loans have permitted Haven, Pacific Asian transfers to a pre-approved person, types of Plaza, Federal Way persons or categories of persons meeting the Crossings II, CVS West requirements set forth in Section 6 of each of the Hempstead related Mortgage Loan Documents. Representation 35 Farallon Portfolio The following properties owned by the related Mortgagor are not part of the related Mortgaged Property: (i) mineral rights, if any, (ii) leasehold interest in a certain lake and related amenities at Cypress Shores manufactured home community, (iii) leasehold interest in land leased from municipal airport at Cypress Shores manufactured home community that affects up to ten (10) home-sites, (iv) three (3) leased home-sites for manufactured homes at Sunnyside manufactured home community, and (v) 30 manufactured homes owned by the related Mortgagor at various manufactured home communities. Courtyard by Marriot - The related Borrower is not a single purpose Lancaster entity. Representation 43 Farallon Portfolio The recourse liability to the related Mortgagor covers only actual loss, costs, liability, damage or expense (including, without limitation, reasonable attorneys' fees and disbursements) arising out of only the following: (i) any intentional fraud or willful misrepresentation contained in any of the related Mortgage Loan documents or reports furnished directly or indirectly by the related Mortgagor or any of Mortgagor's affiliates pursuant to any related Mortgage Loan document or in the origination of the loan; (ii) intentional misapplication or intentional misappropriation of funds (including loss proceeds or certain rents), security deposits, payments received from credit card companies and any other funds due the related Lender under the related Mortgage Loan documents in contravention of such Mortgage Loan documents; (iii) damage to the related Mortgaged Property resulting from intentional acts of the related Mortgagor; (iv) any material breach of certain SPE provisions of the related Mortgage Loan agreement; (v) any material and intentional breach of a representation relating to financing information provided to the related Lender; or (vi) the failure to pay certain impositions assessed against the related Mortgaged Property to the extent there were sufficient funds available to pay and the related Lender allows the related Mortgagor to apply the same, or the failure to pay and discharge any mechanic's or materialman's liens against the related Mortgaged Property, where required pursuant to the related Mortgage Loan agreement, to the extent there were sufficient funds available to pay and discharge and the related Lender allows the related Mortgagor to apply the same. Capital Shopping Center The provision relating to recourse to the related Mortgagor and its principal with respect to misrepresentation is limited to: (i) "intentional, material misrepresentation;" (ii) "actual physical waste;" (iii) "intentional misapplication, misappropriation or conversion of tenant security deposits or rents;" (iv) "intentional misapplication, misappropriation or conversion of insurance proceeds or awards not applied in accordance with the terms of the related Mortgage Loan Documents." Courtyard by Marriot - The related Mortgage Loan does not contain Lancaster provisions pursuant to which the related Mortgagor, a principal or affiliate of such related Mortgagor or an entity controlled by a principal or affiliate of such related Mortgagor, has agreed to indemnify the related Mortgagee for damages resulting from violations of any applicable environmental laws relating to hazardous material at the related Mortgaged Property. Representation 53 Empirian Portfolio - The Loan was originated by Arbor Commercial Pool Two Mortgage, LLC and concurrently with closing, the related Mortgage Loan and all related Loan Documents were assigned to Merrill Lynch Mortgage Lending, Inc. 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
Property Loan # Loan Group Property Name Loan / Property Originator Type ------- ---------- ------------------------------------- --------------- ---------- -------------------- 1 2 Empirian Multifamily Portfolio Pool 2 Loan MLML Multifamily 1.01 2 Centre Lake III Property MLML Multifamily 1.02 2 Sunset Way Property MLML Multifamily 1.03 2 Jupiter Cove I Property MLML Multifamily 1.04 2 Thymewood I Property MLML Multifamily 1.05 2 Bel Aire Property MLML Multifamily 1.06 2 Redan Village Property MLML Multifamily 1.07 2 Dogwood Glen Property MLML Multifamily 1.08 2 Rivers End Property MLML Multifamily 1.09 2 Astorwood Property MLML Multifamily 1.1 2 Palm Place Property MLML Multifamily 1.11 2 Pine Barrens Property MLML Multifamily 1.12 2 Ridgewood - Indiana Property MLML Multifamily 1.13 2 Summit Center Property MLML Multifamily 1.14 2 Parkwood Village Property MLML Multifamily 1.15 2 Valleyfield - Georgia Property MLML Multifamily 1.16 2 Clearview Property MLML Multifamily 1.17 2 Apple Ridge Property MLML Multifamily 1.18 2 Northrup Court Property MLML Multifamily 1.19 2 Cedarwood Property MLML Multifamily 1.2 2 Amberwood Property MLML Multifamily 1.21 2 Shadetree Property MLML Multifamily 1.22 2 Heathmoore - Indianapolis Property MLML Multifamily 1.23 2 Harvest Grove Property MLML Multifamily 1.24 2 Ridgewood - Ohio Property MLML Multifamily 1.25 2 The Meadows - Ohio Property MLML Multifamily 1.26 2 Amhurst Property MLML Multifamily 1.27 2 Waterbury - Michigan Property MLML Multifamily 1.28 2 Pine Meadows I Property MLML Multifamily 1.29 2 Elmtree Park Property MLML Multifamily 1.3 2 Sherbrook Property MLML Multifamily 1.31 2 Heronwood Property MLML Multifamily 1.32 2 Windrush (FL) Property MLML Multifamily 1.33 2 Willowood Property MLML Multifamily 1.34 2 Valleyfield - Pennsylvania Property MLML Multifamily 1.35 2 Bridgepoint I Property MLML Multifamily 1.36 2 Willow Lakes Property MLML Multifamily 1.37 2 Shadow Trace Property MLML Multifamily 1.38 2 Berry Pines Property MLML Multifamily 1.39 2 Hillcrest Villas Property MLML Multifamily 1.4 2 Greentree Property MLML Multifamily 1.41 2 Waterbury - Ohio Property MLML Multifamily 1.42 2 Forsythia Court Property MLML Multifamily 1.43 2 Greenglen Property MLML Multifamily 1.44 2 Meadowood - Ohio Property MLML Multifamily 1.45 2 Oakwood Village Property MLML Multifamily 1.46 2 Deerwood Property MLML Multifamily 1.47 2 Spring Gate Property MLML Multifamily 1.48 2 Woodcrest I Property MLML Multifamily 1.49 2 Iris Glen Property MLML Multifamily 1.5 2 Lakeshore I Property MLML Multifamily 1.51 2 Ashgrove Property MLML Multifamily 1.52 2 Stillwater Property MLML Multifamily 1.53 2 Springbrook Property MLML Multifamily 1.54 2 Heathmoore - Evansville Property MLML Multifamily 1.55 2 Lindendale Property MLML Multifamily 1.56 2 Concord Square Property MLML Multifamily 1.57 2 Silver Forest Property MLML Multifamily 1.58 2 Charing Cross Property MLML Multifamily 1.59 2 Hatcherway Property MLML Multifamily 1.6 2 Stonehenge Property MLML Multifamily 1.61 2 Waterbury - Georgia Property MLML Multifamily 1.62 2 Longwood Property MLML Multifamily 1.63 2 Woodbine Property MLML Multifamily 1.64 2 Mulberry Property MLML Multifamily 1.65 2 Cedargate - Kentucky Property MLML Multifamily 1.66 2 Willow Run Property MLML Multifamily 1.67 2 Cedargate - Indiana Property MLML Multifamily 1.68 2 Hillside Manor Property MLML Multifamily 1.69 2 Princeton Court Property MLML Multifamily 1.7 2 Northwood Property MLML Multifamily 1.71 2 Slate Run Property MLML Multifamily 1.72 2 Parkville Property MLML Multifamily 1.73 2 Hartwick Property MLML Multifamily 2 2 Farallon Portfolio Loan MLML Manufactured Housing 2 2 Farallon Portfolio Loan MLML Manufactured Housing 2 2 Farallon Portfolio Loan MLML Manufactured Housing 2.001 2 Portside Property MLML Manufactured Housing 2.002 2 Shadow Hills Property MLML Manufactured Housing 2.003 2 CV-Jacksonville Property MLML Manufactured Housing 2.004 2 Western Hills Property MLML Manufactured Housing 2.005 2 Siesta Lago Property MLML Manufactured Housing 2.006 2 Hunter Ridge Property MLML Manufactured Housing 2.007 2 Camelot Property MLML Manufactured Housing 2.008 2 Wikiup Property MLML Manufactured Housing 2.009 2 Harmony Road Property MLML Manufactured Housing 2.01 2 Lamplighter Village Property MLML Manufactured Housing 2.011 2 Chalet North Property MLML Manufactured Housing 2.012 2 Country Club Mobile Estates Property MLML Manufactured Housing 2.013 2 Shadowood Property MLML Manufactured Housing 2.014 2 Southwind Village Property MLML Manufactured Housing 2.015 2 The Meadows Property MLML Manufactured Housing 2.016 2 Landmark Village Property MLML Manufactured Housing 2.017 2 Crescentwood Village Property MLML Manufactured Housing 2.018 2 Stone Mountain Property MLML Manufactured Housing 2.019 2 Casual Estates Property MLML Manufactured Housing 2.02 2 Village North Property MLML Manufactured Housing 2.021 2 Windsor Mobile Estates Property MLML Manufactured Housing 2.022 2 Riverdale (Colonial Coach) Property MLML Manufactured Housing 2.023 2 Foxhall Village Property MLML Manufactured Housing 2.024 2 New Twin Lakes Property MLML Manufactured Housing 2.025 2 Carnes Crossing Property MLML Manufactured Housing 2.026 2 Saddlebrook Property MLML Manufactured Housing 2.027 2 Thornton Estates Property MLML Manufactured Housing 2.028 2 Mountainside Estates Property MLML Manufactured Housing 2.029 2 Castlewood Estates Property MLML Manufactured Housing 2.03 2 Green Spring Valley Property MLML Manufactured Housing 2.031 2 Villa West (UT) Property MLML Manufactured Housing 2.032 2 Villa West (CO) Property MLML Manufactured Housing 2.033 2 Torrey Hills Property MLML Manufactured Housing 2.034 2 Springdale Lake Property MLML Manufactured Housing 2.035 2 Brookside Village - TX Property MLML Manufactured Housing 2.036 2 Columbia Heights Property MLML Manufactured Housing 2.037 2 Encantada Property MLML Manufactured Housing 2.038 2 Woodlands of Kennesaw Property MLML Manufactured Housing 2.039 2 Lakeview Estates Property MLML Manufactured Housing 2.04 2 Oakwood Forest Property MLML Manufactured Housing 2.041 2 Broadmore Property MLML Manufactured Housing 2.042 2 Oak Park Village (FL) Property MLML Manufactured Housing 2.043 2 Misty Winds Property MLML Manufactured Housing 2.044 2 Evergreen Village - IA Property MLML Manufactured Housing 2.045 2 Ortega Village Property MLML Manufactured Housing 2.046 2 Riverside (UT) Property MLML Manufactured Housing 2.047 2 Easy Living Property MLML Manufactured Housing 2.048 2 Southfork Property MLML Manufactured Housing 2.049 2 Cloverleaf Property MLML Manufactured Housing 2.05 2 Golden Valley Property MLML Manufactured Housing 2.051 2 Riverdale Property MLML Manufactured Housing 2.052 2 Friendly Village - GA Property MLML Manufactured Housing 2.053 2 Smoke Creek Property MLML Manufactured Housing 2.054 2 Marion Village Property MLML Manufactured Housing 2.055 2 Valley View - Danboro Property MLML Manufactured Housing 2.056 2 Colonial Gardens Property MLML Manufactured Housing 2.057 2 Evergreen Village - UT Property MLML Manufactured Housing 2.058 2 Summit Oaks Property MLML Manufactured Housing 2.059 2 Stoneybrook Property MLML Manufactured Housing 2.06 2 Pedaler's Pond Property MLML Manufactured Housing 2.061 2 Burntwood Property MLML Manufactured Housing 2.062 2 Country Club Crossing Property MLML Manufactured Housing 2.063 2 Sunset Vista Property MLML Manufactured Housing 2.064 2 Spring Valley Village Property MLML Manufactured Housing 2.065 2 South Arlington Estates Property MLML Manufactured Housing 2.066 2 Mallard Lake Property MLML Manufactured Housing 2.067 2 Sundown Property MLML Manufactured Housing 2.068 2 Stony Brook North Property MLML Manufactured Housing 2.069 2 Twin Pines Property MLML Manufactured Housing 2.07 2 Inspiration Valley Property MLML Manufactured Housing 2.071 2 Highland Acres Property MLML Manufactured Housing 2.072 2 Oak Ridge Property MLML Manufactured Housing 2.073 2 Washington Mobile Estates Property MLML Manufactured Housing 2.074 2 River Oaks Property MLML Manufactured Housing 2.075 2 Siouxland Estates Property MLML Manufactured Housing 2.076 2 Brookside Property MLML Manufactured Housing 2.077 2 Eagle Ridge Property MLML Manufactured Housing 2.078 2 Cedar Knoll Property MLML Manufactured Housing 2.079 2 Marnelle Property MLML Manufactured Housing 2.08 2 Maple Manor Property MLML Manufactured Housing 2.081 2 Arlington Lakeside Property MLML Manufactured Housing 2.082 2 Royal Crest Property MLML Manufactured Housing 2.083 2 Forest Creek Property MLML Manufactured Housing 2.084 2 Four Seasons Property MLML Manufactured Housing 2.085 2 Cottonwood Grove Property MLML Manufactured Housing 2.086 2 Highland Property MLML Manufactured Housing 2.087 2 Valley Verde Property MLML Manufactured Housing 2.088 2 Chalet City Property MLML Manufactured Housing 2.089 2 Southridge Estates Property MLML Manufactured Housing 2.09 2 Ridgewood Estates Property MLML Manufactured Housing 2.091 2 Creekside Property MLML Manufactured Housing 2.092 2 Eastview Property MLML Manufactured Housing 2.093 2 Viking Villa Property MLML Manufactured Housing 2.094 2 Lakewood Estates Property MLML Manufactured Housing 2.095 2 Terrace Heights Property MLML Manufactured Housing 2.096 2 Falcon Farms Property MLML Manufactured Housing 2.097 2 Forest Park Property MLML Manufactured Housing 2.098 2 Quail Run Property MLML Manufactured Housing 2.099 2 Sheridan Property MLML Manufactured Housing 2.1 2 Huguenot Estates Property MLML Manufactured Housing 2.101 2 Countryside (CO) Property MLML Manufactured Housing 2.102 2 Silver Creek Property MLML Manufactured Housing 2.103 2 Havenwood Property MLML Manufactured Housing 2.104 2 Northland Property MLML Manufactured Housing 2.105 2 Ewing Trace Property MLML Manufactured Housing 2.106 2 Overpass Point MHC Property MLML Manufactured Housing 2.107 2 Enchanted Village Property MLML Manufactured Housing 2.108 2 Seascape Property MLML Manufactured Housing 2.109 2 Golden Triangle Property MLML Manufactured Housing 2.11 2 Meadowood Property MLML Manufactured Housing 2.111 2 Meadowbrook Property MLML Manufactured Housing 2.112 2 Tallview Terrace Property MLML Manufactured Housing 2.113 2 Western Mobile Estates Property MLML Manufactured Housing 2.114 2 Whitney Property MLML Manufactured Housing 2.115 2 Five Seasons Davenport Property MLML Manufactured Housing 2.116 2 Valley View - Honey Brook Property MLML Manufactured Housing 2.117 2 Village Park Property MLML Manufactured Housing 2.118 2 Countryside Village (TN) Property MLML Manufactured Housing 2.119 2 Mobile Gardens Property MLML Manufactured Housing 2.12 2 Carriage Court East Property MLML Manufactured Housing 2.121 2 Mission Estates Property MLML Manufactured Housing 2.122 2 Loveland Property MLML Manufactured Housing 2.123 2 Meadow Glen Property MLML Manufactured Housing 2.124 2 Shiloh Pines Property MLML Manufactured Housing 2.125 2 Rolling Hills Property MLML Manufactured Housing 2.126 2 Deerpointe Property MLML Manufactured Housing 2.127 2 Cypress Shores Property MLML Manufactured Housing 2.128 2 Oasis Property MLML Manufactured Housing 2.129 2 Tanglewood Property MLML Manufactured Housing 2.13 2 Villa Property MLML Manufactured Housing 2.131 2 Castle Acres Property MLML Manufactured Housing 2.132 2 Dynamic Property MLML Manufactured Housing 2.133 2 Big Country Property MLML Manufactured Housing 2.134 2 Carriage Court Central Property MLML Manufactured Housing 2.135 2 Northern Hills Property MLML Manufactured Housing 2.136 2 Sunny Acres Property MLML Manufactured Housing 2.137 2 Lakewood - TX Property MLML Manufactured Housing 2.138 2 Westlake Property MLML Manufactured Housing 2.139 2 Mesquite Meadows Property MLML Manufactured Housing 2.14 2 Cedar Terrace Property MLML Manufactured Housing 2.141 2 Frieden Manor Property MLML Manufactured Housing 2.142 2 Country Club Manor Property MLML Manufactured Housing 2.143 2 Suburban Estates Property MLML Manufactured Housing 2.144 2 Deerhurst Property MLML Manufactured Housing 2.145 2 Aledo Property MLML Manufactured Housing 2.146 2 President's Park Property MLML Manufactured Housing 2.147 2 Woodlake Property MLML Manufactured Housing 2.148 2 Silver Leaf Property MLML Manufactured Housing 2.149 2 Dynamic II Property MLML Manufactured Housing 2.15 2 Magnolia Circle Property MLML Manufactured Housing 2.151 2 Twin Oaks Property MLML Manufactured Housing 2.152 2 Washingtonville Manor Property MLML Manufactured Housing 2.153 2 Brookside Village -PA Property MLML Manufactured Housing 2.154 2 Westview Property MLML Manufactured Housing 2.155 2 Sunset Country Property MLML Manufactured Housing 2.156 2 Westmoor Property MLML Manufactured Housing 2.157 2 The Towneship at Clifton Property MLML Manufactured Housing 2.158 2 Eagle Creek Property MLML Manufactured Housing 2.159 2 Mesquite Ridge Property MLML Manufactured Housing 2.16 2 Oak Park Village (TX) Property MLML Manufactured Housing 2.161 2 Plantation Estates Property MLML Manufactured Housing 2.162 2 Breazeale Property MLML Manufactured Housing 2.163 2 Shady Hills Property MLML Manufactured Housing 2.164 2 Cimmaron Village Property MLML Manufactured Housing 2.165 2 Birchwood Farms Property MLML Manufactured Housing 2.166 2 Terrell Crossing Property MLML Manufactured Housing 2.167 2 Pleasant Grove (CO) Property MLML Manufactured Housing 2.168 2 Willow Creek Estates Property MLML Manufactured Housing 2.169 2 Bluebonnet Estates Property MLML Manufactured Housing 2.17 2 Connelly Terrace Property MLML Manufactured Housing 2.171 2 Hampton Acres Property MLML Manufactured Housing 2.172 2 Meridian Sooner Property MLML Manufactured Housing 2.173 2 Mesquite Green Property MLML Manufactured Housing 2.174 2 El Lago Property MLML Manufactured Housing 2.175 2 Moosic Heights Property MLML Manufactured Housing 2.176 2 Golden Rule Property MLML Manufactured Housing 2.177 2 Amber Village Property MLML Manufactured Housing 2.178 2 Riverchase Property MLML Manufactured Housing 2.179 2 Hidden Hills Property MLML Manufactured Housing 2.18 2 The Woodlands Property MLML Manufactured Housing 2.181 2 Blue Valley Property MLML Manufactured Housing 2.182 2 Autumn Forest Property MLML Manufactured Housing 2.183 2 Valley View - Ephrata Property MLML Manufactured Housing 2.184 2 Cowboy Property MLML Manufactured Housing 2.185 2 Lakeside - GA Property MLML Manufactured Housing 2.186 2 Sunnyside Property MLML Manufactured Housing 2.187 2 Trailmont Property MLML Manufactured Housing 2.188 2 Timberland Property MLML Manufactured Housing 2.189 2 Denton Falls Property MLML Manufactured Housing 2.19 2 Terrace Property MLML Manufactured Housing 2.191 2 Lakeside - IA Property MLML Manufactured Housing 2.192 2 Siesta Manor Property MLML Manufactured Housing 2.193 2 Sunrise Terrace Property MLML Manufactured Housing 2.194 2 Riverside (KS) Property MLML Manufactured Housing 2.195 2 Chisholm Creek Property MLML Manufactured Housing 2.196 2 Prairie Village Property MLML Manufactured Housing 2.197 2 Willow Terrace Property MLML Manufactured Housing 2.198 2 Countryside (KS) Property MLML Manufactured Housing 2.199 2 Highview Property MLML Manufactured Housing 2.2 2 Green Valley Village Property MLML Manufactured Housing 2.201 2 Crestview - OK Property MLML Manufactured Housing 2.202 2 Shady Lane Property MLML Manufactured Housing 2.203 2 Western Park Property MLML Manufactured Housing 2.204 2 Brookshire Village Property MLML Manufactured Housing 2.205 2 Overholser Village Property MLML Manufactured Housing 2.206 2 The Pines Property MLML Manufactured Housing 2.207 2 Jonesboro (Atlanta Meadows) Property MLML Manufactured Housing 2.208 2 Park Plaza Property MLML Manufactured Housing 2.209 2 Belaire Property MLML Manufactured Housing 2.21 2 Pine Hills Property MLML Manufactured Housing 2.211 2 Commerce Heights Property MLML Manufactured Housing 2.212 2 Oak Glen Property MLML Manufactured Housing 2.213 2 Creekside Estates Property MLML Manufactured Housing 2.214 2 Kimberly @ Creekside Property MLML Manufactured Housing 2.215 2 Harper Woods Property MLML Manufactured Housing 2.216 2 Brittany Place Property MLML Manufactured Housing 2.217 2 Shady Creek Property MLML Manufactured Housing 2.218 2 Connie Jean Property MLML Manufactured Housing 2.219 2 Willow Springs Property MLML Manufactured Housing 2.22 2 Seamist Property MLML Manufactured Housing 2.221 2 Pleasant View Estates Property MLML Manufactured Housing 2.222 2 Navajo Lake Estates Property MLML Manufactured Housing 2.223 2 Kopper View MHC Property MLML Manufactured Housing 2.224 2 Carsons Property MLML Manufactured Housing 2.225 2 Rose Country Estates Property MLML Manufactured Housing 2.226 2 Redwood Village Property MLML Manufactured Housing 2.227 2 Birch Meadows Property MLML Manufactured Housing 2.228 2 Terrace II Property MLML Manufactured Housing 2.229 2 Englewood Village Property MLML Manufactured Housing 2.23 2 Eastern Villa Property MLML Manufactured Housing 2.231 2 El Caudillo Property MLML Manufactured Housing 2.232 2 Chambersburg I & II Property MLML Manufactured Housing 2.233 2 Wheel Estates Property MLML Manufactured Housing 2.234 2 Oakwood Lake Village Property MLML Manufactured Housing 2.235 2 Valley View - Ephrata II Property MLML Manufactured Housing 2.236 2 Oak Grove Property MLML Manufactured Housing 2.237 2 Cedar Creek, KS Property MLML Manufactured Housing 2.238 2 Oakridge / Stonegate Property MLML Manufactured Housing 2.239 2 Vogel Manor MHC Property MLML Manufactured Housing 2.24 2 Hidden Oaks Property MLML Manufactured Housing 2.241 2 Plainview Property MLML Manufactured Housing 2.242 2 Rockview Heights Property MLML Manufactured Housing 2.243 2 West Cloud Commons Property MLML Manufactured Housing 2.244 2 Gallant Estates Property MLML Manufactured Housing 2.245 2 Sunset Village Property MLML Manufactured Housing 2.246 2 Countryside (OK) Property MLML Manufactured Housing 2.247 2 Chelsea Property MLML Manufactured Housing 2.248 2 Gregory Courts Property MLML Manufactured Housing 2.249 2 El Lago II Property MLML Manufactured Housing 2.25 2 Glen Acres Property MLML Manufactured Housing 2.251 2 Shadow Mountain Property MLML Manufactured Housing 2.252 2 Pine Haven MHP Property MLML Manufactured Housing 2.253 2 Collingwood MHP Property MLML Manufactured Housing 2.254 2 Mountaintop Property MLML Manufactured Housing 2.255 2 Whispering Hills Property MLML Manufactured Housing 2.256 2 Mulberry Heights Property MLML Manufactured Housing 2.257 2 Zoppe's Property MLML Manufactured Housing 2.258 2 Shawnee Hills Property MLML Manufactured Housing 2.259 2 Pleasant Grove (NC) Property MLML Manufactured Housing 2.26 2 Park Avenue Estates Property MLML Manufactured Housing 2.261 2 Monroe Valley Property MLML Manufactured Housing 2.262 2 El Dorado Property MLML Manufactured Housing 2.263 2 Crestview - PA Property MLML Manufactured Housing 2.264 2 Sherwood Acres Property MLML Manufactured Housing 2.265 2 Bush Ranch Property MLML Manufactured Housing 2.266 2 Glenview Property MLML Manufactured Housing 2.267 2 Misty Hollow Property MLML Manufactured Housing 2.268 2 Audora Property MLML Manufactured Housing 2.269 2 Green Acres Property MLML Manufactured Housing 2.27 2 Sunset 77 Property MLML Manufactured Housing 2.271 2 Hidden Acres Property MLML Manufactured Housing 2.272 2 Park D'Antoine Property MLML Manufactured Housing 2.273 2 Sleepy Hollow Property MLML Manufactured Housing 2.274 2 Sycamore Square Property MLML Manufactured Housing 5 1 U-Haul SAC 12 & 13 Loan MLML Self Storage 5.01 1 U-Haul Center Hayden Road Property MLML Self Storage 5.02 1 U-Haul Ctr Broward Property MLML Self Storage 5.03 1 U-Haul Ctr Covina Property MLML Self Storage 5.04 1 U-Haul Center Old Natl Hwy Property MLML Self Storage 5.05 1 U-Haul Center Of Vacaville Property MLML Self Storage 5.06 1 U-Haul Of Hyannis Property MLML Self Storage 5.07 1 U-Haul Ct Of Tigard Property MLML Self Storage 5.08 1 U-Haul Ctr Of N Richland Hills Property MLML Self Storage 5.09 1 U-Haul Ctr Tulane Property MLML Self Storage 5.1 1 U-Haul Gause Blvd Property MLML Self Storage 5.11 1 U-Haul Center Goldenrod Property MLML Self Storage 5.12 1 U-Haul Storage Worcester Property MLML Self Storage 5.13 1 U-Haul Mechanicsburg Property MLML Self Storage 5.14 1 U-Haul Center Grissom Road Property MLML Self Storage 5.15 1 U-Haul Lambert Road Property MLML Self Storage 5.16 1 U-Haul Ctr Savannah Property MLML Self Storage 5.17 1 U-Haul Center I-10 West Property MLML Self Storage 16 2 The Haven Apartments Loan MLML Multifamily 24 1 Capitol Shopping Center Loan MLML Retail 25 1 Santa Clarita Plaza Loan MLML Retail 29 1 CVS Distribution Facility Loan MLML Industrial 30 1 Pacific Asian Plaza Loan MLML Retail 35 1 Bridgeway Tech Center I Loan MLML Office 36 1 Solita Soho Hotel Loan MLML Hospitality 50 1 Elston & Webster Building Loan MLML Mixed Use 51 1 Lancaster Courtyard by Marriott Loan MLML Hospitality 60 1 Federal Way Crossings II Loan MLML Retail 61 1 Casino Self Storage - Moorpark Loan MLML Self Storage 62 1 El Pueblito Shopping Center Loan MLML Retail 63 1 Bennett's Creek Crossing Loan MLML Retail 76 1 198 & 200 Main Street Loan MLML Office 125 1 Walgreens Stephens City Loan MLML Retail 126 1 CVS West Hempstead Loan MLML Retail 127 1 3300 West Sixth Street Loan MLML Retail 133 1 Creekstone Village Shopping Center Loan MLML Retail Cut-Off Date Loan # Street Address City County State Zip Code Balance ($) ------- ----------------------------------- -------------------- ------------- ------- -------- ------------ 1 Various Various Various Various Various 335,000,000 1.01 15754 Northwest 7th Avenue Miami Miami-Dade FL 33169 17,200,000 1.02 15385 Southwest 73rd Terrace Circle Miami Miami-Dade FL 33193 17,170,000 1.03 17825-18985 Thelma Avenue Jupiter Palm Beach FL 33458 12,800,000 1.04 17940 NW 67th Avenue Hialeah Miami-Dade FL 33015 11,400,000 1.05 10509 SW 216th Street Cutler Bay Miami-Dade FL 33190 8,680,000 1.06 3829 Redan Road Decatur DeKalb GA 30032 7,200,000 1.07 2390 Woodglen Drive Indianapolis Marion IN 46260 6,676,000 1.08 5520 Collins Road Jacksonville Duval FL 32244 6,410,000 1.09 1228 Southeast Astorwood Place Stuart Martin FL 34994 6,390,000 1.1 7693 Alicia Lane Sarasota Manatee FL 34243 6,240,000 1.11 11750 Alden Road Jacksonville Duval FL 32246 6,160,000 1.12 2729 Ridgewood Drive Elkhart Elkhart IN 46517 5,840,000 1.13 5161 Jaczko Lane West Palm Beach Palm Beach FL 33415 5,760,000 1.14 6804 Parkway Drive Douglasville Douglas GA 30135 5,760,000 1.15 5421 Covington Highway Decatur DeKalb GA 30035 5,700,000 1.16 715-A Clearview Drive Greenwood Johnson IN 46143 5,700,000 1.17 480 Lancaster Pike Circleville Pickaway OH 43113 5,600,000 1.18 135 Fern Hollow Road Coraopolis Allegheny PA 15108 5,480,000 1.19 180 Codell Drive Lexington Fayette KY 40509 5,400,000 1.2 1116 N Tennessee Street Cartersville Bartow GA 30120 5,360,000 1.21 1769 Shadetree Way Palm Springs Palm Beach FL 33406 5,200,000 1.22 5984 Heathmore Drive Indianapolis Marion IN 46237 5,200,000 1.23 5239 Harvestwood Lane Gahanna Franklin OH 43230 5,190,000 1.24 3616 Hogans Run Road Columbus Franklin OH 43221 5,100,000 1.25 112 Mocking Bird Court Pickerington Fairfield OH 43147 4,660,000 1.26 4151 Amston Drive Dayton Montgomery OH 45424 4,520,000 1.27 108 Waterbury Court Westland Wayne MI 48186 4,400,000 1.28 15025 Pine Meadows Drive Fort Myers Lee FL 33908 4,380,000 1.29 11023 Elmtree Park Drive Indianapolis Marion IN 46229 4,240,000 1.3 100 Sherbrook Court Wexford Allegheny PA 15090 4,240,000 1.31 13809 Heronwood Lane SW Fort Myers Lee FL 33919 4,190,000 1.32 13971 Windrush Court Fort Myers Lee FL 33903 4,150,000 1.33 1056 Mindy Lane Wooster Wayne OH 44691 4,050,000 1.34 3520 Washington Pike Bridgeville Allegheny PA 15017 4,000,000 1.35 1500 Monument Road Jacksonville Duval FL 32225 3,980,000 1.36 2900 Reidville Road Spartanburg Spartanburg SC 29301 3,970,000 1.37 105 Trace Terrace Stone Mountain DeKalb GA 30083 3,840,000 1.38 6290 Berryhill Road Milton Santa Rosa FL 32570 3,770,000 1.39 200 Hospital Drive Crestview Okaloosa FL 32539 3,730,000 1.4 121 Covington Avenue Thomasville Thomas GA 31792 3,600,000 1.41 4140 Mt.Carmel Tobasco Road Cincinnati Clermont OH 45255 3,560,000 1.42 6001 Barley Avenue Louisville Jefferson KY 40218 3,470,000 1.43 101 Tree Glen Way Dayton Montgomery OH 45415 3,410,000 1.44 1248 Warble Drive Columbus Franklin OH 43204 3,320,000 1.45 101 Fister Court Augusta Richmond GA 30909 3,280,000 1.46 611 Mt. Homer Road Eustis Lake FL 32726 3,270,000 1.47 1500 Spring Gate Drive Panama City Bay FL 32404 3,269,000 1.48 101 Woodcrest Circle Warner Robins Houston GA 31093 3,230,000 1.49 101 Iris Glen Drive SE Conyers Rockdale GA 30013 3,200,000 1.5 1100 Lakeshore Drive Ft. Oglethorpe Catoosa GA 30742 3,160,000 1.51 1 Ashgrove Court Franklin Warren OH 45005 3,100,000 1.52 6815 Waters Avenue Savannah Chatham GA 31406 3,010,000 1.53 104 Springbrook Court Anderson Anderson SC 29621 3,000,000 1.54 2413 South Green River Road Evansville Vanderburgh IN 47715 2,960,000 1.55 3580 Lindendale Drive Columbus Franklin OH 43204 2,920,000 1.56 500 North Lexington-Springmill Road Mansfield Richland OH 44906 2,800,000 1.57 1200 Northeast 30th Avenue Ocala Marion FL 34470 2,745,000 1.58 1017 South Main Street Bowling Green Wood OH 43402 2,730,000 1.59 127 Havanna Avenue Waycross Ware GA 31501 2,700,000 1.6 4151 Amston Drive Dayton Montgomery OH 45424 2,680,000 1.61 1375 College Station Road Athens Clarke GA 30605 2,640,000 1.62 710 Eureka Springs Drive Lexington Fayette KY 40517 2,620,000 1.63 2567 Hudson Drive Cuyahoga Falls Summit OH 44221 2,600,000 1.64 4070 Leap Road Hilliard Franklin OH 43026 2,550,000 1.65 310 Midland Boulevard Shelbyville Shelby KY 40065 2,440,000 1.66 901 Princeton Road Madisonville Hopkins KY 42431 2,380,000 1.67 110 Cedargate Court Michigan City La Porte IN 46360 2,260,000 1.68 120 Lonnie Lane Americus Sumter GA 31709 2,240,000 1.69 103 Princeton Court Evansville Vanderburgh IN 47715 2,230,000 1.7 10431 SE 49th Court Belleview Marion FL 34420 2,160,000 1.71 2306 Granite Drive Lebanon Boone IN 46052 2,160,000 1.72 1100 Taywood Drive Englewood Montgomery OH 45322 1,940,000 1.73 20 Hartwick Drive Tipton Tipton IN 46072 1,630,000 2 Various Various Various Various Various 250,000,000 2 Various Various Various Various Various 200,000,000 2 Various Various Various Various Various 50,000,000 2.001 14001 Beach Boulevard Jacksonville Duval FL 32250 6,448,746 2.002 8403 Millinockett Lane Orlando Orange FL 32825 4,623,294 2.003 10960 Beach Boulevard Jacksonville Duval FL 32246 4,316,090 2.004 13000 SW 5th Court Davie Broward FL 33325 3,810,854 2.005 4750 Siesta Lago Drive Kissimmee Osceola FL 34746 3,650,904 2.006 696 Tara Road Jonesboro Clayton GA 30238 3,541,733 2.007 655 North Highway 89 North Salt Lake Davis UT 84054 3,399,556 2.008 6500 East 88th Avenue Henderson Adams CO 80640 3,121,549 2.009 2500 East Harmony Road Fort Collins Larimer CO 80528 3,068,232 2.01 1661 Powder Springs Road Marietta Cobb GA 30064 2,895,589 2.011 1800 Alpine Drive Apopka Orange FL 32703 2,768,645 2.012 5100 South 1300 East Salt Lake City Salt Lake UT 84117 2,654,395 2.013 6359 Bells Ferry Road Acworth Cherokee GA 30102 2,611,235 2.014 302 Fillmore Street Naples Collier FL 34104 2,552,840 2.015 14470 East 13th Avenue Aurora Arapahoe CO 80011 2,458,902 2.016 225 Club Drive Fairburn Fayette GA 30213 2,342,114 2.017 11352 South Crescentwood Drive Sandy Salt Lake UT 84070 2,160,584 2.018 100 Castle Club Drive Stone Mountain Gwinnett GA 30087 2,031,101 2.019 7330 Lands End Lane Liverpool Onondaga NY 13090 1,981,593 2.02 1240 North Cowan Avenue Lewisville Denton TX 75057 1,967,629 2.021 2800 Hampton Park Drive West Valley City Salt Lake UT 84119 1,956,204 2.022 8000 Highway 85 Riverdale Clayton GA 30296 1,938,432 2.023 5709 Buffaloe Road Raleigh Wake NC 27616 1,853,380 2.024 31 Regina Drive Bloomingburg Sullivan NY 12721 1,847,033 2.025 420 Pittsburg Landing Summerville Berkeley SC 29483 1,838,147 2.026 8401 East Saddlebrook Drive North Charleston Dorchester SC 29420 1,796,255 2.027 3600 East 88th Avenue Thornton Adams CO 80229 1,774,992 2.028 17190 Mount Vernon Road Golden Jefferson CO 80401 1,675,659 2.029 100 Plantation Hill Road Mableton Cobb GA 30126 1,662,964 2.03 1100 Greenvale Road Raleigh Wake NC 27603 1,635,036 2.031 8400 South 4000 West West Jordan Salt Lake UT 84088 1,600,762 2.032 2700 C Street Greeley Weld CO 80631 1,579,181 2.033 5406 Torrey Road Flint Genesee MI 48507 1,575,373 2.034 5 Springdale Drive Belton Cass MO 64012 1,552,523 2.035 14900 Lasater Road Dallas Dallas TX 75253 1,509,362 2.036 2515 Cumberland Road Grand Forks Grand Forks ND 58201 1,495,398 2.037 1000 Coyote Trail Las Cruces Dona Ana NM 88001 1,487,782 2.038 2880 Cobb Parkway North Kennesaw Cobb GA 30152 1,487,782 2.039 2600 North Hill Field Layton Davis UT 84041 1,483,973 2.04 4100 N US Highway 29 Greensboro Guilford NC 27405 1,454,776 2.041 148 Broadmore Goshen Elkhart IN 46528 1,453,507 2.042 4000 Southwest 47th Street Gainesville Alachua FL 32608 1,447,160 2.043 5902 Ayers Street Corpus Christi Nueces TX 78415 1,444,621 2.044 5309 Highway 75 North Sioux City Woodbury IA 51108 1,437,004 2.045 5515 118th Street Jacksonville Duval FL 32244 1,410,346 2.046 1232 West Rock River Road West Valley City Salt Lake UT 84119 1,409,076 2.047 3323 Iowa Street Lawrence Douglas KS 66046 1,376,071 2.048 4937 Stuart Road Denton Denton TX 76207 1,367,185 2.049 4515 34th Street Moline Rock Island IL 61265 1,348,143 2.05 7631 Dallas Highway Douglasville Douglas GA 30134 1,345,605 2.051 5100 South 1050 West Riverdale Weber UT 84405 1,320,216 2.052 9 Pinetree Road Lawrenceville Gwinnett GA 30043 1,307,521 2.053 4255 Smokecreek Parkway Snellville Gwinnett GA 30039 1,307,521 2.054 700 35th Street Marion Linn IA 52302 1,301,174 2.055 1081 Easton Road Danboro Bucks PA 18810 1,301,174 2.056 3000 Tuttle Creek Boulevard Manhattan Riley KS 66502 1,288,480 2.057 2491 North Highway 89 Pleasant View Weber UT 84404 1,268,169 2.058 6812 Randol Mill Road Fort Worth Tarrant TX 76120 1,263,091 2.059 435 North 35th Avenue Greeley Weld CO 80631 1,247,223 2.06 1960 Pedalers Pond Boulevard Lake Wales Polk FL 33859 1,221,200 2.061 3308 South East 89th Street Oklahoma City Cleveland OK 73135 1,218,661 2.062 1101 Hickory Boulevard Altoona Polk IA 50009 1,218,661 2.063 8460 West Sunset Hills Drive Magna Salt Lake UT 84044 1,217,391 2.064 36 Hopf Drive Nanuet Rockland NY 10954 1,216,122 2.065 7400 Twin Parks Drive Arlington Tarrant TX 76001 1,211,044 2.066 4441 Highway 162 Pontoon Beach Madison IL 62040 1,211,044 2.067 1219 West 450 North Clearfield Davis UT 84015 1,205,966 2.068 3000 Stony Brook Drive Raleigh Wake NC 27604 1,195,811 2.069 2011 West Wilden Avenue Goshen Elkhart IN 46528 1,194,541 2.07 5250 West 53rd Avenue Arvada Jefferson CO 80002 1,192,003 2.071 1708 Bunker Hill Lane Lewisville Denton TX 75056 1,190,733 2.072 1201 County Road 15 Elkhart Elkhart IN 46516 1,188,194 2.073 1450 North Washington Boulevard Ogden Webber UT 84404 1,180,578 2.074 7301 Buttonwood Kansas City Wyandotte KS 66111 1,178,039 2.075 1520 Atokad Drive South Sioux City Dakota NE 68776 1,175,500 2.076 8155 Redwood Road West Jordan Salt Lake UT 84088 1,158,997 2.077 617 Holfords Prairie Lewisville Denton TX 75056 1,136,147 2.078 5535 Dysart Road Waterloo Black Hawk IA 50701 1,129,800 2.079 1512 Highway 54 West Fayetteville Fayette GA 30214 1,129,800 2.08 18 Williams Street Taylor Lackawanna PA 18517 1,127,261 2.081 3211 West Division Street Arlington Tarrant TX 76012 1,108,220 2.082 2025 East Jemez Road Los Alamos Los Alamos NM 87544 1,100,603 2.083 855 East Mishawaka Road Elkhart Elkhart IN 46517 1,100,603 2.084 100 Apollo Drive Fayetteville Fayette GA 30214 1,094,256 2.085 4500 14th Street Plano Collin TX 75074 1,079,023 2.086 1875 Osolo Road Elkhart Elkhart IN 46514 1,066,328 2.087 1751 West Hadley Las Cruces Dona Ana NM 88005 1,054,903 2.088 301 Alpine Lane Crowley Tarrant TX 76036 1,053,634 2.089 802 E. County Line Road Lot 259 Des Moines Polk IA 50320 1,046,017 2.09 4100 Southeast Adams Topeka Shawnee KS 66609 1,026,976 2.091 2510 Highway 175N Seagoville Dallas TX 75159 1,025,706 2.092 601 El Camino Road Gillette Campbell WY 82716 1,025,706 2.093 433 East 980 North Ogden Weber UT 84404 1,005,395 2.094 7171 West 60th Street Davenport Scott IA 52804 993,335 2.095 4001 Peru Road Dubuque Dubuque IA 52001 992,066 2.096 2507 214th Street North Port Byron Rock Island IL 61275 985,084 2.097 183 Pitcher Road Queensbury Warren NY 12804 977,467 2.098 903 South Main Street Hutchins Dallas TX 75141 963,504 2.099 5305 North Sheridan Arvada Jefferson CO 80002 960,965 2.1 18-5 Cherry Street Port Jervis Orange NY 12771 959,695 2.101 2036 1st Avenue Greeley Weld CO 80631 944,462 2.102 4930 North Dittmer Street Davenport Scott IA 52806 928,594 2.103 106 Havenwood Drive Pompano Beach Broward FL 33064 911,457 2.104 11819 North College Avenue Kansas City Clay MO 64156 903,840 2.105 4201 Windsor Place Des Moines Polk IA 50320 896,223 2.106 99 East Green Pines Drive Tooele Tooele UT 84074 896,223 2.107 246 Wonderland Drive Alton Madison IL 62002 889,559 2.108 6301 Old Brownsville Road Corpus Christi Nueces TX 78417 882,260 2.109 301 South Coppell Road Coppell Dallas TX 75019 877,182 2.11 1900 Northwest Lyman Road Topeka Shawnee KS 66608 875,912 2.111 33550 East Highway 96 Pueblo Pueblo CO 81001 868,296 2.112 3290 North Martha Street Sioux City Woodbury IA 51105 867,026 2.113 7148 West Arabian Way West Valley City Salt Lake UT 84128 865,757 2.114 8401 NW 13th Street Gainesville Alachua FL 32653 860,679 2.115 5112 North Fairmount Avenue Davenport Scott IA 52806 856,871 2.116 1 Mark Lane Honey Brook Chester PA 19344 853,063 2.117 724 Creek Ridge Road Greensboro Guilford NC 27406 842,907 2.118 200 Early Road Columbia Maury TN 38401 833,069 2.119 6250 North Federal Boulevard Denver Adams CO 80221 830,213 2.12 3475 Goldenrod Road Orlando Orange FL 32822 817,518 2.121 12400 Rojas Drive El Paso El Paso TX 79928 816,249 2.122 4105 Garfield Avenue Loveland Larimer CO 80538 812,440 2.123 600 Glen Vista Drive Keller Tarrant TX 76248 807,363 2.124 2525 Shiloh Road Tyler Smith TX 75703 801,016 2.125 1322 South Belt Line Road Dallas Dallas TX 75253 794,668 2.126 9380 103rd Street Jacksonville Duval FL 32210 792,129 2.127 200 Bass Circle Winter Haven Polk FL 33881 784,513 2.128 2221 South Prairie Avenue Pueblo Pueblo CO 81005 783,243 2.129 100 Sara Lane Huntsville Walker TX 77340 764,202 2.13 3096 Camelot Drive Flint Genesee MI 48507 762,932 2.131 1713 West US Highway 50 O'Fallon Saint Clair IL 62269 755,316 2.132 1335 Dynamic Drive DeSoto Dallas TX 75115 754,046 2.133 3400 South Greeley Hwy Cheyenne Laramie WY 82007 751,507 2.134 4820 West Oakridge Road Orlando Orange FL 32809 746,430 2.135 1901 W. Shady Grove Road Springdale Washington AR 72764 741,352 2.136 272 Nicole Lane Somerset Somerset PA 15501 732,466 2.137 1023 Lakes Drive Royse City Rockwall TX 75189 724,849 2.138 9717 NW 10th Street Oklahoma City Canadian OK 73127 721,041 2.139 14647 Lasater Road Dallas Dallas TX 75253 721,041 2.14 1834 Gretchen Drive SW Cedar Rapids Linn IA 52404 715,963 2.141 102 Frieden Manor Schuylkill Haven Schuylkill PA 17972 710,885 2.142 4003 Birch Drive Imperial Jefferson MO 63052 700,730 2.143 16 East Maruca Drive Greensburg Westmoreland PA 15601 694,383 2.144 6500 Privette Road Wendell Wake NC 27591 684,227 2.145 124 East Yates Circle Aledo Parker TX 76008 682,958 2.146 158 Fillmore Street Grand Forks Grand Forks ND 58201 660,108 2.147 5418 Country Club Road Greensboro Guilford NC 27405 658,838 2.148 1550 North Main Street Mansfield Tarrant TX 76063 658,838 2.149 1129 East Parkerville Road DeSoto Dallas TX 75115 656,300 2.15 7915 103rd Street Jacksonville Duval FL 32210 648,683 2.151 1915 West MacArthur Road Wichita Sedgwick KS 67217 644,875 2.152 1 East Avenue Washingtonville Orange NY 10992 641,066 2.153 202 Skyline Drive Berwick Columbia PA 17815 634,719 2.154 3201 West Echeta Road Gillette Campbell WY 82716 629,641 2.155 5000 Red Creek Springs Road Pueblo Peublo CO 81005 623,294 2.156 7901 South Council Road Oklahoma City Oklahoma OK 73169 619,486 2.157 3232 South Clifton Wichita Sedgwick KS 67216 615,678 2.158 11300 US Highway 271 Tyler Smith TX 75708 600,444 2.159 14222 Lasater Road Dallas Dallas TX 75253 599,175 2.16 550 Ruby Road Coppell Dallas TX 75019 597,905 2.161 3461 Bankhead Hwy Douglasville Douglas GA 30134 596,636 2.162 2458 North 9th Street Laramie Albany WY 82072 591,558 2.163 1508 Dickerson Road Nashville Davidson TN 37207 583,942 2.164 300 East Prosser Road Cheyenne Laramie WY 82007 582,672 2.165 8057 Birchwood Drive Birch Run Saginaw MI 48415 578,864 2.166 2390 West Moore Avenue Terrell Kaufman TX 75160 575,056 2.167 517 East Trilby Road Fort Collins Larimer CO 80525 568,708 2.168 900 Century Drive Ogden Weber UT 84404 568,708 2.169 901 East Young Avenue Temple Bell TX 76501 564,900 2.17 20 Florida Street Connelly Ulster NY 12417 563,631 2.171 1501 South Hampton Road DeSoto Dallas TX 75115 558,553 2.172 5900 SE 48th Street Oklahoma City Oklahoma OK 73135 550,936 2.173 100 South Belt Line Road Dallas Dallas TX 75253 545,858 2.174 5712 Martin Street Fort Worth Tarrant TX 76119 544,589 2.175 118 1st Street Avoca Luzerne PA 18641 516,661 2.176 2001 South MacArthur Boulevard Oklahoma City Oklahoma OK 73128 515,392 2.177 13965 Skyfrost Lane Dallas Dallas TX 75253 510,949 2.178 4440 Tuttle Creek Boulevard Manhattan Riley KS 66502 506,506 2.179 One Sequoia Drive Casper Natrona WY 82604 498,889 2.18 4480 S. Meridian Wichita Sedgwick KS 67217 497,620 2.181 730 Allen Road Manhattan Riley KS 66502 493,811 2.182 3700 East Sourwood Drive Browns Summit Guilford NC 27214 486,195 2.183 50 Mollie Drive Ephrata Lancaster PA 17522 484,925 2.184 845 Barton Road Pocatello Bannock ID 83204 483,656 2.185 3291 Bankhead Hwy Lithia Springs Douglas GA 30122 469,692 2.186 2901 West Ridge Pike Norristown Montgomery PA 19403 456,998 2.187 1341 Dickerson Pike Goodlettsville Davidson TN 37072 451,920 2.188 13501 SE 29th Street Choctaw Oklahoma OK 73020 449,381 2.189 6601 Grissom Road Denton Denton TX 76208 448,112 2.19 351 North Forest Casper Natrona WY 82609 444,303 2.191 11325 140th Street Davenport Scott IA 52804 444,303 2.192 35 San Aymores Court Fenton Jefferson MO 63026 441,130 2.193 2305 E. 19th Street North Newton Jasper IA 50208 439,226 2.194 420 North Street Lawrence Douglas KS 66044 435,417 2.195 501 East 63rd Street N Park City Sedgwick KS 67219 429,070 2.196 1661 West Republic Salina Saline KS 67401 427,801 2.197 5429 Parker Henderson Road Fort Worth Tarrant TX 76119 426,055 2.198 1000 Reservation Road Hays Ellis KS 67601 425,262 2.199 4901 South Douglas Highway Gillette Campbell WY 83718 423,992 2.2 2760 Robertson Road Casper Natrona WY 82604 423,992 2.201 2323 East 6th Avenue Stillwater Payne OK 74074 408,759 2.202 6791 Highway 2 Commerce City Adams CO 80022 397,334 2.203 2575 West 6th Street Fayetteville Washington AR 72704 392,256 2.204 4800 West Four Ridge Road House Springs Jefferson MO 63051 389,718 2.205 9355 Sundown Road Oklahoma City Canadian OK 73127 387,179 2.206 9919 Hwy 78 Ladson Charleston SC 29456 387,179 2.207 275 Upper Riverdale Road Riverdale Clayton GA 30274 380,831 2.208 4317 Clemence Street Gillette Campbell WY 82718 378,293 2.209 1550 Yellowstone Avenue Pocatello Bannock ID 83201 377,023 2.21 101 North Michigan Lawrence Douglas KS 66044 370,676 2.211 7701 Brighton Boulevard Commerce City Adams CO 80022 366,868 2.212 5909 South Wilkerson Road Fayetteville Washington AR 72704 364,329 2.213 301 Modene Street Seagoville Dallas TX 75159 355,443 2.214 2402 Highway 175N Seagoville Dallas TX 75159 351,634 2.215 2200 Harper Street Lawrence Douglas KS 66046 346,557 2.216 1735 Northwest Lyman Road Topeka Shawnee KS 66608 326,246 2.217 15250 Kleberg Road Dallas Dallas TX 75253 321,168 2.218 5570 Connie Jean Road Jacksonville Duval FL 32222 318,629 2.219 4600 Old Blue Circle Fort Worth Tarrant TX 76119 311,330 2.22 702 S Clarkwood Road Corpus Christi Nueces TX 78406 311,012 2.221 6020 Fort Jenkins Lane Bloomsburg Columbia PA 18603 300,857 2.222 501 East 63rd Street North Wichita Sedgwick KS 67219 298,318 2.223 7122 West Bendixon Drive West Valley City Salt Lake UT 84128 297,049 2.224 649 North Franklin Street Chambersburg Franklin PA 17201 291,971 2.225 3400 NNE Loop 323 Tyler Smith TX 75708 289,432 2.226 1735 West 3150 South West Valley City Salt Lake UT 84119 275,468 2.227 214 Jones Road Saratoga Springs Saratoga NY 12866 274,199 2.228 350 North Forest Drive Casper Natrona WY 82609 267,851 2.229 2334 McCann Avenue Cheyenne Laramie WY 82001 264,043 2.23 402 Villa Drive Stillwater Payne OK 74074 261,504 2.231 4960 South Seneca Wichita Sedgwick KS 67217 255,157 2.232 5368 Philadelphia Avenue Chambersburg Franklin PA 17202 242,463 2.233 5225 South Orange Blossom Trail Orlando Orange FL 32839 239,924 2.234 29 Oakwood Lane Tunkhannock Wyoming PA 18657 233,577 2.235 75 Synder Lane Ephrata Lancaster PA 17522 233,577 2.236 2716 West Delmar Avenue Godfrey Madison IL 62035 231,038 2.237 745 Cedar Drive Salina Saline KS 67401 228,499 2.238 800 Eastgate Stillwater Payne OK 74074 220,882 2.239 71 Vogel Circle Arnold Jefferson MO 63010 220,882 2.24 5306 Rita Kay Lane Fort Worth Tarrant TX 76119 218,819 2.241 3650 Harvey Place Casper Natrona WY 82601 218,343 2.242 201 Rockview Lane Arnold Jefferson MO 63010 217,074 2.243 1319 West Cloud Street Salina Saline KS 67401 213,266 2.244 4449 Burlington Road Greensboro Guilford NC 27405 211,996 2.245 1400 Old Sivells Bend Road Gainesville Cooke TX 76240 210,727 2.246 1824 South Chester Stillwater Payne OK 74074 210,727 2.247 924 North Elmira Street Sayre Bradford PA 18840 210,727 2.248 2 Erica Circle Honey Brook Chester PA 17202 210,727 2.249 5701 Martin Street Fort Worth Tarrant TX 76119 204,221 2.25 500 East 50th Street South Wichita Sedgwick KS 67216 203,110 2.251 1601 EFM 1417 Sherman Grayson TX 75090 201,841 2.252 191 Pine Haven Circle Blossvale Oneida NY 13308 201,206 2.253 358 Chambers Road Horseheads Chemung NY 14845 194,065 2.254 37 Mountaintop Lane Narvon Lancaster PA 17555 190,416 2.255 905 East 3rd Avenue Coal Valley Rock Island IL 61240 185,338 2.256 5429 Wilbarger Street Fort Worth Tarrant TX 76119 184,386 2.257 2607 Highway 175N Seagoville Dallas TX 75159 170,105 2.258 4420 SW 61st Street Topeka Shawnee KS 66619 166,296 2.259 5000 Hilltop-Needmore Road Fuquay-Varina Wake NC 27526 159,949 2.26 1400 East Kay Street Haysville Sedgwick KS 67060 138,369 2.261 15 Old State Road Jonestown Lebanon PA 17038 135,830 2.262 5600 Texoma Parkway Sherman Grayson TX 75090 124,405 2.263 Wolcott Hollow Road & Route 220 Athens Bradford PA 18840 121,866 2.264 1928 East 47th Street South Wichita Sedgwick KS 67216 115,519 2.265 3847 Quarterhorse Road House Springs Jefferson MO 63051 112,980 2.266 1619 North Douglas Boulevard Midwest City Oklahoma OK 73130 106,633 2.267 910 North Oakview Drive Midwest City Oklahoma OK 73110 85,052 2.268 4625 South Seneca Wichita Sedgwick KS 67217 67,280 2.269 4437 Sycamore Grove Road Chambersburg Franklin PA 17201 62,202 2.27 530 North US Highway 77 Douglass Butler KS 67039 60,933 2.271 2111 Richardson Road Arnold Jefferson MO 63010 59,029 2.272 779 Route 9 Gansevoort Saratoga NY 12831 58,394 2.273 1909 South Anna Wichita Sedgwick KS 67209 52,047 2.274 1010 West 44th Street South Wichita Sedgwick KS 67217 24,119 5 Various Various Various Various Various 74,934,080 5.01 15455 North 84th Street Scottsdale Maricopa AZ 85260 8,359,646 5.02 2800 West Broward Boulevard Fort Lauderdale Broward FL 33312 6,925,907 5.03 1040 North Azusa Avenue Covina Los Angeles CA 91722 6,869,956 5.04 5390 Old National Highway College Park Fulton GA 30349 5,371,275 5.05 1240 East Monte Vista Ave Vacaville Solano CA 95688 4,986,613 5.06 594 Bearses Way Hyannis Barnstable MA 2601 4,800,777 5.07 11552 Sw Pacific Hwy Tigard Washington OR 97223 4,654,905 5.08 8221 Grapevine Hwy North Richland Hills Tarrant TX 76180 4,388,140 5.09 2801 Tulane Avenue New Orleans Orleans LA 70119 4,196,309 5.1 1685 Gause Boulevard Slidell Saint Tammany LA 70458 3,915,555 5.11 508 North Goldenrod Road Orlando Orange FL 32807 3,427,984 5.12 495 Shrewsbury Street Worcester Worcester MA 1604 3,409,001 5.13 4725 Old Gettysburg Mechanicsburg Cumberland PA 17055 3,212,174 5.14 5420 Grissom Road San Antonio Bexar TX 78238 3,170,211 5.15 661 East Lambert Road La Habra Orange CA 90631 3,057,310 5.16 8810 Abercorn Expressway Savannah Chatham GA 31406 2,622,693 5.17 10220 Old Katy Road Houston Harris TX 77043 1,565,623 16 9914 Military Drive West San Antonio Bexar TX 78251 23,000,000 24 111 Western Avenue Augusta Kennebec ME 04330 19,600,000 25 26811-26896 Bouquet Canyon Road Santa Clarita Los Angeles CA 91350 19,500,000 29 500 Lansdowne Road Fredericksburg Spotsylvania VA 22408 18,700,000 30 5115 Spring Mountain Road Las Vegas Clark NV 89146 18,350,000 35 7025 Harbour View Boulevard Suffolk Suffolk VA 23435 15,200,000 36 159 Grand Street New York New York NY 10013 15,000,000 50 2201-2219 North Elston Avenue Chicago Cook IL 60614 12,000,000 51 1931 Hospitality Drive Lancaster Lancaster PA 17601 12,000,000 60 SWC South 348 Street & SR 161 Federal Way King WA 98003 10,500,000 61 875 West Los Angeles Avenue Moorpark Ventura CA 93021 10,500,000 62 706 Grayson Highway Lawrenceville Gwinnett GA 30045 10,000,000 63 3575 Bridge Road Suffolk Suffolk City VA 23435 10,000,000 76 198 & 200 Main Street Lewiston Androscoggin ME 4240 7,150,000 125 701 Fairfax Pike Stephens City Frederick VA 22655 3,500,000 126 814 Hempstead Avenue West Hempstead Nassau NY 11552 3,400,000 127 3300 West Sixth Street Los Angeles Los Angeles CA 90020 3,400,000 133 70380 Highway 21 Covington St. Tammany LA 70433 3,050,000 Original Monthly P&I Debt Annual P&I Debt Interest Primary Master Trustee and Loan # Balance ($) Service ($) Service ($) Rate % Servicing Fee Servicing Fee Paying Agent Fee ------- ----------- ---------------- --------------- -------- ------------- ------------- ---------------- 1 335,000,000 1,972,347.73 23,668,172.76 5.8315 0.010 0.010 0.00085 1.01 17,200,000 1.02 17,170,000 1.03 12,800,000 1.04 11,400,000 1.05 8,680,000 1.06 7,200,000 1.07 6,676,000 1.08 6,410,000 1.09 6,390,000 1.1 6,240,000 1.11 6,160,000 1.12 5,840,000 1.13 5,760,000 1.14 5,760,000 1.15 5,700,000 1.16 5,700,000 1.17 5,600,000 1.18 5,480,000 1.19 5,400,000 1.2 5,360,000 1.21 5,200,000 1.22 5,200,000 1.23 5,190,000 1.24 5,100,000 1.25 4,660,000 1.26 4,520,000 1.27 4,400,000 1.28 4,380,000 1.29 4,240,000 1.3 4,240,000 1.31 4,190,000 1.32 4,150,000 1.33 4,050,000 1.34 4,000,000 1.35 3,980,000 1.36 3,970,000 1.37 3,840,000 1.38 3,770,000 1.39 3,730,000 1.4 3,600,000 1.41 3,560,000 1.42 3,470,000 1.43 3,410,000 1.44 3,320,000 1.45 3,280,000 1.46 3,270,000 1.47 3,269,000 1.48 3,230,000 1.49 3,200,000 1.5 3,160,000 1.51 3,100,000 1.52 3,010,000 1.53 3,000,000 1.54 2,960,000 1.55 2,920,000 1.56 2,800,000 1.57 2,745,000 1.58 2,730,000 1.59 2,700,000 1.6 2,680,000 1.61 2,640,000 1.62 2,620,000 1.63 2,600,000 1.64 2,550,000 1.65 2,440,000 1.66 2,380,000 1.67 2,260,000 1.68 2,240,000 1.69 2,230,000 1.7 2,160,000 1.71 2,160,000 1.72 1,940,000 1.73 1,630,000 2 250,000,000 1,379,082.91 16,548,994.92 6.5111 0.010 0.010 0.00085 2 200,000,000 1,105,218.33 13,262,619.96 6.5226 0.010 0.010 0.00085 2 50,000,000 273,864.58 3,286,374.96 6.4650 0.010 0.010 0.00085 2.001 6,448,746 2.002 4,623,294 2.003 4,316,090 2.004 3,810,854 2.005 3,650,904 2.006 3,541,733 2.007 3,399,556 2.008 3,121,549 2.009 3,068,232 2.01 2,895,589 2.011 2,768,645 2.012 2,654,395 2.013 2,611,235 2.014 2,552,840 2.015 2,458,902 2.016 2,342,114 2.017 2,160,584 2.018 2,031,101 2.019 1,981,593 2.02 1,967,629 2.021 1,956,204 2.022 1,938,432 2.023 1,853,380 2.024 1,847,033 2.025 1,838,147 2.026 1,796,255 2.027 1,774,992 2.028 1,675,659 2.029 1,662,964 2.03 1,635,036 2.031 1,600,762 2.032 1,579,181 2.033 1,575,373 2.034 1,552,523 2.035 1,509,362 2.036 1,495,398 2.037 1,487,782 2.038 1,487,782 2.039 1,483,973 2.04 1,454,776 2.041 1,453,507 2.042 1,447,160 2.043 1,444,621 2.044 1,437,004 2.045 1,410,346 2.046 1,409,076 2.047 1,376,071 2.048 1,367,185 2.049 1,348,143 2.05 1,345,605 2.051 1,320,216 2.052 1,307,521 2.053 1,307,521 2.054 1,301,174 2.055 1,301,174 2.056 1,288,480 2.057 1,268,169 2.058 1,263,091 2.059 1,247,223 2.06 1,221,200 2.061 1,218,661 2.062 1,218,661 2.063 1,217,391 2.064 1,216,122 2.065 1,211,044 2.066 1,211,044 2.067 1,205,966 2.068 1,195,811 2.069 1,194,541 2.07 1,192,003 2.071 1,190,733 2.072 1,188,194 2.073 1,180,578 2.074 1,178,039 2.075 1,175,500 2.076 1,158,997 2.077 1,136,147 2.078 1,129,800 2.079 1,129,800 2.08 1,127,261 2.081 1,108,220 2.082 1,100,603 2.083 1,100,603 2.084 1,094,256 2.085 1,079,023 2.086 1,066,328 2.087 1,054,903 2.088 1,053,634 2.089 1,046,017 2.09 1,026,976 2.091 1,025,706 2.092 1,025,706 2.093 1,005,395 2.094 993,335 2.095 992,066 2.096 985,084 2.097 977,467 2.098 963,504 2.099 960,965 2.1 959,695 2.101 944,462 2.102 928,594 2.103 911,457 2.104 903,840 2.105 896,223 2.106 896,223 2.107 889,559 2.108 882,260 2.109 877,182 2.11 875,912 2.111 868,296 2.112 867,026 2.113 865,757 2.114 860,679 2.115 856,871 2.116 853,063 2.117 842,907 2.118 833,069 2.119 830,213 2.12 817,518 2.121 816,249 2.122 812,440 2.123 807,363 2.124 801,016 2.125 794,668 2.126 792,129 2.127 784,513 2.128 783,243 2.129 764,202 2.13 762,932 2.131 755,316 2.132 754,046 2.133 751,507 2.134 746,430 2.135 741,352 2.136 732,466 2.137 724,849 2.138 721,041 2.139 721,041 2.14 715,963 2.141 710,885 2.142 700,730 2.143 694,383 2.144 684,227 2.145 682,958 2.146 660,108 2.147 658,838 2.148 658,838 2.149 656,300 2.15 648,683 2.151 644,875 2.152 641,066 2.153 634,719 2.154 629,641 2.155 623,294 2.156 619,486 2.157 615,678 2.158 600,444 2.159 599,175 2.16 597,905 2.161 596,636 2.162 591,558 2.163 583,942 2.164 582,672 2.165 578,864 2.166 575,056 2.167 568,708 2.168 568,708 2.169 564,900 2.17 563,631 2.171 558,553 2.172 550,936 2.173 545,858 2.174 544,589 2.175 516,661 2.176 515,392 2.177 510,949 2.178 506,506 2.179 498,889 2.18 497,620 2.181 493,811 2.182 486,195 2.183 484,925 2.184 483,656 2.185 469,692 2.186 456,998 2.187 451,920 2.188 449,381 2.189 448,112 2.19 444,303 2.191 444,303 2.192 441,130 2.193 439,226 2.194 435,417 2.195 429,070 2.196 427,801 2.197 426,055 2.198 425,262 2.199 423,992 2.2 423,992 2.201 408,759 2.202 397,334 2.203 392,256 2.204 389,718 2.205 387,179 2.206 387,179 2.207 380,831 2.208 378,293 2.209 377,023 2.21 370,676 2.211 366,868 2.212 364,329 2.213 355,443 2.214 351,634 2.215 346,557 2.216 326,246 2.217 321,168 2.218 318,629 2.219 311,330 2.22 311,012 2.221 300,857 2.222 298,318 2.223 297,049 2.224 291,971 2.225 289,432 2.226 275,468 2.227 274,199 2.228 267,851 2.229 264,043 2.23 261,504 2.231 255,157 2.232 242,463 2.233 239,924 2.234 233,577 2.235 233,577 2.236 231,038 2.237 228,499 2.238 220,882 2.239 220,882 2.24 218,819 2.241 218,343 2.242 217,074 2.243 213,266 2.244 211,996 2.245 210,727 2.246 210,727 2.247 210,727 2.248 210,727 2.249 204,221 2.25 203,110 2.251 201,841 2.252 201,206 2.253 194,065 2.254 190,416 2.255 185,338 2.256 184,386 2.257 170,105 2.258 166,296 2.259 159,949 2.26 138,369 2.261 135,830 2.262 124,405 2.263 121,866 2.264 115,519 2.265 112,980 2.266 106,633 2.267 85,052 2.268 67,280 2.269 62,202 2.27 60,933 2.271 59,029 2.272 58,394 2.273 52,047 2.274 24,119 5 75,000,000 438,823.78 5,265,885.36 5.7740 0.010 0.010 0.00085 5.01 8,367,000 5.02 6,932,000 5.03 6,876,000 5.04 5,376,000 5.05 4,991,000 5.06 4,805,000 5.07 4,659,000 5.08 4,392,000 5.09 4,200,000 5.1 3,919,000 5.11 3,431,000 5.12 3,412,000 5.13 3,215,000 5.14 3,173,000 5.15 3,060,000 5.16 2,625,000 5.17 1,567,000 16 23,000,000 110,739.57 1,328,874.84 5.6830 0.010 0.00085 24 19,600,000 96,710.76 1,160,529.12 5.8240 0.010 0.010 0.00085 25 19,500,000 106,129.83 1,273,557.96 6.4240 0.010 0.010 0.00085 29 18,700,000 97,672.44 1,172,069.28 6.1650 0.010 0.010 0.00085 30 18,350,000 102,996.00 1,235,952.00 5.8670 0.010 0.010 0.00085 35 15,200,000 89,949.22 1,079,390.64 6.3190 0.010 0.00085 36 15,000,000 94,731.30 1,136,775.60 6.4920 0.010 0.010 0.00085 50 12,000,000 80,844.99 970,139.88 6.4760 0.010 0.010 0.00085 51 12,000,000 75,493.38 905,920.56 6.4550 0.010 0.010 0.00085 60 10,500,000 65,375.91 784,510.92 6.3560 0.010 0.010 0.00085 61 10,500,000 67,587.12 811,045.44 6.6760 0.010 0.010 0.00085 62 10,000,000 62,871.77 754,461.24 6.4490 0.010 0.010 0.00085 63 10,000,000 58,135.13 697,621.56 5.7150 0.010 0.00085 76 7,150,000 44,676.87 536,122.44 6.3900 0.010 0.010 0.00085 125 3,500,000 20,774.04 249,288.48 6.3450 0.010 0.010 0.00085 126 3,400,000 16,960.71 203,528.52 5.8880 0.010 0.010 0.00085 127 3,400,000 21,752.59 261,031.08 6.6170 0.010 0.010 0.00085 133 3,050,000 18,539.96 222,479.52 6.5540 0.010 0.010 0.00085 Net Sub Servicin Admin. Mortgage Loan # Fee Rate Fee % Rate % ------- ------------ ------- -------- ---------- ---- -- ---- ------------------- --- --- ------------- --- 1 0.02085 5.81065 Actual/360 120 8 118 6/8/2017 360 360 Fee 1.01 Fee 1.02 Fee 1.03 Fee 1.04 Fee 1.05 Fee 1.06 Fee 1.07 Fee 1.08 Fee 1.09 Fee 1.1 Fee 1.11 Fee 1.12 Fee 1.13 Fee 1.14 Fee 1.15 Fee 1.16 Fee 1.17 Fee 1.18 Fee 1.19 Fee 1.2 Fee 1.21 Fee 1.22 Fee 1.23 Fee 1.24 Fee 1.25 Fee 1.26 Fee 1.27 Fee 1.28 Fee 1.29 Fee 1.3 Fee 1.31 Fee 1.32 Fee 1.33 Fee 1.34 Fee 1.35 Fee 1.36 Fee 1.37 Fee 1.38 Fee 1.39 Fee 1.4 Fee 1.41 Fee 1.42 Fee 1.43 Fee 1.44 Fee 1.45 Fee 1.46 Fee 1.47 Fee 1.48 Fee 1.49 Fee 1.5 Fee 1.51 Fee 1.52 Fee 1.53 Fee 1.54 Fee 1.55 Fee 1.56 Fee 1.57 Fee 1.58 Fee 1.59 Fee 1.6 Fee 1.61 Fee 1.62 Fee 1.63 Fee 1.64 Fee 1.65 Fee 1.66 Fee 1.67 Fee 1.68 Fee 1.69 Fee 1.7 Fee 1.71 Fee 1.72 Fee 1.73 Fee 2 0.02085 6.49023 Actual/360 91.2 1 91.2 8/1/2014 - 8/1/2017 0 0 Fee/Leasehold 2 0.02085 6.50175 Actual/360 84 1 84 8/1/2014 0 0 Fee/Leasehold 2 0.02085 6.44415 Actual/360 120 1 120 8/1/2017 0 0 Fee/Leasehold 2.001 Fee 2.002 Fee 2.003 Fee 2.004 Fee 2.005 Fee 2.006 Fee 2.007 Fee 2.008 Fee 2.009 Fee 2.01 Fee 2.011 Fee 2.012 Fee 2.013 Fee 2.014 Fee 2.015 Fee 2.016 Fee 2.017 Fee 2.018 Fee 2.019 Fee 2.02 Fee 2.021 Fee 2.022 Fee 2.023 Fee 2.024 Fee 2.025 Fee 2.026 Fee 2.027 Fee 2.028 Fee 2.029 Fee 2.03 Fee 2.031 Fee 2.032 Fee 2.033 Fee 2.034 Fee 2.035 Fee 2.036 Fee 2.037 Fee 2.038 Fee 2.039 Fee 2.04 Fee 2.041 Fee 2.042 Fee 2.043 Fee 2.044 Fee 2.045 Fee 2.046 Fee 2.047 Fee 2.048 Fee 2.049 Fee 2.05 Fee 2.051 Fee 2.052 Fee 2.053 Fee 2.054 Fee 2.055 Fee 2.056 Fee 2.057 Fee 2.058 Fee 2.059 Fee 2.06 Fee 2.061 Fee 2.062 Fee 2.063 Fee 2.064 Fee 2.065 Fee 2.066 Fee 2.067 Fee 2.068 Fee 2.069 Fee 2.07 Fee 2.071 Fee 2.072 Fee 2.073 Fee 2.074 Fee 2.075 Fee 2.076 Fee 2.077 Fee 2.078 Fee 2.079 Fee 2.08 Fee 2.081 Fee 2.082 Fee 2.083 Fee 2.084 Fee 2.085 Fee 2.086 Fee 2.087 Fee 2.088 Fee 2.089 Fee 2.09 Fee 2.091 Fee 2.092 Fee 2.093 Fee 2.094 Fee 2.095 Fee 2.096 Fee 2.097 Fee 2.098 Fee 2.099 Fee 2.1 Fee 2.101 Fee 2.102 Fee 2.103 Fee 2.104 Fee 2.105 Fee 2.106 Fee 2.107 Fee 2.108 Fee 2.109 Fee 2.11 Fee 2.111 Fee 2.112 Fee 2.113 Fee 2.114 Fee 2.115 Fee 2.116 Fee 2.117 Fee 2.118 Fee 2.119 Fee 2.12 Fee 2.121 Fee 2.122 Fee 2.123 Fee 2.124 Fee 2.125 Fee 2.126 Fee 2.127 Fee 2.128 Fee 2.129 Fee 2.13 Fee 2.131 Fee 2.132 Fee 2.133 Fee 2.134 Fee 2.135 Fee 2.136 Fee 2.137 Fee 2.138 Fee 2.139 Fee 2.14 Fee 2.141 Fee 2.142 Fee 2.143 Fee 2.144 Fee 2.145 Fee 2.146 Fee 2.147 Fee 2.148 Fee 2.149 Fee 2.15 Fee 2.151 Fee 2.152 Fee 2.153 Fee 2.154 Fee 2.155 Fee 2.156 Fee 2.157 Fee 2.158 Fee 2.159 Fee 2.16 Fee 2.161 Fee 2.162 Fee 2.163 Fee 2.164 Fee 2.165 Leasehold 2.166 Fee 2.167 Fee 2.168 Fee 2.169 Fee 2.17 Fee 2.171 Fee 2.172 Fee 2.173 Fee 2.174 Fee 2.175 Fee 2.176 Fee 2.177 Fee 2.178 Fee 2.179 Fee 2.18 Fee 2.181 Fee 2.182 Fee 2.183 Fee 2.184 Fee 2.185 Fee 2.186 Fee 2.187 Fee 2.188 Fee 2.189 Fee 2.19 Fee 2.191 Fee 2.192 Fee 2.193 Fee 2.194 Fee 2.195 Fee 2.196 Fee 2.197 Fee 2.198 Fee 2.199 Fee 2.2 Fee 2.201 Fee 2.202 Fee 2.203 Fee 2.204 Fee 2.205 Fee 2.206 Fee 2.207 Fee 2.208 Fee 2.209 Fee 2.21 Fee 2.211 Fee 2.212 Fee 2.213 Fee 2.214 Fee 2.215 Fee 2.216 Fee 2.217 Fee 2.218 Fee 2.219 Fee 2.22 Fee 2.221 Fee 2.222 Fee 2.223 Fee 2.224 Fee 2.225 Fee 2.226 Fee 2.227 Fee 2.228 Fee 2.229 Fee 2.23 Fee 2.231 Fee 2.232 Fee 2.233 Fee 2.234 Fee 2.235 Fee 2.236 Fee 2.237 Fee 2.238 Fee 2.239 Fee 2.24 Fee 2.241 Fee 2.242 Fee 2.243 Fee 2.244 Fee 2.245 Fee 2.246 Fee 2.247 Fee 2.248 Fee 2.249 Fee 2.25 Fee 2.251 Fee 2.252 Fee 2.253 Fee 2.254 Fee 2.255 Fee 2.256 Fee 2.257 Fee 2.258 Fee 2.259 Fee 2.26 Fee 2.261 Fee 2.262 Fee 2.263 Fee 2.264 Fee 2.265 Fee 2.266 Fee 2.267 Fee 2.268 Fee 2.269 Fee 2.27 Fee 2.271 Fee 2.272 Fee 2.273 Fee 2.274 Fee 5 0.02085 5.75315 Actual/360 120 8 119 7/8/2017 360 359 Fee Yes 5.01 Fee 5.02 Fee 5.03 Fee 5.04 Fee 5.05 Fee 5.06 Fee 5.07 Fee 5.08 Fee 5.09 Fee 5.1 Fee 5.11 Fee 5.12 Fee 5.13 Fee 5.14 Fee 5.15 Fee 5.16 Fee 5.17 Fee 16 0.0150 0.02585 5.65715 Actual/360 120 8 120 8/8/2017 0 0 Fee 24 0.02085 5.80315 Actual/360 120 5 115 3/5/2017 0 0 Fee 25 0.02085 6.40315 Actual/360 120 8 120 8/8/2017 0 0 Fee 29 0.02085 6.14415 Actual/360 120 8 119 7/8/2017 0 0 Fee 30 0.02085 5.84615 Actual/360 120 8 119 7/8/2017 420 420 Fee 35 0.0400 0.05085 6.26815 Actual/360 120 8 120 8/8/2017 420 420 Fee 36 0.02085 6.47115 Actual/360 120 8 120 8/8/2017 360 360 Fee 50 0.02085 6.45515 Actual/360 120 8 120 8/8/2017 300 300 Fee 51 0.02085 6.43415 Actual/360 120 8 120 8/8/2017 360 360 Fee 60 0.02085 6.33515 Actual/360 120 8 120 8/8/2017 360 360 Fee 61 0.02085 6.65515 Actual/360 120 8 120 8/8/2017 360 360 Fee 62 0.02085 6.42815 Actual/360 120 8 120 8/8/2017 360 360 Fee 63 0.0800 0.09085 5.62415 Actual/360 120 8 120 8/8/2017 360 360 Fee 76 0.02085 6.36915 Actual/360 120 8 120 8/8/2017 360 360 Fee 125 0.02085 6.32415 Actual/360 120 8 120 8/8/2017 420 420 Fee 126 0.02085 5.86715 Actual/360 120 8 120 8/8/2017 0 0 Fee 127 0.02085 6.59615 Actual/360 120 8 120 8/8/2017 360 360 Fee 133 0.02085 6.53315 Actual/360 120 8 120 8/8/2017 420 420 Fee Loan # ------- -- ---------------------------------------------------------------- -- -- ------ -- 1 No Yes 1.01 No 1.02 No 1.03 No 1.04 No 1.05 No 1.06 No 1.07 No 1.08 No 1.09 No 1.1 No 1.11 No 1.12 No 1.13 No 1.14 No 1.15 No 1.16 No 1.17 No 1.18 No 1.19 No 1.2 No 1.21 No 1.22 No 1.23 No 1.24 No 1.25 No 1.26 No 1.27 No 1.28 No 1.29 No 1.3 No 1.31 No 1.32 No 1.33 No 1.34 No 1.35 No 1.36 No 1.37 No 1.38 No 1.39 No 1.4 No 1.41 No 1.42 No 1.43 No 1.44 No 1.45 No 1.46 No 1.47 No 1.48 No 1.49 No 1.5 No 1.51 No 1.52 No 1.53 No 1.54 No 1.55 No 1.56 No 1.57 No 1.58 No 1.59 No 1.6 No 1.61 No 1.62 No 1.63 No 1.64 No 1.65 No 1.66 No 1.67 No 1.68 No 1.69 No 1.7 No 1.71 No 1.72 No 1.73 No 2 No Yes 2 No 0 0 2 No 0 0 0 0 2.001 No 2.002 No 2.003 No 2.004 No 2.005 No 2.006 No 2.007 No 2.008 No 2.009 No 2.01 No 2.011 No 2.012 No 2.013 No 2.014 No 2.015 No 2.016 No 2.017 No 2.018 No 2.019 No 2.02 No 2.021 No 2.022 No 2.023 No 2.024 No 2.025 No 2.026 No 2.027 No 2.028 No 2.029 No 2.03 No 2.031 No 2.032 No 2.033 No 2.034 No 2.035 No 2.036 No 2.037 No 2.038 No 2.039 No 2.04 No 2.041 No 2.042 No 2.043 No 2.044 No 2.045 No 2.046 No 2.047 No 2.048 No 2.049 No 2.05 No 2.051 No 2.052 No 2.053 No 2.054 No 2.055 No 2.056 No 2.057 No 2.058 No 2.059 No 2.06 No 2.061 No 2.062 No 2.063 No 2.064 No 2.065 No 2.066 No 2.067 No 2.068 No 2.069 No 2.07 No 2.071 No 2.072 No 2.073 No 2.074 No 2.075 No 2.076 No 2.077 No 2.078 No 2.079 No 2.08 No 2.081 No 2.082 No 2.083 No 2.084 No 2.085 No 2.086 No 2.087 No 2.088 No 2.089 No 2.09 No 2.091 No 2.092 No 2.093 No 2.094 No 2.095 No 2.096 No 2.097 No 2.098 No 2.099 No 2.1 No 2.101 No 2.102 No 2.103 No 2.104 No 2.105 No 2.106 No 2.107 No 2.108 No 2.109 No 2.11 No 2.111 No 2.112 No 2.113 No 2.114 No 2.115 No 2.116 No 2.117 No 2.118 No 2.119 No 2.12 No 2.121 No 2.122 No 2.123 No 2.124 No 2.125 No 2.126 No 2.127 No 2.128 No 2.129 No 2.13 No 2.131 No 2.132 No 2.133 No 2.134 No 2.135 No 2.136 No 2.137 No 2.138 No 2.139 No 2.14 No 2.141 No 2.142 No 2.143 No 2.144 No 2.145 No 2.146 No 2.147 No 2.148 No 2.149 No 2.15 No 2.151 No 2.152 No 2.153 No 2.154 No 2.155 No 2.156 No 2.157 No 2.158 No 2.159 No 2.16 No 2.161 No 2.162 No 2.163 No 2.164 No 2.165 No 2.166 No 2.167 No 2.168 No 2.169 No 2.17 No 2.171 No 2.172 No 2.173 No 2.174 No 2.175 No 2.176 No 2.177 No 2.178 No 2.179 No 2.18 No 2.181 No 2.182 No 2.183 No 2.184 No 2.185 No 2.186 No 2.187 No 2.188 No 2.189 No 2.19 No 2.191 No 2.192 No 2.193 No 2.194 No 2.195 No 2.196 No 2.197 No 2.198 No 2.199 No 2.2 No 2.201 No 2.202 No 2.203 No 2.204 No 2.205 No 2.206 No 2.207 No 2.208 No 2.209 No 2.21 No 2.211 No 2.212 No 2.213 No 2.214 No 2.215 No 2.216 No 2.217 No 2.218 No 2.219 No 2.22 No 2.221 No 2.222 No 2.223 No 2.224 No 2.225 No 2.226 No 2.227 No 2.228 No 2.229 No 2.23 No 2.231 No 2.232 No 2.233 No 2.234 No 2.235 No 2.236 No 2.237 No 2.238 No 2.239 No 2.24 No 2.241 No 2.242 No 2.243 No 2.244 No 2.245 No 2.246 No 2.247 No 2.248 No 2.249 No 2.25 No 2.251 No 2.252 No 2.253 No 2.254 No 2.255 No 2.256 No 2.257 No 2.258 No 2.259 No 2.26 No 2.261 No 2.262 No 2.263 No 2.264 No 2.265 No 2.266 No 2.267 No 2.268 No 2.269 No 2.27 No 2.271 No 2.272 No 2.273 No 2.274 No 5 Greater of Initial interest rate plus 2% or the Treasury plus 2% No Yes 5.01 No 5.02 No 5.03 No 5.04 No 5.05 No 5.06 No 5.07 No 5.08 No 5.09 No 5.1 No 5.11 No 5.12 No 5.13 No 5.14 No 5.15 No 5.16 No 5.17 No 16 No 24 No 25 No 29 No 30 No 35 No 36 No 50 No 51 No 60 No 61 No 62 No 63 No 76 No 125 No 126 No 127 No 133 No Loan # ------- ------------------------------- --------- ------- --------- ------- --------- --------- --------- ------- 1 Hard 413,533 2,661,941 1,472,067 56,563 148,958 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.1 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 1.19 1.2 1.21 1.22 1.23 1.24 1.25 1.26 1.27 1.28 1.29 1.3 1.31 1.32 1.33 1.34 1.35 1.36 1.37 1.38 1.39 1.4 1.41 1.42 1.43 1.44 1.45 1.46 1.47 1.48 1.49 1.5 1.51 1.52 1.53 1.54 1.55 1.56 1.57 1.58 1.59 1.6 1.61 1.62 1.63 1.64 1.65 1.66 1.67 1.68 1.69 1.7 1.71 1.72 1.73 2 Hard 536,646 2,238,167 6,933,000 684,275 1,370,644 238,167 2 2 2.001 2.002 2.003 2.004 2.005 2.006 2.007 2.008 2.009 2.01 2.011 2.012 2.013 2.014 2.015 2.016 2.017 2.018 2.019 2.02 2.021 2.022 2.023 2.024 2.025 2.026 2.027 2.028 2.029 2.03 2.031 2.032 2.033 2.034 2.035 2.036 2.037 2.038 2.039 2.04 2.041 2.042 2.043 2.044 2.045 2.046 2.047 2.048 2.049 2.05 2.051 2.052 2.053 2.054 2.055 2.056 2.057 2.058 2.059 2.06 2.061 2.062 2.063 2.064 2.065 2.066 2.067 2.068 2.069 2.07 2.071 2.072 2.073 2.074 2.075 2.076 2.077 2.078 2.079 2.08 2.081 2.082 2.083 2.084 2.085 2.086 2.087 2.088 2.089 2.09 2.091 2.092 2.093 2.094 2.095 2.096 2.097 2.098 2.099 2.1 2.101 2.102 2.103 2.104 2.105 2.106 2.107 2.108 2.109 2.11 2.111 2.112 2.113 2.114 2.115 2.116 2.117 2.118 2.119 2.12 2.121 2.122 2.123 2.124 2.125 2.126 2.127 2.128 2.129 2.13 2.131 2.132 2.133 2.134 2.135 2.136 2.137 2.138 2.139 2.14 2.141 2.142 2.143 2.144 2.145 2.146 2.147 2.148 2.149 2.15 2.151 2.152 2.153 2.154 2.155 2.156 2.157 2.158 2.159 2.16 2.161 2.162 2.163 2.164 2.165 2.166 2.167 2.168 2.169 2.17 2.171 2.172 2.173 2.174 2.175 2.176 2.177 2.178 2.179 2.18 2.181 2.182 2.183 2.184 2.185 2.186 2.187 2.188 2.189 2.19 2.191 2.192 2.193 2.194 2.195 2.196 2.197 2.198 2.199 2.2 2.201 2.202 2.203 2.204 2.205 2.206 2.207 2.208 2.209 2.21 2.211 2.212 2.213 2.214 2.215 2.216 2.217 2.218 2.219 2.22 2.221 2.222 2.223 2.224 2.225 2.226 2.227 2.228 2.229 2.23 2.231 2.232 2.233 2.234 2.235 2.236 2.237 2.238 2.239 2.24 2.241 2.242 2.243 2.244 2.245 2.246 2.247 2.248 2.249 2.25 2.251 2.252 2.253 2.254 2.255 2.256 2.257 2.258 2.259 2.26 2.261 2.262 2.263 2.264 2.265 2.266 2.267 2.268 2.269 2.27 2.271 2.272 2.273 2.274 5 Soft 438,400 72,110 511,000 38,804 1,005,300 5.01 5.02 5.03 5.04 5.05 5.06 5.07 5.08 5.09 5.1 5.11 5.12 5.13 5.14 5.15 5.16 5.17 16 60,000 24 Hard 1,163,370 440,103 20,500 2,624 25 650,000 250,000 109,319 32,744 1,907 29 Hard 30 13,440 21,605 971 35 None at Closing, Springing Hard 36 Hard 4,375 32,345 5,007 10,716 50 19,375 3,101 1,746 51 7,795 60 9,160 708,860 404 61 500,000 65,643 1,354 500,000 766 62 21,856 2,640 63 600,000 10,249 7,013 708,350 650 76 56,714 1,026 50,000 980 125 Hard 28,000 525 126 Hard 152 127 550,000 31,879 550,000 116 133 2,299 1,029 Loan # ------- --------- ------ ------- --------- ------- -- -- ----------------------------------- 1 380,277 163,563 0 0 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.1 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 1.19 1.2 1.21 1.22 1.23 1.24 1.25 1.26 1.27 1.28 1.29 1.3 1.31 1.32 1.33 1.34 1.35 1.36 1.37 1.38 1.39 1.4 1.41 1.42 1.43 1.44 1.45 1.46 1.47 1.48 1.49 1.5 1.51 1.52 1.53 1.54 1.55 1.56 1.57 1.58 1.59 1.6 1.61 1.62 1.63 1.64 1.65 1.66 1.67 1.68 1.69 1.7 1.71 1.72 1.73 2 2,858,250 1,218,340 0 0 2 0 0 2 0 0 2.001 2.002 2.003 2.004 2.005 2.006 2.007 2.008 2.009 2.01 2.011 2.012 2.013 2.014 2.015 2.016 2.017 2.018 2.019 2.02 2.021 2.022 2.023 2.024 2.025 2.026 2.027 2.028 2.029 2.03 2.031 2.032 2.033 2.034 2.035 2.036 2.037 2.038 2.039 2.04 2.041 2.042 2.043 2.044 2.045 2.046 2.047 2.048 2.049 2.05 2.051 2.052 2.053 2.054 2.055 2.056 2.057 2.058 2.059 2.06 2.061 2.062 2.063 2.064 2.065 2.066 2.067 2.068 2.069 2.07 2.071 2.072 2.073 2.074 2.075 2.076 2.077 2.078 2.079 2.08 2.081 2.082 2.083 2.084 2.085 2.086 2.087 2.088 2.089 2.09 2.091 2.092 2.093 2.094 2.095 2.096 2.097 2.098 2.099 2.1 2.101 2.102 2.103 2.104 2.105 2.106 2.107 2.108 2.109 2.11 2.111 2.112 2.113 2.114 2.115 2.116 2.117 2.118 2.119 2.12 2.121 2.122 2.123 2.124 2.125 2.126 2.127 2.128 2.129 2.13 2.131 2.132 2.133 2.134 2.135 2.136 2.137 2.138 2.139 2.14 2.141 2.142 2.143 2.144 2.145 2.146 2.147 2.148 2.149 2.15 2.151 2.152 2.153 2.154 2.155 2.156 2.157 2.158 2.159 2.16 2.161 2.162 2.163 2.164 2.165 2.166 2.167 2.168 2.169 2.17 2.171 2.172 2.173 2.174 2.175 2.176 2.177 2.178 2.179 2.18 2.181 2.182 2.183 2.184 2.185 2.186 2.187 2.188 2.189 2.19 2.191 2.192 2.193 2.194 2.195 2.196 2.197 2.198 2.199 2.2 2.201 2.202 2.203 2.204 2.205 2.206 2.207 2.208 2.209 2.21 2.211 2.212 2.213 2.214 2.215 2.216 2.217 2.218 2.219 2.22 2.221 2.222 2.223 2.224 2.225 2.226 2.227 2.228 2.229 2.23 2.231 2.232 2.233 2.234 2.235 2.236 2.237 2.238 2.239 2.24 2.241 2.242 2.243 2.244 2.245 2.246 2.247 2.248 2.249 2.25 2.251 2.252 2.253 2.254 2.255 2.256 2.257 2.258 2.259 2.26 2.261 2.262 2.263 2.264 2.265 2.266 2.267 2.268 2.269 2.27 2.271 2.272 2.273 2.274 5 0 0 5.01 5.02 5.03 5.04 5.05 5.06 5.07 5.08 5.09 5.1 5.11 5.12 5.13 5.14 5.15 5.16 5.17 16 0 5 (once during any 12 month period) 24 9,536 343,282 22,594 2,563 3 3 25 250,000 21,864 0 0 29 0 0 30 23,333 233,330 13,440 0 0 35 7,683 276,604 14,164 536 0 0 36 16,173 5,007 0 0 50 8,731 307,327 6,882 3,101 0 0 51 250,000 0 0 60 14,533 2,000 120,000 3,002 3,053 0 0 61 9,378 1,354 0 0 62 1,767 63,600 5,464 440 0 0 63 5,125 1,002 0 0 76 1,106 11,343 1,026 0 0 125 263 0 0 126 0 0 127 4,184 900 55,000 0 0 133 996 47,804 287 1,029 0 0