EX-99.1 5 file5.htm MLML PURCHASE AGREEMENT

MORTGAGE LOAN PURCHASE AGREEMENT This Mortgage Loan Purchase Agreement, dated as of November 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") acquired from other entities (the "Other Sellers"), 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 November 1, 2007 (the "Pooling and Servicing Agreement"), among the Purchaser as depositor, Wells Fargo Bank, National Association ("Wells Fargo") and Midland Loan Services, Inc. as master servicers (each, in such capacity, a "Master Servicer"), LNR Partners, Inc. as special servicer (the "Special Servicer"), LaSalle Bank National Association as trustee (the "Trustee") and Wells Fargo as certificate administrator (the "Certificate Administrator"). 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 November 1, 2007 (the "Underwriting Agreement"), with Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") for itself and as representative of Countrywide Securities Corporation ("Countrywide Securities"), Natixis Securities North America Inc. ("Natixis Securities"), Goldman, Sachs & Co. ("Goldman Sachs") and Morgan Stanley & Co. Incorporated ("Morgan Stanley"; Merrill Lynch, Countrywide Securities, Natixis Securities, Goldman Sachs and Morgan Stanley, collectively, in such capacity, the "Underwriters"), whereby the Purchaser will sell to the Underwriters all of the Certificates that are to be registered under the Securities Act of 1933, as amended (such Certificates, the "Publicly-Offered Certificates"). The Purchaser has also entered into a Certificate Purchase Agreement, dated as of November 1, 2007 (the "Certificate Purchase Agreement"), with Merrill Lynch for itself and as representative of Countrywide Securities (together in such capacity, the "Initial Purchasers"), whereby the Purchaser will sell to the Initial Purchasers all of the remaining Certificates (such Certificates, the "Private Certificates"). Now, therefore, in consideration of the premises and the mutual agreements set forth herein, the parties agree as follows: SECTION 1. Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. 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 $822,080,570 (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 $2,809,835,146 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on November 14, 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) approximately 101.73825% of the MLML Mortgage Loan Balance as of the Cut-off Date, plus (ii) $1,872,066.99, 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, the 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 Trustee (i) on or before the Closing Date, the documents and instruments specified below with respect to each Mortgage Loan that are Specially 2

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 Trustee 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 2007-9, Commercial Mortgage Pass-Through Certificates, Series 2007-9, 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 or, in the case of a MERS Mortgage Loan (as defined below), an original or a copy of the Mortgage, together with 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, with language noting the presence of the MIN (as defined below) of such Mortgage Loan and language indicating that such Mortgage Loan is a MERS Mortgage Loan; (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 or, in the case of a MERS Mortgage Loan, an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with any and all intervening assignments thereof, in each case with evidence of recording indicated thereon or certified by the applicable recording office, with language noting the presence of the MIN of such Mortgage Loan and language indicating that such Mortgage Loan is a MERS Mortgage Loan; (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 3

Bank National Association, as trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2007-9, Commercial Mortgage Pass-Through Certificates, Series 2007-9 (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 2007-9, Commercial Mortgage Pass-Through Certificates, Series 2007-9, and in its capacity as lead lender on behalf of the holder(s) of the related Non-Trust Loan(s)), or in blank or, in the case of a MERS Mortgage Loan, evidence from MERS indicating the Trustee's ownership of such Mortgage Loan on the MERS(R) System and the Trustee as the beneficiary of the assignment(s) of (x) the Mortgage, (y) any related Assignment of Leases (if such item is a document separate from the Mortgage) and (z) any other recorded document relating to such Mortgage Loan otherwise included in the Mortgage File; (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 2007-9, Commercial Mortgage Pass-Through Certificates, Series 2007-9 (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 2007-9, Commercial Mortgage Pass-Through Certificates, Series 2007-9, and in its capacity as lead lender on behalf of the holder(s) of the related Non-Trust Loan(s)), or in blank or, in the case of a MERS Mortgage Loan (to the extent not already evidenced pursuant to clause (iv) above), evidence from MERS indicating the Trustee's ownership of the Mortgage Loan on the MERS(R) System and the Trustee as beneficiary of the assignment(s) of unrecorded documents related to the Mortgage Loan; (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 2007-9, Commercial Mortgage Pass-Through Certificates, Series 2007-9, as assignee (or, in the case of a Loan 4

Combination, in favor of LaSalle Bank National Association, as trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2007-9, Commercial Mortgage Pass-Through Certificates, Series 2007-9, and in its capacity as lead lender on behalf of the holder of the related Non-Trust Loan(s)), or in blank or, in the case of a MERS Mortgage Loan, evidence from MERS indicating the Trustee's ownership of such Mortgage Loan on the MERS(R) System and the Trustee as the beneficiary of any effective UCC Financing Statement in favor of the Seller on record with the applicable public office for UCC Financing Statements; (ix) an original or a copy of any Ground Lease, guaranty or ground lessor estoppel; (x) an original or a copy of any intercreditor agreement relating to permitted debt of the Mortgagor and any intercreditor agreement relating to mezzanine debt related to the Mortgagor; (xi) an original or a copy of any loan agreement, any escrow or reserve agreement, any security agreement, any management agreement, any agreed upon procedures letter, any lockbox or cash management agreements, any environmental reports or any letter of credit (which letter of credit shall not be delivered in original form to the Trustee, but rather to the applicable Master Servicer), in each case relating to the subject Mortgage Loan; (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 Co-Lender Agreement. The Mortgage File with respect to the Farallon Portfolio Trust Mortgage Loan shall contain the following documents: (i) the original executed Mortgage Note for such 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 2007-9, Commercial Mortgage Pass-Through Certificates, Series 2007-9, or in blank; (ii) an executed copy of the related Loan Combination Co-Lender Agreement; and (iii) an executed copy of the related Outside Servicing Agreement. The foregoing Mortgage File delivery requirement shall be subject to Section 2.01(c) of the Pooling and Servicing Agreement. 5

The Seller hereby further represents and warrants that with respect to the Farallon Portfolio Trust Mortgage Loan, it has delivered to the related Outside Trustee the documents constituting the "Mortgage File" within the meaning of the related Outside Servicing Agreement in connection with its sale of the Farallon Portfolio Non-Trust Loan to the Depositor. For purposes of this Section 2(c): "MERS" means Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto. "MERS Mortgage Loan" means any Mortgage Loan registered with MERS on the MERS(R) System, as to which MERS is acting as mortgagee, solely as nominee for the Seller and its successors and assigns, which Mortgage Loans are identified on Schedule III hereto. "MERS(R) System" means the system of recording transfers of mortgages electronically maintained by MERS. "MIN" means the mortgage identification number on the MERS(R) System for any MERS Mortgage Loan. (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 Trustee) 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 Trustee following recording, and each such assignment and UCC Financing Statement assignment shall reflect that the file copy thereof should be returned to the Trustee 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 Trustee (or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing Agreement, to the then holder of such Mortgage Loan). The Seller shall bear the out-of-pocket costs and expenses of all such recording, filing and delivery contemplated in the preceding paragraph, including, without limitation, any costs and expenses that may be incurred by the Trustee in connection with any such recording, filing or delivery performed by the Trustee at the Seller's request and the fees of the Recording/Filing Agent. 6

If, on the Closing Date as to any MERS Mortgage Loan, the Seller does not deliver written evidence of the Trustee's ownership of such Mortgage Loan on the MERS(R) System showing the Trustee as a beneficiary of the assignment referred to in each of clause (iv) and (v) of the definition of "Mortgage File" or the UCC Financing Statements referred to in clause (viii) of the definition of "Mortgage File", the Seller may satisfy the delivery requirements of this Agreement and Section 2.01(b) of the Pooling and Servicing Agreement by delivering such evidence of ownership within 90 days following the Closing Date; provided that, during such time, the Seller shall execute any documents requested by the Master Servicer or the Special Servicer with respect to such MERS Mortgage Loan that, in the reasonable discretion of the Master Servicer or the Special Servicer (exercised in accordance with the Servicing Standard), are necessary to evidence the Trustee's ownership of, or are otherwise required for an immediate servicing need with respect to, such Mortgage Loan. (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 in connection with its duties under the Pooling and Servicing Agreement, and (c) are in the possession or under the control of the Seller, together with all unapplied escrow amounts and reserve amounts in the possession or under the control of the Seller that relate to the Mortgage Loans, shall be delivered or caused to be delivered by the Seller to the applicable Master Servicer (or, at the direction of such Master Servicer, to the appropriate sub-servicer); provided that the Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting, legal or other due diligence analyses, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. The Seller agrees to use reasonable efforts to deliver to the Trustee, 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 Trustee or any other person because the delivery of the mortgage loan checklist is being provided to the Trustee solely for its administrative convenience. (f) The Seller shall take such actions as are reasonably necessary to assign or otherwise grant to the Trust Fund the benefit of any letters of credit in the name of the Seller, which secure any Mortgage Loan. (g) On or before the Closing Date, the Seller shall provide to the applicable Master Servicer, the initial data (as of the Cut-off Date or the most recent earlier date for which such data is available) contemplated by the CMSA Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating Statement Analysis Report and the CMSA Property File. SECTION 3. Representations, Warranties and Covenants of Seller. (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that: 7

(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 corporate action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all transactions contemplated hereby. (ii) This Agreement has been duly and validly authorized, executed and delivered by the Seller, all requisite action by the Seller's directors and officers has been taken in connection therewith, and (assuming the due authorization, execution and delivery hereof by the Purchaser) this Agreement constitutes the valid, legal and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by (A) laws relating to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship or moratorium, (B) other laws relating to or affecting the rights of creditors generally, or (C) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (iii) The execution and delivery of this Agreement by the Seller and the Seller's performance and compliance with the terms of this Agreement will not (A) violate the Seller's certificate of incorporation or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject 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 8

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 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. Sections 229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time. (b) The Seller hereby makes the representations and warranties contained in Schedule I hereto for the benefit of the Purchaser and the Trustee for the benefit of the Certificateholders as of the Closing Date (unless a different date is specified therein), with respect to (and solely with respect to) each Mortgage Loan, subject, however, to the exceptions set forth on Annex A to Schedule I of this Agreement. (c) If the Seller receives written notice of a Document Defect or a Breach relating to a Mortgage Loan pursuant to Section 2.03(a) of the Pooling and Servicing Agreement, 9

then the Seller shall, not later than 90 days from receipt of such notice (or, in the case of a Document Defect or Breach relating to a Mortgage Loan not being a "qualified mortgage" within the meaning of the REMIC Provisions (a "Qualified Mortgage"), not later than 90 days from any party to the Pooling and Servicing Agreement discovering such Document Defect or Breach, provided the Seller receives such notice in a timely manner), if such Document Defect or Breach materially and adversely affects the value of the related Mortgage Loan or the interests of the Certificateholders therein, cure such Document Defect or Breach, as the case may be, in all material respects, which shall include payment of losses and any Additional Trust Fund Expenses associated therewith or, if such Document Defect or Breach (other than omissions due solely to a document not having been returned by the related recording office) cannot be cured within such 90-day period, (i) repurchase the affected Mortgage Loan (which, for the purposes of this clause (i), shall include an REO Loan) at the applicable Purchase Price (as defined in the Pooling and Servicing Agreement) not later than the end of such 90-day period or (ii) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan (which, for purposes of this clause (ii), shall include an REO Loan) not later than the end of such 90-day period (and in no event later than the second anniversary of the Closing Date) and pay the applicable Master Servicer for deposit into its Collection Account any Substitution Shortfall Amount in connection therewith; provided, however, that, unless the Document Defect or Breach would cause the Mortgage Loan not to be a Qualified Mortgage, if such Document Defect or Breach is capable of being cured but not within such 90-day period and the Seller has commenced and is diligently proceeding with the cure of such Document Defect or Breach within such 90-day period, the Seller shall have an additional 90 days to complete such cure (or, failing such cure, to repurchase or substitute the related Mortgage Loan (which, for purposes of such repurchase or substitution, shall include an REO Loan)); and provided, further, that with respect to such additional 90-day period, the Seller shall have delivered an officer's certificate to the Certificate Administrator setting forth the reason(s) such Document Defect or Breach is not capable of being cured within the initial 90-day period and what actions the Seller is pursuing in connection with the cure thereof and stating that the Seller anticipates that such Document Defect or Breach will be cured within the additional 90-day period. A Document Defect or Breach (which Document Defect or Breach materially and adversely affects the value of the related Mortgage Loan or the interests of the Certificateholders therein) as to a Mortgage Loan that is cross-collateralized and cross-defaulted with one or more other Mortgage Loans (each, a "Crossed Loan" and such Crossed Loans, collectively, a "Crossed Loan Group"), which Document Defect or Breach does not constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan Group (without regard to this paragraph) and is not cured as provided for above, shall be deemed to constitute a Document Defect or Breach, as the case may be, as to each other Crossed Loan in the subject Crossed Loan Group for purposes of this paragraph and the Seller shall be required to repurchase or substitute all such Crossed Loans unless (1) the weighted average debt service coverage ratio for all the remaining Crossed Loans for the four calendar quarters immediately preceding such repurchase or substitution is not less than the weighted average debt service coverage ratio for all such Crossed Loans, including the affected Crossed Loan, for the four calendar quarters immediately preceding such repurchase or substitution, and (2) the weighted average loan to-value ratio for the remaining Crossed Loans, determined at the time of repurchase or substitution, based upon an appraisal obtained by the Special Servicer at the expense of the Seller shall not be greater than the weighted average loan-to-value ratio for all such Crossed Loans, including the 10

affected Crossed Loan determined at the time of repurchase or substitution, based upon an appraisal obtained by the Special Servicer at the expense of the Seller; provided, that if such debt service coverage and loan-to-value criteria are satisfied, any other Crossed Loan (that is not the Crossed Loan directly affected by the subject Document Defect or Breach), shall be released from its cross-collateralization and cross-default provision so long as such Crossed Loan (that is not the Crossed Loan directly affected by the subject Document Defect or Breach) is held in the Trust Fund; and provided, further, that the repurchase or replacement of less than all such Crossed Loans and the release of any Crossed Loan from a cross-collateralization and cross-default provision shall be further subject to the delivery by the Seller to the Certificate Administrator, at the expense of the Seller, of an Opinion of Counsel to the effect that such release would not cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. In the event that one or more of such other Crossed Loans satisfy the aforementioned criteria, the Seller may elect either to repurchase or substitute for only the affected Crossed Loan as to which the related Document Defect or Breach exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Loan Group. All documentation relating to the termination of the cross-collateralization provisions of a Crossed Loan being repurchased shall be prepared at the expense of the Seller and, where required, with the consent of the related Mortgagor. For a period of two years from the Closing Date, so long as there remains any Mortgage File relating to a Mortgage Loan as to which there is any uncured Document Defect or Breach known to the Seller that existed as of the Closing Date, the Seller shall provide, once every 90 days, the officer's certificate to the Certificate Administrator described above as to the reason(s) such Document Defect or Breach remains uncured and as to the actions being taken to pursue cure; provided, however, that, without limiting the effect of the foregoing provisions of this Section 3(c), if such Document Defect or Breach shall materially and adversely affect the value of such Mortgage Loan or the interests of the holders of the Certificates therein (subject to the second and third provisos in the sole sentence of the preceding paragraph), the Seller shall in all cases on or prior to the second anniversary of the Closing Date either cause such Document Defect or Breach to be cured or repurchase or substitute for the affected Mortgage Loan (for the avoidance of doubt, the foregoing two-year period shall not be deemed to be a time limitation on the Seller's right to cure a Document Defect 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 Trustee or a Custodian on its behalf 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. 11

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 Certificate Administrator 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 Certificate Administrator 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 12

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 Trustee 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 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 Trustee 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 whose behalf the Certificate Administrator may act) on behalf of the Certificateholders, respecting any Document Defect in a Mortgage File or any 13

Breach of any representation or warranty set forth in or required to be made pursuant to this Section 3. (f) If, upon any payment in full with respect to any MERS Mortgage Loan, none of the Trustee, the Master Servicer or any Sub-Servicer of such Mortgage Loan is registered with MERS and is unable to reflect the release of the related Mortgage on the MERS(R) System, the Seller shall take all necessary action to reflect the release of such Mortgage on the MERS(R) System and shall take such other actions as are necessary to enable the Master Servicer and the Trustee to comply with the provisions of Section 3.10 of the Pooling and Servicing Agreement and any other provisions relating to the release of the Mortgage Loan or the related Mortgage File. 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 14

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 Thacher Proffitt & Wood 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 Trustee (or a Custodian on its behalf) and the applicable Master Servicer, respectively, all documents represented to have been or required to be delivered to the Trustee and such Master Servicer pursuant to Section 2 of this Agreement; 15

(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 (as defined in Section 6(d) of this Agreement) and Prospectus Supplement (as defined in Section 6(d) of this Agreement), respectively, shall have been delivered; and (g) The Seller shall have executed and delivered concurrently herewith that certain Indemnification Agreement, dated as of November 1, 2007, among the Seller, the Other Sellers, the Purchaser, the Underwriters and the Initial Purchasers. Both parties agree to use their best reasonable efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date. SECTION 6. Closing Documents. The Closing Documents shall consist of the following: (a) (i) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, 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; 16

(d) 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, the Underwriters and the Initial Purchasers may rely, to the effect that (i) such officer has carefully examined the Specified Portions (as defined below) of the Free Writing Prospectus and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of the Free Writing Prospectus (when read together with the free writing prospectus which was distributed to prospective investors in the Certificates by e-mail on November 1, 2007), as of the Time of Sale or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) such officer has carefully examined the Specified Portions (as defined below) of the Memorandum (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Free Writing Prospectus shall consist of Annex A-1 to the Free Writing Prospectus, entitled "Certain Characteristics of the Mortgage Loans" (insofar as the information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-1(YM) to the Free Writing Prospectus entitled "Yield Maintenance Formulas" (insofar as the information contained in Annex A-1(YM) relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Free Writing Prospectus, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the Free Writing Prospectus entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loans sold by the Seller hereunder), Annex C to the Free Writing Prospectus, entitled "Structural and Collateral Term Sheet" (insofar as the information contained in Annex C relates to the Mortgage Loans sold by the Seller hereunder), the CD-ROM which accompanies the Free Writing Prospectus (insofar as such CD-ROM is consistent with Annex A-1, Annex A-1(YM), Annex A-2 and/or Annex B and only insofar as the information contained therein relates to the Mortgage Loans sold by the Seller hereunder), and the following sections of the Free Writing Prospectus (only to the extent that any such information relates to the Seller (solely in its capacity as a seller, sponsor or originator of the Mortgage Loans sold by the Seller hereunder), or the Mortgage Loans sold by the Seller hereunder and exclusive of any statements in such sections that purport to describe the servicing and administration provisions of the Pooling and Servicing Agreement and exclusive of aggregated numerical information that includes the Other Mortgage Loans): "Summary of Offering Prospectus--Relevant Parties--Sponsors/Mortgage Loan Sellers", "Summary of 17

Offering Prospectus--The Mortgage Loans and the Mortgaged Real Properties", "Risk Factors--Risks Related to the Mortgage Loans", "Description of the Mortgage Pool", "Servicing of the Farallon Portfolio Loan Combination", "Transaction Participants--The Sponsors" and "Affiliations and Certain Relationships and Related Transactions". The "Specified Portions" of the Prospectus Supplement shall consist of Annex A-1 to the Prospectus Supplement, entitled "Certain Characteristics of the Mortgage Loans" (insofar as the information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-1(YM) to the Prospectus Supplement entitled "Yield Maintenance Formulas" (insofar as the information contained in Annex A-1(YM) relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the Prospectus Supplement entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loans sold by the Seller hereunder), Annex C to the Prospectus Supplement, entitled "Description of the Ten Largest Mortgage Loans" (insofar as the information contained in Annex C relates to the Mortgage Loans sold by the Seller hereunder), the CD-ROM which accompanies the Prospectus Supplement (insofar as such CD-ROM is consistent with Annex A-1, Annex A-1(YM), Annex A-2 and/or Annex B and only insofar as the information contained therein related to the Mortgage Loans sold by the Seller hereunder), and the following sections of the Prospectus Supplement (only to the extent that any such information relates to the Seller (solely in its capacity as a seller, sponsor or originator of the Mortgage Loans sold by the Seller hereunder), or the Mortgage Loans sold by the Seller hereunder and exclusive of any statements in such sections that purport to describe the servicing and administration provisions of the Pooling and Servicing Agreement and exclusive of aggregated numerical information that includes the Other Mortgage Loans): "Summary of Prospectus Supplement--Relevant Parties--Sponsors/Mortgage Loan Sellers", "Summary of Prospectus Supplement--The Mortgage Loans and the Mortgaged Real Properties", "Risk Factors--Risks Related to the Mortgage Loans", "Description of the Mortgage Pool", "Servicing of the Farallon Portfolio Loan Combination", "Transaction Participants--The Sponsors" and "Affiliations and Certain Relationships and Related Transactions". The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement (as attached as an exhibit to the Memorandum). For purposes of this Section 6(d) and this Agreement, the following terms have the meanings set forth below: "Free Writing Prospectus" means the Offering Prospectus dated October 25, 2007, and relating to the Publicly Offered Certificates. "Memorandum" means the confidential Private Placement Memorandum dated November 1, 2007, and relating to the Private Certificates; "Prospectus" means the prospectus dated May 10, 2007. 18

"Prospectus Supplement" means the prospectus supplement dated November 1, 2007, that supplements the Prospectus and relates to the Publicly-Offered Certificates; and "Time of Sale" means November 1, 2007, at 11:10 a.m. (e) Each of: (i) the resolutions of the Seller's board of directors or a committee thereof authorizing the Seller's entering into the transactions contemplated by this Agreement, (ii) the certificate of incorporation and bylaws of the Seller, and (iii) an original or a copy of a certificate of good standing of the Seller issued by the State of Delaware not earlier than 30 days prior to the Closing Date; (f) 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 Certificate Administrator, 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 (g) 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 19

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 (that arise from its role as sponsor with respect to the Mortgage Loans), reasonably determined in good faith by the Purchaser as required to be reported on Form 8-K, Form 10-D or Form 10-K by the Trust Fund (in formatting reasonably appropriate for inclusion in such form) insofar as such disclosure is required under Item 1117 or 1119 of Regulation AB or Item 1.03 to Form 8-K. The Seller shall use reasonable efforts to deliver proposed disclosure language relating to any event, specifically relating to the Seller (that arise from its role as sponsor with respect to the Mortgage Loans), 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 (2) business days following the occurrence of such event if such event is reportable under Item 1.03 to Form 8-K. The obligation of the Seller to provide the above referenced disclosure materials in any fiscal year of the Trust Fund will terminate upon the Trustee filing a Form 15 with respect to the Trust Fund 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 Fund 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 Fund 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) 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. 20

Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when received, in each case given or addressed as aforesaid. SECTION 11. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, incorporated herein by reference or contained in the certificates of officers of the Seller submitted pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of the Mortgage Loans by the Seller to the Purchaser (and by the Purchaser to the Trustee). SECTION 12. Severability of Provisions. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or unenforceable or is held to be void or unenforceable in any particular jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law that prohibits or renders void or unenforceable any provision hereof. SECTION 13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but which together shall constitute one and the same agreement. SECTION 14. GOVERNING LAW; WAIVER OF TRIAL BY JURY. THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT. THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. SECTION 15. Attorneys' Fees. If any legal action, suit or proceeding is commenced between the Seller and the Purchaser regarding their respective rights and obligations under this Agreement, the prevailing party shall be entitled to recover, in addition to damages or other relief, costs and expenses, attorneys' fees and court costs (including, without limitation, expert witness fees). As used herein, the term "prevailing party" shall mean the party that obtains the principal relief it has sought, whether by compromise settlement or judgment. If the party that commenced or instituted the action, suit or proceeding shall dismiss or discontinue it without the concurrence of the other party, such other party shall be deemed the prevailing party. 21

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 22

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] 23

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 MLML MORTGAGE LOAN PURCHASE AGREEMENT

EXHIBIT A Seller: Address for Notices: 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 Attention: David M. Rodgers 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 Attention: Director of CMBS Securitization and Merrill Lynch Mortgage Lending, Inc. 4 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 Purchaser: Address for Notices: 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 Attention: David M. Rodgers 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 Securitizations

and to: Merrill Lynch Mortgage Investors, Inc. 4 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

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 Co-Lender 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; and provided, further that, if the related Mortgage and/or Assignment of Leases has been recorded in the name of MERS or its designee, no assignment of Mortgage and/or assignment of Assignment of Leases in favor of the Trustee is required to be prepared or delivered and instead, the Seller shall take all actions as are necessary to cause the Trust to be shown as the owner of the Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. 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 November 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. I-1

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 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 and adversely 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 (or, in the case of the Farallon Portfolio Trust Mortgage Loan, in favor of the related Outside 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 (or, in the case of the Farallon Portfolio Trust Mortgage Loan, in favor of the related Outside Trustee); provided that, if the related Mortgage and/or Assignment of Leases has been recorded in the name of MERS or its designee, no assignment of Mortgage and/or assignment of Assignment of Leases in favor of the Trustee is required to be prepared or delivered and instead, the Seller shall take all actions as are necessary to cause the Trust to be shown as the owner of the Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. 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 Non-Trust Loan that is part I-2

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 (or, in the case of the Farallon Portfolio Trust Mortgage Loan, in favor of the related Outside 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 (or, in the case of the Farallon Portfolio Trust Mortgage Loan, in favor of the related Outside Trustee); provided that, if the related Mortgage and/or Assignment of Leases has been recorded in the name of MERS or its designee, no assignment of Mortgage and/or assignment of Assignment of Leases in favor of the Trustee is required to be prepared or delivered and instead, the Seller shall take all actions as are necessary to cause the Trust to be shown as the owner of the Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. 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, (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) October 12, 2007 and (b) the closing date of such Mortgage Loan, the Seller has not executed any written instrument that (i) impaired, satisfied, canceled, subordinated or rescinded such Mortgage Loan, (ii) waived, modified or altered any material term of such Mortgage Loan, (iii) released the Mortgaged Property or any material portion thereof from the lien of the related Mortgage, or (iv) released the related Mortgagor from its obligations under such Mortgage Loan in whole or material part. For avoidance of doubt, the preceding sentence does not relate to any release of escrows by the Seller or a servicer on its behalf. 7. Condition of Property; Condemnation. In the case of each Mortgage Loan, except as set forth in an engineering report prepared by an independent engineering consultant in connection with the origination of such Mortgage Loan, the related Mortgaged Property is, to the Seller's knowledge, in good repair and free and clear of any damage that I-3

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, 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 the 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 and is not secured by a single Mortgage, each related 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 (or, in the case of the Farallon Portfolio Trust Mortgage Loan, in favor of the related Outside Trustee) as sole insured (except with respect to 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) without the consent of or notice to the insurer. Such Title Policy contains no 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. I-4

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 documented as part of the Mortgage Loan documents and the rights to which are transferred to the Trustee (in the case of the Farallon Portfolio Trust Mortgage Loan, subject to the rights of the related Outside Trustee), pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property), and there is no obligation for future advances with respect thereto. 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 provided that such insurance is generally available at commercially reasonable rates. 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 I-5

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 lesser of (a) the amount estimated in such Environmental Report as sufficient to pay the costs of such remediation or (b) 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 I-6

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, I-7

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 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 I-8

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. 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 duly recorded; 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 I-9

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 an original term which does not end prior to the 5th anniversary of the Stated Maturity Date of such Mortgage Loan and has extension options that are exercisable by the lender upon its taking possession of the Mortgagor's leasehold interest and that, if 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 I-10

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). Accordingly, 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 I-11

in full, and (b) a portion of the cash flow generated by such Mortgaged Property will be applied each month to pay down the principal balance thereof in addition to the principal portion of the related monthly payment. 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 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. Each Mortgage Loan complied with, or was exempt from, all applicable usury laws in effect at its date of origination. 26. Licenses and Permits. To the 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 I-12

related Mortgagor, the related lessee, franchisee 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 Crossed Loan Group, 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. I-13

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. 32. Inspection. The Seller (or if the Seller is not the originator, the originator of the Mortgage Loan) 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, issuance of non-controlling new equity interests, transfers to an affiliate meeting the requirements of the Mortgage Loan, transfers among existing members, partners or shareholders in the 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 $5,000,000 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 it was formed or organized solely for the purpose of owning and operating 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 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 (other than a Mortgagor with respect to a Mortgage Loan that is cross-collateralized and cross-defaulted with the subject Mortgage Loan) and, 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, and that it will not transact business with affiliates I-14

(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 or recording 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 (or in the case of the Farallon Portfolio Trust Mortgage Loan, in favor of the related Outside 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 (or in the case of the Farallon Portfolio Trust Mortgage Loan, in favor of the related Outside Trustee); provided that, if the related security agreement and/or UCC Financing Statement has been recorded in the name of MERS or its designee, no assignment of security agreement and/or UCC Financing Statement in favor of the Trustee is required to be prepared or delivered and instead, the Seller shall take all actions as are necessary to cause the Trust to be shown as the I-15

owner of the Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. 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 or recording 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 or, in the case of an ARD Loan, prior to its Anticipated Repayment 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 of such Mortgagor or an entity controlled by a principal of such Mortgagor, for damages, liabilities, expenses or claims sustained in connection with the Mortgagor's fraud, material (or, alternatively, intentional) misrepresentation, 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 of such Mortgagor or an entity controlled by a principal of such Mortgagor, has agreed to indemnify the mortgagee for damages resulting from violations of any applicable environmental laws. 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 I-16

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 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 with respect to each Mortgage Loan have, in all material respects, 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, I-17

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. I-18

ANNEX A (TO SCHEDULE I) EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES Representation 4 Farallon Portfolio The related Mortgage Loans that will be included in the trust are senior and subordinate loans in a multiple loan structure, each loan of which (whether or not included in the trust) is secured by the same mortgage instrument and is 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. No lien was created on Mortgagor's (i) mineral rights, if any, (ii) leasehold interest in a 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) homesites, and (iv) three (3) leased homesites for manufactured homes at Sunnyside manufactured home community. 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. A portion of 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. Representation 5 Parkside Village The Mortgagor consists of two limited liability companies that own the Mortgaged Property as tenants-in-common (the "TIC MORTGAGORS"). Ambiance Parkside LLC ("AMBIANCE"), one of the TIC Mortgagors, has entered into a master lease (the "MASTER LEASE") with respect to its interest in the Mortgaged Property and the master lessee under such Master Lease owns an interest in any payments due under any leases such master lessee enters into with tenants of such Mortgaged Property. In connection with a 1031 Exchange, by February 15, 2008 the sole member of Ambiance is required to transfer all of its membership interest in Ambiance to Rich & Rich Associates, L.P. (the "1031 EXCHANGE"). Simultaneously with the 1031 Exchange, Ambiance is required to terminate such Master Lease. If the 1031 Exchange does not occur by February 15, 2008 the Mortgage Loan becomes full recourse with respect to the Mortgagor and related guarantor. 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. Annex-A-1

Representation 8 Farallon Portfolio The related title insurance policy does not cover any manufactured houses owned by the related Mortgagor. El Camino Real The related Mortgage Loan is the first priority "A Loan" of an A/B structured loan transaction. The corresponding subordinate B Loan (the "B LOAN") is not included in the sale by the mortgagee to the Purchaser. The Mortgage and Title Policy are each in the amount of the sum of the principal balances of the Mortgage Loan and the corresponding subordinate B Loan. 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. Golfside Lake I & II The Mortgage Loan documents do not require the Mortgagor to obtain liability terrorism insurance provided that the mortgagee may request that the Mortgagor procure or cause to be obtained liability terrorism insurance. South Yosemite Street For so long as the Sears lease is in full force and effect, the general liability and the business interruption or rent loss insurance policies may exclude coverage for losses resulting from acts of terrorism. West Pacific Industrial Center The Mortgage Loan documents require that the Mortgagor maintain terrorism insurance as long as and to the extent that the insurance is available at a commercially reasonable rate. Northwestern Office The Mortgagor is not be obligated to expend more than two (2) times the amount of the then current insurance premiums paid by Mortgagor for all of the insurance required to be maintained by the Mortgage Loan documents (excluding any coverage for acts of terrorism) for terrorism insurance (as such amount may be adjusted from time to time based on the change (expressed as a percentage) in the consumer price index (using the then most recent consumer price index) from the consumer price index most recently released on or prior to the date hereof), (the "TERRORISM INSURANCE CAP") provided, however, if the cost of terrorism insurance exceeds the Terrorism Insurance Cap, Mortgagor shall purchase the maximum amount of terrorism insurance available with funds equal to the Terrorism Insurance Cap. Representation 12 San Souci Plaza The Mortgagor has agreed to indemnify the mortgagee for any "material misrepresentation or inaccuracy" in connection with a breach of a representation or warranty. Farallon Portfolio In the loan documents, Mortgagor made various environmental representations and covenants and provided an environmental indemnity, all subject to various exceptions and qualifications. Representation 13 Farallon Portfolio In states where payment of mortgage tax was required, the amount secured by the Mortgages recorded in such states may be limited based on the amount of mortgage tax paid. Annex-A-2

Representation 14 All Merrill Loans With respect to each Merrill Mortgage Loan, the related Mortgage requires the Mortgagor to maintain such insurance as the mortgagee may require, and thus permits the mortgagee to require the maintenance of the insurance described in this section. 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. Golfside Lakes I & II The respective Mortgage Loan documents do not require the Mortgagor to obtain liability terrorism insurance provided that the mortgagee may request that the Mortgagor procure or cause to be obtained liability terrorism insurance. South Yosemite Drive For so long as the Sears lease is in full force and effect, the general liability and the business interruption or rent loss insurance policies may exclude coverage for losses resulting from acts of terrorism. West Pacific Industrial Center The Mortgage Loan documents require that the Mortgagor maintain terrorism insurance as long as and to the extent that the insurance is available at a commercially reasonable rate. Northwestern Office The Mortgagor is not be obligated to expend more than two (2) times the amount of the then current insurance premiums paid by Mortgagor for all of the insurance required to be maintained by the Mortgage Loan documents (excluding any coverage for acts of terrorism) for terrorism insurance (as such amount may be adjusted from time to time based on the change (expressed as a percentage) in the consumer price index (using the then most recent consumer price index) from the consumer price index most recently released on or prior to the date hereof), (the "TERRORISM INSURANCE CAP") provided, however, if the cost of terrorism insurance exceeds the Terrorism Insurance Cap, Mortgagor shall purchase the maximum amount of terrorism insurance available with funds equal to the Terrorism Insurance Cap. Kohl's Livermore The related Mortgage is secured by the fee estate only in the related Mortgaged Property and not by the improvements located thereon as such improvements are owned not by the related Mortgagor but by the tenant pursuant to a lease. The tenant insures the improvements pursuant to said lease. Upon termination of the lease and reversion of the improvements to the related Mortgagor, the related Mortgagor is obligated to insure the improvements pursuant to the terms of the Loan Documents. 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. Annex-A-3

Golfside Lakes I & II The related Mortgaged Property has law and ordinance insurance coverage provided however the amount of such coverage is less that the amount of the related Mortgage Loan. The related Mortgage Loan documents provide for recourse against the principals of the related Mortgage Loan in the event that any amount is required to be paid in excess of the law and ordinance insurance coverage being maintained by the related Mortgagor. 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. Windward Town & Country Plaza (v): The Ground Lease requires the lessor to Phase I Windward Town & give notice of any lessee default to the Country Phase II mortgagee but does not specifically provide that such notice is not effective against the mortgagee when it is not so delivered to the mortgagee however the lessor will not take action to terminate the Ground Lease if the mortgagee has taken action to cure the default within 120 days of receipt of such notice. (viii): Upon termination the Ground Lease does not require the lessor to enter into a new lease with the mortgagee but the lessor has agreed not to terminate the Ground Lease in connection with any default which mortgagee has elected to remedy or cause to be remedied within 120 days of receipt of notice. (ix): The Ground Lease provides that any casualty insurance proceeds are paid to the mortgagee and the mortgagee makes such proceeds available to the lessor for repairs. (xi) The Ground Lease does not provide that it may not be amended, modified, cancelled or terminated without the prior written consent of the mortgagee and that action without consent is not binding on the mortgagee but the lessor has agreed not to terminate the Ground Lease in connection with any default which mortgagee has elected to remedy or cause to be remedied within 120 days of receipt of notice. Representation 21 Farallon Portfolio The owner of ARC Housing LLC and ARC Housing 2, LLC pledged its equity in such master tenants as collateral for a guaranty of the loan, all of which get released when the loan satisfies a debt service coverage ratio test specified in the loan documents is satisfied. 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, each loan of which (whether or not included in the trust) is secured by the same mortgage instrument and is cross defaulted with the others. Annex-A-4

El Camino Real The Mortgage Loan is the first priority A Loan of an A/B structured loan transaction. The corresponding subordinate B Loan (the "B LOAN") is not included in the sale by the mortgagee to the Purchaser. The related Mortgage secures both the Mortgage Loan (with a first priority lien) and the corresponding B Loan (with a subordinate lien). Representation 26 Golfside Lakes I & II The related Mortgagors are not in possession of certain permits however, according to the zoning report, the Pittsfield Township "prefers to work with the owners on the issues rather than issue a citation for the violation. Lompoc Corners The Mortgagor is not in possession of several of the certificates of occupancy. Northwestern Office The Mortgagor is obligated to deliver copies of certain certificates of occupancy for tenant spaces when such certificates of occupancy are issued by the governmental authorities having jurisdiction over the Property. Mortgagor and guarantor have indemnified Lender for any losses Lender suffers as a result of the failure to deliver such certificates of occupancy. Kohl's Livermore The related lessee is in possession of a temporary certificate of occupancy with respect to the related Mortgaged Property. Borrower is obligated to cause the issuance of the permanent certificate of occupancy and is liable for all losses on account of its failure to do so. 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, each loan of which (whether or not included in the trust) is secured by the same mortgage instrument and is cross defaulted with the others. Representation 28 West Pacific Industrial Center The related Mortgage Loan permits the release of a portion of the Mortgaged Property so long as certain conditions are satisfied including: (i) the loan-to-value ratio for the remaining Mortgaged Property is no greater than 69%; (ii) the debt service coverage ratio for the remaining Mortgaged Property is no less than the greater of (a) the debt service coverage ratio for all of the parcels of the Mortgaged Property as of the closing date of the Mortgage Loan and (b) the debt service coverage ratio for all of the parcels of the Mortgaged Property immediately prior to the release; and (iii) the release will not impair or adversely affect the liens, security interests or other interests of mortgagee. Vineyard Village The related Mortgage Loan permits the release of a portion of the Mortgaged Property so long as certain conditions are satisfied including: (i) the loan-to-value ratio for the remaining Mortgaged Property is no greater than 65%; (ii) the debt service coverage ratio for the remaining Mortgaged Property is no less than the greater of (a) the debt service coverage ratio for all of the parcels of the Mortgaged Property as of the closing date of the Mortgage Loan and (b) the debt service coverage ratio for all of the parcels of the Mortgaged Property immediately prior to the release; and (iii) the remaining Mortgaged Property continues to satisfy zoning, subdivision or other applicable laws. Annex-A-5

Farallon Portfolio Subject to Mortgagor's compliance with certain terms and conditions set forth in the loan documents, Mortgagor may obtain the release of properties upon prepayment of the floating rate note and/or repayment of the five- and seven-year notes after the related open prepayment dates. Subject to Mortgagor's compliance with the terms and conditions set forth in the loan documents, non-income producing (other than de minimis income) parcels of land may be released from the lien of the related Mortgage. Release of properties in connection with partial defeasances is also permitted. Representation 30 Shops at Main & Transit The Mortgage Loan documents require that the Mortgagor only pay third party out of pocket expenses incurred by the mortgagee related to a defeasance transaction. 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 Mortgagee'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 Mortgage Loan documents permit transfers to a pre-approved person, types of persons or categories of persons meeting the requirements set forth in each of the related Mortgage Loan documents. Windward Town & Country Plaza The Mortgage Loan documents permitted the Phase I Windward Town & Mortgagor to transfer tenant-in-common Country Phase II interests in the Mortgaged Property provided that each purchaser of a tenant-in-common interest satisfied the mortgagee's single-purpose entity requirements and certain other conditions were satisfied. South Yosemite Street The guarantor is permitted to pledge its interest in the Mortgagor in connection with a credit facility given to guarantor so long as certain conditions are satisfied including the interest being pledged to a qualified transferee. Parkside Village The Mortgagor consists of two limited liability companies that own the Mortgaged Property as tenants-in-common (the "TIC MORTGAGORS"). The beneficial owner of one TIC Mortgagor is undertaking a 1031 Reverse Exchange of its interest in another property. The TIC interests in such Mortgagor (Ambiance Parkside LLC) was "parked" with API Properties 603 LLC (an Exchange Accommodator) with a master lease of the real property interest from API Properties 603 LLC to Rich & Rich Associates, L.P. By February 15, 2008, the ownership interest in Ambiance Parkside LLC must be conveyed to Rich & Rich Associates, L.P. or Cobden LLC (in the event the 1031 exchange is not consummated). If Mortgagor fails to consummate such assignment of membership interest, the Loan becomes recourse. Shops at Main & Transit The Mortgage Loan documents require that the Mortgagor only pay third party out of pocket expenses incurred by the mortgagee. Homewood Suites - Lexington In connection with the release of an unimproved and non-income producing parcel of the Mortgaged Property, the Mortgage Loan documents require that the Mortgagor transfer such parcel to a specific entity. Annex-A-6

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. Representation 37 Shops at Main & Transit Checking on status of the application for creation of separate tax lots. Trace Station Shopping Center The tax parcel for the Mortgage Property includes other property which is not collateral for the related Mortgage Loan. Mortgagor agreed to cause segregation of the tax lots and cause the related Mortgage Property to be separately assessed for real estate taxes. Farallon Portfolio Mortgagor does not own but operates and pays real estate taxes on small portions of Smoke Creek manufactured home community and River Oaks manufactured home community. Representation 42 Farallon Portfolio The holders of certain Non-Trust Loans have rights related to servicing in the related Loan Combination Intercreditor Agreement. Those rights may be assigned to other entities. The loan is comprised of multiple notes and is being serviced pursuant to the ML-CFC 2007-8 pooling and servicing agreement. 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. Annex-A-7

Carman's Plaza The related Mortgage Loan has a non-recourse carve-out for "intentional, misapplication, misappropriation or conversion" rather than "waste or misappropriation". Lompoc Corners The Mortgagor is not personally liable for any "inadvertent and reasonable accounting error that is promptly corrected" in connection with the misapplication or misappropriation of tenants rents or security deposits. San Souci Plaza 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;" and (iv) "intentional misapplication, misappropriation or conversion of insurance proceeds or awards not applied in accordance with the terms of the related Mortgage Loan documents." Representation 45 Kohl's Livermore The Mortgaged Property pledged to secure the Mortgage Loan is the related Mortgagor's fee interest in the real property but not the improvements thereon. Representation 46 Farallon Portfolio Escrows are in the possession and control of the servicer in the ML-CFC 2007-8 securitization. The loan is comprised of multiple notes and is being serviced pursuant to the ML-CFC 2007-8 pooling and servicing agreement. Any rights of the Seller (in its capacity as the holder of the notes being transferred to the Purchaser) to such escrows are being conveyed hereunder to the Purchaser. Representation 47 Thorndale West Shopping Center The related Mortgage Loan documents do not require the Mortgagor to deliver quarterly operating statements or quarterly rent rolls. Annex-A-8

MERRILL MORTGAGE LOANS The following Mortgage Loans are the Merrill Mortgage Loans: Loan No. Mortgage Loan ----------- -------------------------------------- Farallon Portfolio 146444 Carman's Plaza 146443 San Souci Plaza 141813 Shops at Main & Transit 147366 8585 South Yosemite Street 142518 Northwestern Office 146958 FedEx Freight Truck Terminal 146906 Vineyard Village 20068522012 Golfside Lake I & II 148104 Lompoc Corners 143690 Windward Town & Country Plaza Phase I 147020 HMR Portfolio 141875 Windward Town & Country Plaza Phase II 143779 Thorndale West Shopping Center 149217 Parkside Village 147305 6219 El Camino Real 146966 Homewood Suites - Lexington 142651 Joplin Marketplace 147073 Kohl's Livermore 147078 1611 West Peachtree Street 20068546010 West Marshall Street 149051 900 North Broadway 147964 Trace Station Shopping Center 146658 Natchez Medical Pavilion 148302 Desert Sky Retail 147357 West Pacific Industrial Center 147445 Emerald Center 147296 MayRich Plaza 143062 Centerpointe - Office Depot 148235 30-32 Industrial Drive Annex-A-9

ANNEX B (TO SCHEDULE I) MORTGAGED PROPERTIES AS TO WHICH THE ONLY ENVIRONMENTAL INVESTIGATIONS CONDUCTED IN CONNECTION WITH THE ORIGINATION OF THE RELATED MORTGAGE LOAN WERE WITH RESPECT TO ASBESTOS-CONTAINING MATERIALS AND LEAD-BASED PAINT. (REPRESENTATION 12) NONE.

ANNEX C (TO SCHEDULE I) MORTGAGE LOANS COVERED BY SECURED CREDITOR ENVIRONMENTAL INSURANCE POLICIES (REPRESENTATIONS 12 AND 49) NONE.

SCHEDULE II MORTGAGE LOAN SCHEDULE Attached

MLCFC 2007-9: MLML MORTGAGE LOAN SCHEDULE PROPERTY LOAN # LOAN GROUP PROPERTY NAME LOAN / PROPERTY ORIGINATOR TYPE ------------------------------------------------------------------------------------------------------------ 1 2 Farallon Portfolio Loan MLML Manufactured Housing 1.001 2 Portside Property MLML Manufactured Housing 1.002 2 Shadow Hills Property MLML Manufactured Housing 1.003 2 CV-Jacksonville Property MLML Manufactured Housing 1.004 2 Western Hills Property MLML Manufactured Housing 1.005 2 Siesta Lago Property MLML Manufactured Housing 1.006 2 Hunter Ridge Property MLML Manufactured Housing 1.007 2 Camelot Property MLML Manufactured Housing 1.008 2 Wikiup Property MLML Manufactured Housing 1.009 2 Harmony Road Property MLML Manufactured Housing 1.010 2 Lamplighter Village Property MLML Manufactured Housing 1.011 2 Chalet North Property MLML Manufactured Housing 1.012 2 Country Club Mobile Estates Property MLML Manufactured Housing 1.013 2 Shadowood Property MLML Manufactured Housing 1.014 2 Southwind Village Property MLML Manufactured Housing 1.015 2 The Meadows Property MLML Manufactured Housing 1.016 2 Landmark Village Property MLML Manufactured Housing 1.017 2 Crescentwood Village Property MLML Manufactured Housing 1.018 2 Stone Mountain Property MLML Manufactured Housing 1.019 2 Casual Estates Property MLML Manufactured Housing 1.020 2 Village North Property MLML Manufactured Housing 1.021 2 Windsor Mobile Estates Property MLML Manufactured Housing 1.022 2 Riverdale (Colonial Coach) Property MLML Manufactured Housing 1.023 2 Foxhall Village Property MLML Manufactured Housing 1.024 2 New Twin Lakes Property MLML Manufactured Housing 1.025 2 Carnes Crossing Property MLML Manufactured Housing 1.026 2 Saddlebrook Property MLML Manufactured Housing 1.027 2 Thornton Estates Property MLML Manufactured Housing 1.028 2 Mountainside Estates Property MLML Manufactured Housing 1.029 2 Castlewood Estates Property MLML Manufactured Housing 1.030 2 Green Spring Valley Property MLML Manufactured Housing 1.031 2 Villa West (UT) Property MLML Manufactured Housing 1.032 2 Villa West (CO) Property MLML Manufactured Housing 1.033 2 Torrey Hills Property MLML Manufactured Housing 1.034 2 Springdale Lake Property MLML Manufactured Housing 1.035 2 Brookside Village - TX Property MLML Manufactured Housing 1.036 2 Columbia Heights Property MLML Manufactured Housing 1.037 2 Encantada Property MLML Manufactured Housing 1.038 2 Woodlands of Kennesaw Property MLML Manufactured Housing 1.039 2 Lakeview Estates Property MLML Manufactured Housing 1.040 2 Oakwood Forest Property MLML Manufactured Housing 1.041 2 Broadmore Property MLML Manufactured Housing 1.042 2 Oak Park Village (FL) Property MLML Manufactured Housing 1.043 2 Misty Winds Property MLML Manufactured Housing 1.044 2 Evergreen Village - IA Property MLML Manufactured Housing 1.045 2 Ortega Village Property MLML Manufactured Housing 1.046 2 Riverside (UT) Property MLML Manufactured Housing 1.047 2 Easy Living Property MLML Manufactured Housing 1.048 2 Southfork Property MLML Manufactured Housing 1.049 2 Cloverleaf Property MLML Manufactured Housing 1.050 2 Golden Valley Property MLML Manufactured Housing 1.051 2 Riverdale Property MLML Manufactured Housing 1.052 2 Friendly Village - GA Property MLML Manufactured Housing 1.053 2 Smoke Creek Property MLML Manufactured Housing 1.054 2 Marion Village Property MLML Manufactured Housing 1.055 2 Valley View - Danboro Property MLML Manufactured Housing 1.056 2 Colonial Gardens Property MLML Manufactured Housing 1.057 2 Evergreen Village - UT Property MLML Manufactured Housing 1.058 2 Summit Oaks Property MLML Manufactured Housing 1.059 2 Stoneybrook Property MLML Manufactured Housing 1.060 2 Pedaler's Pond Property MLML Manufactured Housing 1.061 2 Burntwood Property MLML Manufactured Housing 1.062 2 Country Club Crossing Property MLML Manufactured Housing 1.063 2 Sunset Vista Property MLML Manufactured Housing 1.064 2 Spring Valley Village Property MLML Manufactured Housing 1.065 2 South Arlington Estates Property MLML Manufactured Housing 1.066 2 Mallard Lake Property MLML Manufactured Housing 1.067 2 Sundown Property MLML Manufactured Housing 1.068 2 Stony Brook North Property MLML Manufactured Housing 1.069 2 Twin Pines Property MLML Manufactured Housing 1.070 2 Inspiration Valley Property MLML Manufactured Housing 1.071 2 Highland Acres Property MLML Manufactured Housing 1.072 2 Oak Ridge Property MLML Manufactured Housing 1.073 2 Washington Mobile Estates Property MLML Manufactured Housing 1.074 2 River Oaks Property MLML Manufactured Housing 1.075 2 Siouxland Estates Property MLML Manufactured Housing 1.076 2 Brookside Property MLML Manufactured Housing 1.077 2 Eagle Ridge Property MLML Manufactured Housing 1.078 2 Cedar Knoll Property MLML Manufactured Housing 1.079 2 Marnelle Property MLML Manufactured Housing 1.080 2 Maple Manor Property MLML Manufactured Housing 1.081 2 Arlington Lakeside Property MLML Manufactured Housing 1.082 2 Royal Crest Property MLML Manufactured Housing 1.083 2 Forest Creek Property MLML Manufactured Housing 1.084 2 Four Seasons Property MLML Manufactured Housing 1.085 2 Cottonwood Grove Property MLML Manufactured Housing 1.086 2 Highland Property MLML Manufactured Housing 1.087 2 Valley Verde Property MLML Manufactured Housing 1.088 2 Chalet City Property MLML Manufactured Housing 1.089 2 Southridge Estates Property MLML Manufactured Housing 1.090 2 Ridgewood Estates Property MLML Manufactured Housing 1.091 2 Creekside Property MLML Manufactured Housing 1.092 2 Eastview Property MLML Manufactured Housing 1.093 2 Viking Villa Property MLML Manufactured Housing 1.094 2 Lakewood Estates Property MLML Manufactured Housing 1.095 2 Terrace Heights Property MLML Manufactured Housing 1.096 2 Falcon Farms Property MLML Manufactured Housing 1.097 2 Forest Park Property MLML Manufactured Housing 1.098 2 Quail Run Property MLML Manufactured Housing 1.099 2 Sheridan Property MLML Manufactured Housing 1.100 2 Huguenot Estates Property MLML Manufactured Housing 1.101 2 Countryside (CO) Property MLML Manufactured Housing 1.102 2 Silver Creek Property MLML Manufactured Housing 1.103 2 Havenwood Property MLML Manufactured Housing 1.104 2 Northland Property MLML Manufactured Housing 1.105 2 Ewing Trace Property MLML Manufactured Housing 1.106 2 Overpass Point MHC Property MLML Manufactured Housing 1.107 2 Enchanted Village Property MLML Manufactured Housing 1.108 2 Seascape Property MLML Manufactured Housing 1.109 2 Golden Triangle Property MLML Manufactured Housing 1.110 2 Meadowood Property MLML Manufactured Housing 1.111 2 Meadowbrook Property MLML Manufactured Housing 1.112 2 Tallview Terrace Property MLML Manufactured Housing 1.113 2 Western Mobile Estates Property MLML Manufactured Housing 1.114 2 Whitney Property MLML Manufactured Housing 1.115 2 Five Seasons Davenport Property MLML Manufactured Housing 1.116 2 Valley View - Honey Brook Property MLML Manufactured Housing 1.117 2 Village Park Property MLML Manufactured Housing 1.118 2 Countryside Village (TN) Property MLML Manufactured Housing 1.119 2 Mobile Gardens Property MLML Manufactured Housing 1.120 2 Carriage Court East Property MLML Manufactured Housing 1.121 2 Mission Estates Property MLML Manufactured Housing 1.122 2 Loveland Property MLML Manufactured Housing 1.123 2 Meadow Glen Property MLML Manufactured Housing 1.124 2 Shiloh Pines Property MLML Manufactured Housing 1.125 2 Rolling Hills Property MLML Manufactured Housing 1.126 2 Deerpointe Property MLML Manufactured Housing 1.127 2 Cypress Shores Property MLML Manufactured Housing 1.128 2 Oasis Property MLML Manufactured Housing 1.129 2 Tanglewood Property MLML Manufactured Housing 1.130 2 Villa Property MLML Manufactured Housing 1.131 2 Castle Acres Property MLML Manufactured Housing 1.132 2 Dynamic Property MLML Manufactured Housing 1.133 2 Big Country Property MLML Manufactured Housing 1.134 2 Carriage Court Central Property MLML Manufactured Housing 1.135 2 Northern Hills Property MLML Manufactured Housing 1.136 2 Sunny Acres Property MLML Manufactured Housing 1.137 2 Lakewood - TX Property MLML Manufactured Housing 1.138 2 Westlake Property MLML Manufactured Housing 1.139 2 Mesquite Meadows Property MLML Manufactured Housing 1.140 2 Cedar Terrace Property MLML Manufactured Housing 1.141 2 Frieden Manor Property MLML Manufactured Housing 1.142 2 Country Club Manor Property MLML Manufactured Housing 1.143 2 Suburban Estates Property MLML Manufactured Housing 1.144 2 Deerhurst Property MLML Manufactured Housing 1.145 2 Aledo Property MLML Manufactured Housing 1.146 2 President's Park Property MLML Manufactured Housing 1.147 2 Woodlake Property MLML Manufactured Housing 1.148 2 Silver Leaf Property MLML Manufactured Housing 1.149 2 Dynamic II Property MLML Manufactured Housing 1.150 2 Magnolia Circle Property MLML Manufactured Housing 1.151 2 Twin Oaks Property MLML Manufactured Housing 1.152 2 Washingtonville Manor Property MLML Manufactured Housing 1.153 2 Brookside Village -PA Property MLML Manufactured Housing 1.154 2 Westview Property MLML Manufactured Housing 1.155 2 Sunset Country Property MLML Manufactured Housing 1.156 2 Westmoor Property MLML Manufactured Housing 1.157 2 The Towneship at Clifton Property MLML Manufactured Housing 1.158 2 Eagle Creek Property MLML Manufactured Housing 1.159 2 Mesquite Ridge Property MLML Manufactured Housing 1.160 2 Oak Park Village (TX) Property MLML Manufactured Housing 1.161 2 Plantation Estates Property MLML Manufactured Housing 1.162 2 Breazeale Property MLML Manufactured Housing 1.163 2 Shady Hills Property MLML Manufactured Housing 1.164 2 Cimmaron Village Property MLML Manufactured Housing 1.165 2 Birchwood Farms Property MLML Manufactured Housing 1.166 2 Terrell Crossing Property MLML Manufactured Housing 1.167 2 Pleasant Grove (CO) Property MLML Manufactured Housing 1.168 2 Willow Creek Estates Property MLML Manufactured Housing 1.169 2 Bluebonnet Estates Property MLML Manufactured Housing 1.170 2 Connelly Terrace Property MLML Manufactured Housing 1.171 2 Hampton Acres Property MLML Manufactured Housing 1.172 2 Meridian Sooner Property MLML Manufactured Housing 1.173 2 Mesquite Green Property MLML Manufactured Housing 1.174 2 El Lago Property MLML Manufactured Housing 1.175 2 Moosic Heights Property MLML Manufactured Housing 1.176 2 Golden Rule Property MLML Manufactured Housing 1.177 2 Amber Village Property MLML Manufactured Housing 1.178 2 Riverchase Property MLML Manufactured Housing 1.179 2 Hidden Hills Property MLML Manufactured Housing 1.180 2 The Woodlands Property MLML Manufactured Housing 1.181 2 Blue Valley Property MLML Manufactured Housing 1.182 2 Autumn Forest Property MLML Manufactured Housing 1.183 2 Valley View - Ephrata Property MLML Manufactured Housing 1.184 2 Cowboy Property MLML Manufactured Housing 1.185 2 Lakeside - GA Property MLML Manufactured Housing 1.186 2 Sunnyside Property MLML Manufactured Housing 1.187 2 Trailmont Property MLML Manufactured Housing 1.188 2 Timberland Property MLML Manufactured Housing 1.189 2 Denton Falls Property MLML Manufactured Housing 1.190 2 Terrace Property MLML Manufactured Housing 1.191 2 Lakeside - IA Property MLML Manufactured Housing 1.192 2 Siesta Manor Property MLML Manufactured Housing 1.193 2 Sunrise Terrace Property MLML Manufactured Housing 1.194 2 Riverside (KS) Property MLML Manufactured Housing 1.195 2 Chisholm Creek Property MLML Manufactured Housing 1.196 2 Prairie Village Property MLML Manufactured Housing 1.197 2 Willow Terrace Property MLML Manufactured Housing 1.198 2 Countryside (KS) Property MLML Manufactured Housing 1.199 2 Highview Property MLML Manufactured Housing 1.200 2 Green Valley Village Property MLML Manufactured Housing 1.201 2 Crestview - OK Property MLML Manufactured Housing 1.202 2 Shady Lane Property MLML Manufactured Housing 1.203 2 Western Park Property MLML Manufactured Housing 1.204 2 Brookshire Village Property MLML Manufactured Housing 1.205 2 Overholser Village Property MLML Manufactured Housing 1.206 2 The Pines Property MLML Manufactured Housing 1.207 2 Jonesboro (Atlanta Meadows) Property MLML Manufactured Housing 1.208 2 Park Plaza Property MLML Manufactured Housing 1.209 2 Belaire Property MLML Manufactured Housing 1.210 2 Pine Hills Property MLML Manufactured Housing 1.211 2 Commerce Heights Property MLML Manufactured Housing 1.212 2 Oak Glen Property MLML Manufactured Housing 1.213 2 Creekside Estates Property MLML Manufactured Housing 1.214 2 Kimberly @ Creekside Property MLML Manufactured Housing 1.215 2 Harper Woods Property MLML Manufactured Housing 1.216 2 Brittany Place Property MLML Manufactured Housing 1.217 2 Shady Creek Property MLML Manufactured Housing 1.218 2 Connie Jean Property MLML Manufactured Housing 1.219 2 Willow Springs Property MLML Manufactured Housing 1.220 2 Seamist Property MLML Manufactured Housing 1.221 2 Pleasant View Estates Property MLML Manufactured Housing 1.222 2 Navajo Lake Estates Property MLML Manufactured Housing 1.223 2 Kopper View MHC Property MLML Manufactured Housing 1.224 2 Carsons Property MLML Manufactured Housing 1.225 2 Rose Country Estates Property MLML Manufactured Housing 1.226 2 Redwood Village Property MLML Manufactured Housing 1.227 2 Birch Meadows Property MLML Manufactured Housing 1.228 2 Terrace II Property MLML Manufactured Housing 1.229 2 Englewood Village Property MLML Manufactured Housing 1.230 2 Eastern Villa Property MLML Manufactured Housing 1.231 2 El Caudillo Property MLML Manufactured Housing 1.232 2 Chambersburg I & II Property MLML Manufactured Housing 1.233 2 Wheel Estates Property MLML Manufactured Housing 1.234 2 Oakwood Lake Village Property MLML Manufactured Housing 1.235 2 Valley View - Ephrata II Property MLML Manufactured Housing 1.236 2 Oak Grove Property MLML Manufactured Housing 1.237 2 Cedar Creek, KS Property MLML Manufactured Housing 1.238 2 Oakridge / Stonegate Property MLML Manufactured Housing 1.239 2 Vogel Manor MHC Property MLML Manufactured Housing 1.240 2 Hidden Oaks Property MLML Manufactured Housing 1.241 2 Plainview Property MLML Manufactured Housing 1.242 2 Rockview Heights Property MLML Manufactured Housing 1.243 2 West Cloud Commons Property MLML Manufactured Housing 1.244 2 Gallant Estates Property MLML Manufactured Housing 1.245 2 Sunset Village Property MLML Manufactured Housing 1.246 2 Countryside (OK) Property MLML Manufactured Housing 1.247 2 Chelsea Property MLML Manufactured Housing 1.248 2 Gregory Courts Property MLML Manufactured Housing 1.249 2 El Lago II Property MLML Manufactured Housing 1.250 2 Glen Acres Property MLML Manufactured Housing 1.251 2 Shadow Mountain Property MLML Manufactured Housing 1.252 2 Pine Haven MHP Property MLML Manufactured Housing 1.253 2 Collingwood MHP Property MLML Manufactured Housing 1.254 2 Mountaintop Property MLML Manufactured Housing 1.255 2 Whispering Hills Property MLML Manufactured Housing 1.256 2 Mulberry Heights Property MLML Manufactured Housing 1.257 2 Zoppe's Property MLML Manufactured Housing 1.258 2 Shawnee Hills Property MLML Manufactured Housing 1.259 2 Pleasant Grove (NC) Property MLML Manufactured Housing 1.260 2 Park Avenue Estates Property MLML Manufactured Housing 1.261 2 Monroe Valley Property MLML Manufactured Housing 1.262 2 El Dorado Property MLML Manufactured Housing 1.263 2 Crestview - PA Property MLML Manufactured Housing 1.264 2 Sherwood Acres Property MLML Manufactured Housing 1.265 2 Bush Ranch Property MLML Manufactured Housing 1.266 2 Glenview Property MLML Manufactured Housing 1.267 2 Misty Hollow Property MLML Manufactured Housing 1.268 2 Audora Property MLML Manufactured Housing 1.269 2 Green Acres Property MLML Manufactured Housing 1.270 2 Sunset 77 Property MLML Manufactured Housing 1.271 2 Hidden Acres Property MLML Manufactured Housing 1.272 2 Park D'Antoine Property MLML Manufactured Housing 1.273 2 Sleepy Hollow Property MLML Manufactured Housing 1.274 2 Sycamore Square Property MLML Manufactured Housing 16 1 Carman's Plaza Loan MLML Retail 17 1 San Souci Plaza Loan MLML Retail 18 1 Shops at Main & Transit Loan MLML Retail 21 1 8585 South Yosemite Street Loan MLML Retail 32 1 Northwestern Office Loan MLML Office 35 1 FedEx Freight Truck Terminal Loan MLML Industrial 36 1 Vineyard Village Loan MLML Retail 42 2 Golfside Lake I & II Loan MLML Multifamily 43 1 Lompoc Corners Loan MLML Retail 45 1 Winward Town & Country Plaza Phase I Loan MLML Retail 59 1 HMR Portfolio Loan MLML Various 59.01 1 Eaglewood Apartments Property MLML Multifamily 59.02 1 South Creek Apartments Property MLML Multifamily 59.03 1 Scenic Ridge Apartments Property MLML Multifamily 59.04 1 South Creek Storage Property MLML Self Storage 61 1 Winward Town & Country Plaza Phase II Loan MLML Retail 63 1 Thorndale West Shopping Center Loan MLML Retail 67 2 Parkside Village Loan MLML Multifamily 82 1 6219 El Camino Real Loan MLML Office 92 1 Homewood Suites - Lexington Loan MLML Hospitality 95 1 Kohl's Livermore Loan MLML Retail 96 1 Joplin Marketplace Loan MLML Retail 98 1 1611 West Peachtree Street Loan MLML Office 103 2 West Marshall Street Loan MLML Multifamily 109 1 900 North Broadway Loan MLML Office 111 1 Trace Station Shopping Center Loan MLML Retail 115 1 Natchez Medical Pavilion Loan MLML Office 133 1 Desert Sky Retail Loan MLML Retail 138 1 West Pacific Industrial Center Loan MLML Industrial 150 1 Emerald Center Loan MLML Office 157 1 MayRich Plaza Loan MLML Retail 169 1 Centerpointe - Office Depot Loan MLML Retail 173 1 30-32 Industrial Drive Loan MLML Industrial CUT-OFF DATE ORIGINAL LOAN # STREET ADDRESS CITY COUNTY STATE ZIP CODE BALANCE ($) BALANCE ($) --------------------------------------------------------------------------------------- -------------------------------------------- 1 Various Various Various Various Various 500,000,000 500,000,000 1.001 14001 Beach Boulevard Jacksonville Duval FL 32250 12,897,493 12,897,493 1.002 8403 Millinockett Lane Orlando Orange FL 32825 9,246,588 9,246,588 1.003 10960 Beach Boulevard Jacksonville Duval FL 32246 8,632,180 8,632,180 1.004 13000 SW 5th Court Davie Broward FL 33325 7,621,707 7,621,707 1.005 4750 Siesta Lago Drive Kissimmee Osceola FL 34746 7,301,809 7,301,809 1.006 696 Tara Road Jonesboro Clayton GA 30238 7,083,466 7,083,466 1.007 655 North Highway 89 North Salt Lake Davis UT 84054 6,799,111 6,799,111 1.008 6500 East 88th Avenue Henderson Adams CO 80640 6,243,097 6,243,097 1.009 2500 East Harmony Road Fort Collins Larimer CO 80528 6,136,465 6,136,465 1.010 1661 Powder Springs Road Marietta Cobb GA 30064 5,791,177 5,791,177 1.011 1800 Alpine Drive Apopka Orange FL 32703 5,537,290 5,537,290 1.012 5100 South 1300 East Salt Lake City Salt Lake UT 84117 5,308,791 5,308,791 1.013 6359 Bells Ferry Road Acworth Cherokee GA 30102 5,222,469 5,222,469 1.014 302 Fillmore Street Naples Collier FL 34104 5,105,681 5,105,681 1.015 14470 East 13th Avenue Aurora Arapahoe CO 80011 4,917,804 4,917,804 1.016 225 Club Drive Fairburn Fayette GA 30213 4,684,227 4,684,227 1.017 11352 South Crescentwood Drive Sandy Salt Lake UT 84070 4,321,168 4,321,168 1.018 100 Castle Club Drive Stone Mountain Gwinnett GA 30087 4,062,202 4,062,202 1.019 7330 Lands End Lane Liverpool Onondaga NY 13090 3,963,186 3,963,186 1.020 1240 North Cowan Avenue Lewisville Denton TX 75057 3,935,259 3,935,259 1.021 2800 Hampton Park Drive West Valley City Salt Lake UT 84119 3,912,409 3,912,409 1.022 8000 Highway 85 Riverdale Clayton GA 30296 3,876,864 3,876,864 1.023 5709 Buffaloe Road Raleigh Wake NC 27616 3,706,760 3,706,760 1.024 31 Regina Drive Bloomingburg Sullivan NY 12721 3,694,065 3,694,065 1.025 420 Pittsburg Landing Summerville Berkeley SC 29483 3,676,293 3,676,293 1.026 8401 East Saddlebrook Drive North Charleston Dorchester SC 29420 3,592,510 3,592,510 1.027 3600 East 88th Avenue Thornton Adams CO 80229 3,549,984 3,549,984 1.028 17190 Mount Vernon Road Golden Jefferson CO 80401 3,351,317 3,351,317 1.029 100 Plantation Hill Road Mableton Cobb GA 30126 3,325,928 3,325,928 1.030 1100 Greenvale Road Raleigh Wake NC 27603 3,270,073 3,270,073 1.031 8400 South 4000 West West Jordan Salt Lake UT 84088 3,201,523 3,201,523 1.032 2700 C Street Greeley Weld CO 80631 3,158,362 3,158,362 1.033 5406 Torrey Road Flint Genesee MI 48507 3,150,746 3,150,746 1.034 5 Springdale Drive Belton Cass MO 64012 3,105,046 3,105,046 1.035 14900 Lasater Road Dallas Dallas TX 75253 3,018,724 3,018,724 1.036 2515 Cumberland Road Grand Forks Grand Forks ND 58201 2,990,797 2,990,797 1.037 1000 Coyote Trail Las Cruces Dona Ana NM 88001 2,975,563 2,975,563 1.038 2880 Cobb Parkway North Kennesaw Cobb GA 30152 2,975,563 2,975,563 1.039 2600 North Hill Field Layton Davis UT 84041 2,967,947 2,967,947 1.040 4100 N US Highway 29 Greensboro Guilford NC 27405 2,909,553 2,909,553 1.041 148 Broadmore Goshen Elkhart IN 46528 2,907,014 2,907,014 1.042 4000 Southwest 47th Street Gainesville Alachua FL 32608 2,894,319 2,894,319 1.043 5902 Ayers Street Corpus Christi Nueces TX 78415 2,889,242 2,889,242 1.044 5309 Highway 75 North Sioux City Woodbury IA 51108 2,874,008 2,874,008 1.045 5515 118th Street Jacksonville Duval FL 32244 2,820,692 2,820,692 1.046 1232 West Rock River Road West Valley City Salt Lake UT 84119 2,818,153 2,818,153 1.047 3323 Iowa Street Lawrence Douglas KS 66046 2,752,142 2,752,142 1.048 4937 Stuart Road Denton Denton TX 76207 2,734,370 2,734,370 1.049 4515 34th Street Moline Rock Island IL 61265 2,696,287 2,696,287 1.050 7631 Dallas Highway Douglasville Douglas GA 30134 2,691,209 2,691,209 1.051 5100 South 1050 West Riverdale Weber UT 84405 2,640,432 2,640,432 1.052 9 Pinetree Road Lawrenceville Gwinnett GA 30043 2,615,043 2,615,043 1.053 4255 Smokecreek Parkway Snellville Gwinnett GA 30039 2,615,043 2,615,043 1.054 700 35th Street Marion Linn IA 52302 2,602,348 2,602,348 1.055 1081 Easton Road Danboro Bucks PA 18810 2,602,348 2,602,348 1.056 3000 Tuttle Creek Boulevard Manhattan Riley KS 66502 2,576,960 2,576,960 1.057 2491 North Highway 89 Pleasant View Weber UT 84404 2,536,338 2,536,338 1.058 6812 Randol Mill Road Fort Worth Tarrant TX 76120 2,526,182 2,526,182 1.059 435 North 35th Avenue Greeley Weld CO 80631 2,494,446 2,494,446 1.060 1960 Pedalers Pond Boulevard Lake Wales Polk FL 33859 2,442,399 2,442,399 1.061 3308 South East 89th Street Oklahoma City Cleveland OK 73135 2,437,321 2,437,321 1.062 1101 Hickory Boulevard Altoona Polk IA 50009 2,437,321 2,437,321 1.063 8460 West Sunset Hills Drive Magna Salt Lake UT 84044 2,434,783 2,434,783 1.064 36 Hopf Drive Nanuet Rockland NY 10954 2,432,244 2,432,244 1.065 7400 Twin Parks Drive Arlington Tarrant TX 76001 2,422,088 2,422,088 1.066 4441 Highway 162 Pontoon Beach Madison IL 62040 2,422,088 2,422,088 1.067 1219 West 450 North Clearfield Davis UT 84015 2,411,933 2,411,933 1.068 3000 Stony Brook Drive Raleigh Wake NC 27604 2,391,622 2,391,622 1.069 2011 West Wilden Avenue Goshen Elkhart IN 46528 2,389,083 2,389,083 1.070 5250 West 53rd Avenue Arvada Jefferson CO 80002 2,384,005 2,384,005 1.071 1708 Bunker Hill Lane Lewisville Denton TX 75056 2,381,466 2,381,466 1.072 1201 County Road 15 Elkhart Elkhart IN 46516 2,376,388 2,376,388 1.073 1450 North Washington Boulevard Ogden Webber UT 84404 2,361,155 2,361,155 1.074 7301 Buttonwood Kansas City Wyandotte KS 66111 2,356,077 2,356,077 1.075 1520 Atokad Drive South Sioux City Dakota NE 68776 2,351,000 2,351,000 1.076 8155 Redwood Road West Jordan Salt Lake UT 84088 2,317,994 2,317,994 1.077 617 Holfords Prairie Lewisville Denton TX 75056 2,272,295 2,272,295 1.078 5535 Dysart Road Waterloo Black Hawk IA 50701 2,259,600 2,259,600 1.079 1512 Highway 54 West Fayetteville Fayette GA 30214 2,259,600 2,259,600 1.080 18 Williams Street Taylor Lackawanna PA 18517 2,254,522 2,254,522 1.081 3211 West Division Street Arlington Tarrant TX 76012 2,216,439 2,216,439 1.082 2025 East Jemez Road Los Alamos Los Alamos NM 87544 2,201,206 2,201,206 1.083 855 East Mishawaka Road Elkhart Elkhart IN 46517 2,201,206 2,201,206 1.084 100 Apollo Drive Fayetteville Fayette GA 30214 2,188,512 2,188,512 1.085 4500 14th Street Plano Collin TX 75074 2,158,045 2,158,045 1.086 1875 Osolo Road Elkhart Elkhart IN 46514 2,132,656 2,132,656 1.087 1751 West Hadley Las Cruces Dona Ana NM 88005 2,109,806 2,109,806 1.088 301 Alpine Lane Crowley Tarrant TX 76036 2,107,268 2,107,268 1.089 802 E. County Line Road Lot 259 Des Moines Polk IA 50320 2,092,034 2,092,034 1.090 4100 Southeast Adams Topeka Shawnee KS 66609 2,053,951 2,053,951 1.091 2510 Highway 175N Seagoville Dallas TX 75159 2,051,412 2,051,412 1.092 601 El Camino Road Gillette Campbell WY 82716 2,051,412 2,051,412 1.093 433 East 980 North Ogden Weber UT 84404 2,010,790 2,010,790 1.094 7171 West 60th Street Davenport Scott IA 52804 1,986,671 1,986,671 1.095 4001 Peru Road Dubuque Dubuque IA 52001 1,984,132 1,984,132 1.096 2507 214th Street North Port Byron Rock Island IL 61275 1,970,168 1,970,168 1.097 183 Pitcher Road Queensbury Warren NY 12804 1,954,935 1,954,935 1.098 903 South Main Street Hutchins Dallas TX 75141 1,927,007 1,927,007 1.099 5305 North Sheridan Arvada Jefferson CO 80002 1,921,930 1,921,930 1.100 18-5 Cherry Street Port Jervis Orange NY 12771 1,919,391 1,919,391 1.101 2036 1st Avenue Greeley Weld CO 80631 1,888,924 1,888,924 1.102 4930 North Dittmer Street Davenport Scott IA 52806 1,857,188 1,857,188 1.103 106 Havenwood Drive Pompano Beach Broward FL 33064 1,822,913 1,822,913 1.104 11819 North College Avenue Kansas City Clay MO 64156 1,807,680 1,807,680 1.105 4201 Windsor Place Des Moines Polk IA 50320 1,792,447 1,792,447 1.106 99 East Green Pines Drive Tooele Tooele UT 84074 1,792,447 1,792,447 1.107 246 Wonderland Drive Alton Madison IL 62002 1,779,118 1,779,118 1.108 6301 Old Brownsville Road Corpus Christi Nueces TX 78417 1,764,519 1,764,519 1.109 301 South Coppell Road Coppell Dallas TX 75019 1,754,364 1,754,364 1.110 1900 Northwest Lyman Road Topeka Shawnee KS 66608 1,751,825 1,751,825 1.111 33550 East Highway 96 Pueblo Pueblo CO 81001 1,736,592 1,736,592 1.112 3290 North Martha Street Sioux City Woodbury IA 51105 1,734,053 1,734,053 1.113 7148 West Arabian Way West Valley City Salt Lake UT 84128 1,731,514 1,731,514 1.114 8401 NW 13th Street Gainesville Alachua FL 32653 1,721,358 1,721,358 1.115 5112 North Fairmount Avenue Davenport Scott IA 52806 1,713,742 1,713,742 1.116 1 Mark Lane Honey Brook Chester PA 19344 1,706,125 1,706,125 1.117 724 Creek Ridge Road Greensboro Guilford NC 27406 1,685,814 1,685,814 1.118 200 Early Road Columbia Maury TN 38401 1,666,138 1,666,138 1.119 6250 North Federal Boulevard Denver Adams CO 80221 1,660,425 1,660,425 1.120 3475 Goldenrod Road Orlando Orange FL 32822 1,635,036 1,635,036 1.121 12400 Rojas Drive El Paso El Paso TX 79928 1,632,498 1,632,498 1.122 4105 Garfield Avenue Loveland Larimer CO 80538 1,624,881 1,624,881 1.123 600 Glen Vista Drive Keller Tarrant TX 76248 1,614,725 1,614,725 1.124 2525 Shiloh Road Tyler Smith TX 75703 1,602,031 1,602,031 1.125 1322 South Belt Line Road Dallas Dallas TX 75253 1,589,337 1,589,337 1.126 9380 103rd Street Jacksonville Duval FL 32210 1,584,259 1,584,259 1.127 200 Bass Circle Winter Haven Polk FL 33881 1,569,026 1,569,026 1.128 2221 South Prairie Avenue Pueblo Pueblo CO 81005 1,566,487 1,566,487 1.129 100 Sara Lane Huntsville Walker TX 77340 1,528,404 1,528,404 1.130 3096 Camelot Drive Flint Genesee MI 48507 1,525,865 1,525,865 1.131 1713 West US Highway 50 O'Fallon Saint Clair IL 62269 1,510,632 1,510,632 1.132 1335 Dynamic Drive DeSoto Dallas TX 75115 1,508,093 1,508,093 1.133 3400 South Greeley Hwy Cheyenne Laramie WY 82007 1,503,015 1,503,015 1.134 4820 West Oakridge Road Orlando Orange FL 32809 1,492,859 1,492,859 1.135 1901 W. Shady Grove Road Springdale Washington AR 72764 1,482,704 1,482,704 1.136 272 Nicole Lane Somerset Somerset PA 15501 1,464,932 1,464,932 1.137 1023 Lakes Drive Royse City Rockwall TX 75189 1,449,699 1,449,699 1.138 9717 NW 10th Street Oklahoma City Canadian OK 73127 1,442,082 1,442,082 1.139 14647 Lasater Road Dallas Dallas TX 75253 1,442,082 1,442,082 1.140 1834 Gretchen Drive SW Cedar Rapids Linn IA 52404 1,431,926 1,431,926 1.141 102 Frieden Manor Schuylkill Haven Schuylkill PA 17972 1,421,771 1,421,771 1.142 4003 Birch Drive Imperial Jefferson MO 63052 1,401,460 1,401,460 1.143 16 East Maruca Drive Greensburg Westmoreland PA 15601 1,388,765 1,388,765 1.144 6500 Privette Road Wendell Wake NC 27591 1,368,454 1,368,454 1.145 124 East Yates Circle Aledo Parker TX 76008 1,365,916 1,365,916 1.146 158 Fillmore Street Grand Forks Grand Forks ND 58201 1,320,216 1,320,216 1.147 5418 Country Club Road Greensboro Guilford NC 27405 1,317,677 1,317,677 1.148 1550 North Main Street Mansfield Tarrant TX 76063 1,317,677 1,317,677 1.149 1129 East Parkerville Road DeSoto Dallas TX 75115 1,312,599 1,312,599 1.150 7915 103rd Street Jacksonville Duval FL 32210 1,297,366 1,297,366 1.151 1915 West MacArthur Road Wichita Sedgwick KS 67217 1,289,749 1,289,749 1.152 1 East Avenue Washingtonville Orange NY 10992 1,282,133 1,282,133 1.153 202 Skyline Drive Berwick Columbia PA 17815 1,269,438 1,269,438 1.154 3201 West Echeta Road Gillette Campbell WY 82716 1,259,283 1,259,283 1.155 5000 Red Creek Springs Road Pueblo Peublo CO 81005 1,246,588 1,246,588 1.156 7901 South Council Road Oklahoma City Oklahoma OK 73169 1,238,972 1,238,972 1.157 3232 South Clifton Wichita Sedgwick KS 67216 1,231,355 1,231,355 1.158 11300 US Highway 271 Tyler Smith TX 75708 1,200,889 1,200,889 1.159 14222 Lasater Road Dallas Dallas TX 75253 1,198,350 1,198,350 1.160 550 Ruby Road Coppell Dallas TX 75019 1,195,811 1,195,811 1.161 3461 Bankhead Hwy Douglasville Douglas GA 30134 1,193,272 1,193,272 1.162 2458 North 9th Street Laramie Albany WY 82072 1,183,116 1,183,116 1.163 1508 Dickerson Road Nashville Davidson TN 37207 1,167,883 1,167,883 1.164 300 East Prosser Road Cheyenne Laramie WY 82007 1,165,344 1,165,344 1.165 8057 Birchwood Drive Birch Run Saginaw MI 48415 1,157,728 1,157,728 1.166 2390 West Moore Avenue Terrell Kaufman TX 75160 1,150,111 1,150,111 1.167 517 East Trilby Road Fort Collins Larimer CO 80525 1,137,417 1,137,417 1.168 900 Century Drive Ogden Weber UT 84404 1,137,417 1,137,417 1.169 901 East Young Avenue Temple Bell TX 76501 1,129,800 1,129,800 1.170 20 Florida Street Connelly Ulster NY 12417 1,127,261 1,127,261 1.171 1501 South Hampton Road DeSoto Dallas TX 75115 1,117,106 1,117,106 1.172 5900 SE 48th Street Oklahoma City Oklahoma OK 73135 1,101,872 1,101,872 1.173 100 South Belt Line Road Dallas Dallas TX 75253 1,091,717 1,091,717 1.174 5712 Martin Street Fort Worth Tarrant TX 76119 1,089,178 1,089,178 1.175 118 1st Street Avoca Luzerne PA 18641 1,033,323 1,033,323 1.176 2001 South MacArthur Boulevard Oklahoma City Oklahoma OK 73128 1,030,784 1,030,784 1.177 13965 Skyfrost Lane Dallas Dallas TX 75253 1,021,898 1,021,898 1.178 4440 Tuttle Creek Boulevard Manhattan Riley KS 66502 1,013,012 1,013,012 1.179 One Sequoia Drive Casper Natrona WY 82604 997,778 997,778 1.180 4480 S. Meridian Wichita Sedgwick KS 67217 995,240 995,240 1.181 730 Allen Road Manhattan Riley KS 66502 987,623 987,623 1.182 3700 East Sourwood Drive Browns Summit Guilford NC 27214 972,390 972,390 1.183 50 Mollie Drive Ephrata Lancaster PA 17522 969,851 969,851 1.184 845 Barton Road Pocatello Bannock ID 83204 967,312 967,312 1.185 3291 Bankhead Hwy Lithia Springs Douglas GA 30122 939,384 939,384 1.186 2901 West Ridge Pike Norristown Montgomery PA 19403 913,996 913,996 1.187 1341 Dickerson Pike Goodlettsville Davidson TN 37072 903,840 903,840 1.188 13501 SE 29th Street Choctaw Oklahoma OK 73020 898,762 898,762 1.189 6601 Grissom Road Denton Denton TX 76208 896,223 896,223 1.190 351 North Forest Casper Natrona WY 82609 888,607 888,607 1.191 11325 140th Street Davenport Scott IA 52804 888,607 888,607 1.192 35 San Aymores Court Fenton Jefferson MO 63026 882,260 882,260 1.193 2305 E. 19th Street North Newton Jasper IA 50208 878,451 878,451 1.194 420 North Street Lawrence Douglas KS 66044 870,835 870,835 1.195 501 East 63rd Street N Park City Sedgwick KS 67219 858,140 858,140 1.196 1661 West Republic Salina Saline KS 67401 855,601 855,601 1.197 5429 Parker Henderson Road Fort Worth Tarrant TX 76119 852,110 852,110 1.198 1000 Reservation Road Hays Ellis KS 67601 850,524 850,524 1.199 4901 South Douglas Highway Gillette Campbell WY 83718 847,985 847,985 1.200 2760 Robertson Road Casper Natrona WY 82604 847,985 847,985 1.201 2323 East 6th Avenue Stillwater Payne OK 74074 817,518 817,518 1.202 6791 Highway 2 Commerce City Adams CO 80022 794,668 794,668 1.203 2575 West 6th Street Fayetteville Washington AR 72704 784,513 784,513 1.204 4800 West Four Ridge Road House Springs Jefferson MO 63051 779,435 779,435 1.205 9355 Sundown Road Oklahoma City Canadian OK 73127 774,357 774,357 1.206 9919 Hwy 78 Ladson Charleston SC 29456 774,357 774,357 1.207 275 Upper Riverdale Road Riverdale Clayton GA 30274 761,663 761,663 1.208 4317 Clemence Street Gillette Campbell WY 82718 756,585 756,585 1.209 1550 Yellowstone Avenue Pocatello Bannock ID 83201 754,046 754,046 1.210 101 North Michigan Lawrence Douglas KS 66044 741,352 741,352 1.211 7701 Brighton Boulevard Commerce City Adams CO 80022 733,735 733,735 1.212 5909 South Wilkerson Road Fayetteville Washington AR 72704 728,658 728,658 1.213 301 Modene Street Seagoville Dallas TX 75159 710,885 710,885 1.214 2402 Highway 175N Seagoville Dallas TX 75159 703,269 703,269 1.215 2200 Harper Street Lawrence Douglas KS 66046 693,113 693,113 1.216 1735 Northwest Lyman Road Topeka Shawnee KS 66608 652,491 652,491 1.217 15250 Kleberg Road Dallas Dallas TX 75253 642,336 642,336 1.218 5570 Connie Jean Road Jacksonville Duval FL 32222 637,258 637,258 1.219 4600 Old Blue Circle Fort Worth Tarrant TX 76119 622,659 622,659 1.220 702 S Clarkwood Road Corpus Christi Nueces TX 78406 622,025 622,025 1.221 6020 Fort Jenkins Lane Bloomsburg Columbia PA 18603 601,714 601,714 1.222 501 East 63rd Street North Wichita Sedgwick KS 67219 596,636 596,636 1.223 7122 West Bendixon Drive West Valley City Salt Lake UT 84128 594,097 594,097 1.224 649 North Franklin Street Chambersburg Franklin PA 17201 583,942 583,942 1.225 3400 NNE Loop 323 Tyler Smith TX 75708 578,864 578,864 1.226 1735 West 3150 South West Valley City Salt Lake UT 84119 550,936 550,936 1.227 214 Jones Road Saratoga Springs Saratoga NY 12866 548,397 548,397 1.228 350 North Forest Drive Casper Natrona WY 82609 535,703 535,703 1.229 2334 McCann Avenue Cheyenne Laramie WY 82001 528,086 528,086 1.230 402 Villa Drive Stillwater Payne OK 74074 523,009 523,009 1.231 4960 South Seneca Wichita Sedgwick KS 67217 510,314 510,314 1.232 5368 Philadelphia Avenue Chambersburg Franklin PA 17202 484,925 484,925 1.233 5225 South Orange Blossom Trail Orlando Orange FL 32839 479,848 479,848 1.234 29 Oakwood Lane Tunkhannock Wyoming PA 18657 467,153 467,153 1.235 75 Synder Lane Ephrata Lancaster PA 17522 467,153 467,153 1.236 2716 West Delmar Avenue Godfrey Madison IL 62035 462,076 462,076 1.237 745 Cedar Drive Salina Saline KS 67401 456,998 456,998 1.238 800 Eastgate Stillwater Payne OK 74074 441,765 441,765 1.239 71 Vogel Circle Arnold Jefferson MO 63010 441,765 441,765 1.240 5306 Rita Kay Lane Fort Worth Tarrant TX 76119 437,639 437,639 1.241 3650 Harvey Place Casper Natrona WY 82601 436,687 436,687 1.242 201 Rockview Lane Arnold Jefferson MO 63010 434,148 434,148 1.243 1319 West Cloud Street Salina Saline KS 67401 426,531 426,531 1.244 4449 Burlington Road Greensboro Guilford NC 27405 423,992 423,992 1.245 1400 Old Sivells Bend Road Gainesville Cooke TX 76240 421,454 421,454 1.246 1824 South Chester Stillwater Payne OK 74074 421,454 421,454 1.247 924 North Elmira Street Sayre Bradford PA 18840 421,454 421,454 1.248 2 Erica Circle Honey Brook Chester PA 17202 421,454 421,454 1.249 5701 Martin Street Fort Worth Tarrant TX 76119 408,442 408,442 1.250 500 East 50th Street South Wichita Sedgwick KS 67216 406,220 406,220 1.251 1601 EFM 1417 Sherman Grayson TX 75090 403,681 403,681 1.252 191 Pine Haven Circle Blossvale Oneida NY 13308 402,412 402,412 1.253 358 Chambers Road Horseheads Chemung NY 14845 388,131 388,131 1.254 37 Mountaintop Lane Narvon Lancaster PA 17555 380,831 380,831 1.255 905 East 3rd Avenue Coal Valley Rock Island IL 61240 370,676 370,676 1.256 5429 Wilbarger Street Fort Worth Tarrant TX 76119 368,772 368,772 1.257 2607 Highway 175N Seagoville Dallas TX 75159 340,209 340,209 1.258 4420 SW 61st Street Topeka Shawnee KS 66619 332,593 332,593 1.259 5000 Hilltop-Needmore Road Fuquay-Varina Wake NC 27526 319,898 319,898 1.260 1400 East Kay Street Haysville Sedgwick KS 67060 276,738 276,738 1.261 15 Old State Road Jonestown Lebanon PA 17038 271,660 271,660 1.262 5600 Texoma Parkway Sherman Grayson TX 75090 248,810 248,810 1.263 Wolcott Hollow Road & Route 220 Athens Bradford PA 18840 243,732 243,732 1.264 1928 East 47th Street South Wichita Sedgwick KS 67216 231,038 231,038 1.265 3847 Quarterhorse Road House Springs Jefferson MO 63051 225,960 225,960 1.266 1619 North Douglas Boulevard Midwest City Oklahoma OK 73130 213,266 213,266 1.267 910 North Oakview Drive Midwest City Oklahoma OK 73110 170,105 170,105 1.268 4625 South Seneca Wichita Sedgwick KS 67217 134,560 134,560 1.269 4437 Sycamore Grove Road Chambersburg Franklin PA 17201 124,405 124,405 1.270 530 North US Highway 77 Douglass Butler KS 67039 121,866 121,866 1.271 2111 Richardson Road Arnold Jefferson MO 63010 118,058 118,058 1.272 779 Route 9 Gansevoort Saratoga NY 12831 116,788 116,788 1.273 1909 South Anna Wichita Sedgwick KS 67209 104,094 104,094 1.274 1010 West 44th Street South Wichita Sedgwick KS 67217 48,239 48,239 16 900-944 Carman's Road Massapequa Nassau NY 11758 33,500,000 33,500,000 17 22608 MacArthur Boulevard California St. Mary's MD 20619 27,200,000 27,200,000 18 4401 Transit Road Clarence Erie NY 14221 27,100,000 27,100,000 21 8585 South Yosemite Street Lone Tree Douglas CO 80124 25,500,000 25,500,000 32 31440 Northwestern Highway Farmington Hills Oakland MI 48334 18,700,000 18,700,000 35 5600 9th Street Zion Lake IL 60099 16,800,000 16,800,000 36 2403-2455 South Vineyard Avenue Ontario San Bernardino CA 91761 15,750,000 15,750,000 42 2345 Woodridge Way Ypsilanti Washtenaw MI 48197 13,000,000 13,000,000 43 513-655 Central Avenue Lompoc Santa Barbara CA 93436 13,000,000 13,000,000 45 392 Aoloa Street Kailua Honolulu HI 96734 12,050,000 12,050,000 59 Various Various Various MO Various 10,050,000 10,050,000 59.01 1309 West Eaglewood Drive Nixa Christian MO 65714 4,561,154 4,561,154 59.02 4310 Timbercreek Avenue Battlefield Greene MO 65619 3,169,615 3,169,615 59.03 4131 South Scenic Avenue Springfield Greene MO 65807 1,507,500 1,507,500 59.04 4343 South Timbercreek Avenue Springfield Greene MO 65619 811,731 811,731 61 201 Hamakua Drive Kailua Honolulu HI 96734 9,800,000 9,800,000 63 3450 Old Lincoln Highway Thorndale Chester PA 19372 9,761,957 9,800,000 67 950 Parkside Village Drive Clayton Johnston NC 27520 9,400,000 9,400,000 82 6219 El Camino Real Carlsbad San Diego CA 92009 7,850,000 7,850,000 92 249 Ruccio Way Lexington Fayette KY 40503 7,329,824 7,335,000 95 2900 Las Positas Road Livermore Alameda CA 94551 6,900,000 6,900,000 96 1717 South Range Line Road Joplin Jasper MO 64804 6,850,000 6,850,000 98 1611 West Peachtree Street Atlanta Fulton GA 30309 6,600,000 6,600,000 103 1011 West Marshall Street Richmond Richmond City VA 23220 6,350,000 6,350,000 109 900 North Broadway Santa Ana Orange CA 92701 5,171,000 5,171,000 111 500 Highway 51 North Ridgeland Madison MS 39157 5,900,000 5,900,000 115 46 Sergeant Prentiss Drive Natchez Adams MS 39120 5,470,966 5,475,000 133 1820 North 75th Avenue Phoenix Maricopa AZ 85035 4,375,000 4,375,000 138 1311 & 1315 Dayton Street & 1155 Harkins Road Salinas Monterey CA 93901 4,200,000 4,200,000 150 4100 Truxtun Avenue Bakersfield Kern CA 93309 3,880,000 3,880,000 157 5076-5092 Mayfield Road Lyndhurst Cuyahoga OH 44124 3,594,050 3,600,000 169 26536 Carl Boyer Drive Santa Clarita Los Angeles CA 91350 3,000,000 3,000,000 173 30-32 Industrial Road Elizabethtown Lancaster PA 17022 2,997,772 3,000,000 NET MONTHLY P&I DEBT ANNUAL P&I DEBT INTEREST PRIMARY MASTER TRUSTEE AND SUB SERVICIN ADMIN. MORTGAGE LOAN # SERVICE ($) SERVICE ($) RATE % SERVICING FEE SERVICING FEE PAYING AGENT FEE FEE RATE FEE % RATE % ------------------------------------------------------------------------------------------------------------------------------------ 1 2,738,645.83 32,863,749.96 6.4650 0.010 0.00089 0.0100 0.02089 6.44411 1.001 1.002 1.003 1.004 1.005 1.006 1.007 1.008 1.009 1.010 1.011 1.012 1.013 1.014 1.015 1.016 1.017 1.018 1.019 1.020 1.021 1.022 1.023 1.024 1.025 1.026 1.027 1.028 1.029 1.030 1.031 1.032 1.033 1.034 1.035 1.036 1.037 1.038 1.039 1.040 1.041 1.042 1.043 1.044 1.045 1.046 1.047 1.048 1.049 1.050 1.051 1.052 1.053 1.054 1.055 1.056 1.057 1.058 1.059 1.060 1.061 1.062 1.063 1.064 1.065 1.066 1.067 1.068 1.069 1.070 1.071 1.072 1.073 1.074 1.075 1.076 1.077 1.078 1.079 1.080 1.081 1.082 1.083 1.084 1.085 1.086 1.087 1.088 1.089 1.090 1.091 1.092 1.093 1.094 1.095 1.096 1.097 1.098 1.099 1.100 1.101 1.102 1.103 1.104 1.105 1.106 1.107 1.108 1.109 1.110 1.111 1.112 1.113 1.114 1.115 1.116 1.117 1.118 1.119 1.120 1.121 1.122 1.123 1.124 1.125 1.126 1.127 1.128 1.129 1.130 1.131 1.132 1.133 1.134 1.135 1.136 1.137 1.138 1.139 1.140 1.141 1.142 1.143 1.144 1.145 1.146 1.147 1.148 1.149 1.150 1.151 1.152 1.153 1.154 1.155 1.156 1.157 1.158 1.159 1.160 1.161 1.162 1.163 1.164 1.165 1.166 1.167 1.168 1.169 1.170 1.171 1.172 1.173 1.174 1.175 1.176 1.177 1.178 1.179 1.180 1.181 1.182 1.183 1.184 1.185 1.186 1.187 1.188 1.189 1.190 1.191 1.192 1.193 1.194 1.195 1.196 1.197 1.198 1.199 1.200 1.201 1.202 1.203 1.204 1.205 1.206 1.207 1.208 1.209 1.210 1.211 1.212 1.213 1.214 1.215 1.216 1.217 1.218 1.219 1.220 1.221 1.222 1.223 1.224 1.225 1.226 1.227 1.228 1.229 1.230 1.231 1.232 1.233 1.234 1.235 1.236 1.237 1.238 1.239 1.240 1.241 1.242 1.243 1.244 1.245 1.246 1.247 1.248 1.249 1.250 1.251 1.252 1.253 1.254 1.255 1.256 1.257 1.258 1.259 1.260 1.261 1.262 1.263 1.264 1.265 1.266 1.267 1.268 1.269 1.270 1.271 1.272 1.273 1.274 16 174,554.63 2,094,655.56 6.1502 0.010 0.010 0.00089 0.02089 6.12931 17 142,373.19 1,708,478.28 6.1782 0.010 0.010 0.00089 0.02089 6.15731 18 146,883.49 1,762,601.88 5.5760 0.010 0.010 0.00089 0.02089 5.55511 21 130,273.13 1,563,277.56 6.0300 0.010 0.010 0.00089 0.02089 6.00911 32 110,617.56 1,327,410.72 5.8750 0.010 0.010 0.00089 0.02089 5.85411 35 81,457.37 977,488.44 5.7230 0.010 0.00089 0.0500 0.06089 5.66211 36 86,787.75 1,041,453.00 6.5040 0.010 0.010 0.00089 0.02089 6.48311 42 76,137.22 913,646.64 5.7830 0.010 0.010 0.00089 0.02089 5.76211 43 75,711.53 908,538.36 6.1810 0.010 0.010 0.00089 0.02089 6.16011 45 70,154.28 841,851.36 6.1780 0.010 0.010 0.00089 0.02089 6.15711 59 64,470.91 773,650.92 6.6430 0.010 0.010 0.00089 0.02089 6.62211 59.01 59.02 59.03 59.04 61 57,280.73 687,368.76 6.2120 0.010 0.010 0.00089 0.02089 6.19111 63 54,165.07 649,980.84 5.7380 0.010 0.010 0.00089 0.02089 5.71711 67 55,370.50 664,446.00 6.2790 0.010 0.010 0.00089 0.02089 6.25811 82 50,420.23 605,042.76 6.6550 0.010 0.010 0.00089 0.02089 6.63411 92 46,787.50 561,450.00 6.5880 0.010 0.010 0.00089 0.02089 6.56711 95 33,771.38 405,256.55 5.7770 0.010 0.010 0.00089 0.02089 5.75611 96 41,384.57 496,614.84 6.5000 0.010 0.010 0.00089 0.02089 6.47911 98 33,924.64 407,095.68 6.0670 0.010 0.00089 0.0400 0.05089 6.01611 103 37,222.43 446,669.16 5.7910 0.010 0.00089 0.0800 0.09089 5.70011 109 32,789.73 393,476.76 6.5310 0.010 0.010 0.00089 0.02089 6.51011 111 37,778.35 453,340.20 6.6250 0.010 0.010 0.00089 0.02089 6.60411 115 34,372.02 412,464.24 6.4350 0.010 0.010 0.00089 0.02089 6.41411 133 27,229.50 326,754.00 6.7640 0.010 0.010 0.00089 0.02089 6.74311 138 26,320.77 315,849.24 6.4180 0.010 0.00089 0.1000 0.11089 6.30711 150 24,016.14 288,193.68 6.3000 0.010 0.010 0.00089 0.02089 6.27911 157 22,629.11 271,549.32 6.4470 0.010 0.010 0.00089 0.02089 6.42611 169 17,558.68 210,704.16 5.7770 0.010 0.010 0.00089 0.02089 5.75611 173 18,778.93 225,347.16 6.4070 0.010 0.010 0.00089 0.02089 6.38611 MONTHLY PAYMENT MATURITY/ AMORT ARD ENVIRONMENTAL LOAN # ACCRUAL TYPE TERM DATE REM. TERM ARD DATE TERM REM. AMORT TITLE TYPE ARD LOAN STEP UP INSURANCE ------------------------------------------------------------------------------------------------------------------------------ 1 Actual/360 120 1 117 8/1/2017 0 0 Fee/Leasehold No 1.001 Fee No 1.002 Fee No 1.003 Fee No 1.004 Fee No 1.005 Fee No 1.006 Fee No 1.007 Fee No 1.008 Fee No 1.009 Fee No 1.010 Fee No 1.011 Fee No 1.012 Fee No 1.013 Fee No 1.014 Fee No 1.015 Fee No 1.016 Fee No 1.017 Fee No 1.018 Fee No 1.019 Fee No 1.020 Fee No 1.021 Fee No 1.022 Fee No 1.023 Fee No 1.024 Fee No 1.025 Fee No 1.026 Fee No 1.027 Fee No 1.028 Fee No 1.029 Fee No 1.030 Fee No 1.031 Fee No 1.032 Fee No 1.033 Fee No 1.034 Fee No 1.035 Fee No 1.036 Fee No 1.037 Fee No 1.038 Fee No 1.039 Fee No 1.040 Fee No 1.041 Fee No 1.042 Fee No 1.043 Fee No 1.044 Fee No 1.045 Fee No 1.046 Fee No 1.047 Fee No 1.048 Fee No 1.049 Fee No 1.050 Fee No 1.051 Fee No 1.052 Fee No 1.053 Fee No 1.054 Fee No 1.055 Fee No 1.056 Fee No 1.057 Fee No 1.058 Fee No 1.059 Fee No 1.060 Fee No 1.061 Fee No 1.062 Fee No 1.063 Fee No 1.064 Fee No 1.065 Fee No 1.066 Fee No 1.067 Fee No 1.068 Fee No 1.069 Fee No 1.070 Fee No 1.071 Fee No 1.072 Fee No 1.073 Fee No 1.074 Fee No 1.075 Fee No 1.076 Fee No 1.077 Fee No 1.078 Fee No 1.079 Fee No 1.080 Fee No 1.081 Fee No 1.082 Fee No 1.083 Fee No 1.084 Fee No 1.085 Fee No 1.086 Fee No 1.087 Fee No 1.088 Fee No 1.089 Fee No 1.090 Fee No 1.091 Fee No 1.092 Fee No 1.093 Fee No 1.094 Fee No 1.095 Fee No 1.096 Fee No 1.097 Fee No 1.098 Fee No 1.099 Fee No 1.100 Fee No 1.101 Fee No 1.102 Fee No 1.103 Fee No 1.104 Fee No 1.105 Fee No 1.106 Fee No 1.107 Fee No 1.108 Fee No 1.109 Fee No 1.110 Fee No 1.111 Fee No 1.112 Fee No 1.113 Fee No 1.114 Fee No 1.115 Fee No 1.116 Fee No 1.117 Fee No 1.118 Fee No 1.119 Fee No 1.120 Fee No 1.121 Fee No 1.122 Fee No 1.123 Fee No 1.124 Fee No 1.125 Fee No 1.126 Fee No 1.127 Fee No 1.128 Fee No 1.129 Fee No 1.130 Fee No 1.131 Fee No 1.132 Fee No 1.133 Fee No 1.134 Fee No 1.135 Fee No 1.136 Fee No 1.137 Fee No 1.138 Fee No 1.139 Fee No 1.140 Fee No 1.141 Fee No 1.142 Fee No 1.143 Fee No 1.144 Fee No 1.145 Fee No 1.146 Fee No 1.147 Fee No 1.148 Fee No 1.149 Fee No 1.150 Fee No 1.151 Fee No 1.152 Fee No 1.153 Fee No 1.154 Fee No 1.155 Fee No 1.156 Fee No 1.157 Fee No 1.158 Fee No 1.159 Fee No 1.160 Fee No 1.161 Fee No 1.162 Fee No 1.163 Fee No 1.164 Fee No 1.165 Leasehold No 1.166 Fee No 1.167 Fee No 1.168 Fee No 1.169 Fee No 1.170 Fee No 1.171 Fee No 1.172 Fee No 1.173 Fee No 1.174 Fee No 1.175 Fee No 1.176 Fee No 1.177 Fee No 1.178 Fee No 1.179 Fee No 1.180 Fee No 1.181 Fee No 1.182 Fee No 1.183 Fee No 1.184 Fee No 1.185 Fee No 1.186 Fee No 1.187 Fee No 1.188 Fee No 1.189 Fee No 1.190 Fee No 1.191 Fee No 1.192 Fee No 1.193 Fee No 1.194 Fee No 1.195 Fee No 1.196 Fee No 1.197 Fee No 1.198 Fee No 1.199 Fee No 1.200 Fee No 1.201 Fee No 1.202 Fee No 1.203 Fee No 1.204 Fee No 1.205 Fee No 1.206 Fee No 1.207 Fee No 1.208 Fee No 1.209 Fee No 1.210 Fee No 1.211 Fee No 1.212 Fee No 1.213 Fee No 1.214 Fee No 1.215 Fee No 1.216 Fee No 1.217 Fee No 1.218 Fee No 1.219 Fee No 1.220 Fee No 1.221 Fee No 1.222 Fee No 1.223 Fee No 1.224 Fee No 1.225 Fee No 1.226 Fee No 1.227 Fee No 1.228 Fee No 1.229 Fee No 1.230 Fee No 1.231 Fee No 1.232 Fee No 1.233 Fee No 1.234 Fee No 1.235 Fee No 1.236 Fee No 1.237 Fee No 1.238 Fee No 1.239 Fee No 1.240 Fee No 1.241 Fee No 1.242 Fee No 1.243 Fee No 1.244 Fee No 1.245 Fee No 1.246 Fee No 1.247 Fee No 1.248 Fee No 1.249 Fee No 1.250 Fee No 1.251 Fee No 1.252 Fee No 1.253 Fee No 1.254 Fee No 1.255 Fee No 1.256 Fee No 1.257 Fee No 1.258 Fee No 1.259 Fee No 1.260 Fee No 1.261 Fee No 1.262 Fee No 1.263 Fee No 1.264 Fee No 1.265 Fee No 1.266 Fee No 1.267 Fee No 1.268 Fee No 1.269 Fee No 1.270 Fee No 1.271 Fee No 1.272 Fee No 1.273 Fee No 1.274 Fee No 16 Actual/360 120 1 108 11/1/2016 0 0 Fee No 17 Actual/360 120 1 109 12/1/2016 0 0 Fee No 18 Actual/360 120 8 118 9/8/2017 420 420 Fee/Leasehold No 21 Actual/360 126 8 122 1/8/2018 0 0 Fee No 32 Actual/360 120 8 116 7/8/2017 360 360 Fee No 35 Actual/360 120 8 116 7/8/2017 0 0 Fee No 36 Actual/360 120 8 118 9/8/2017 0 0 Fee No 42 Actual/360 120 8 118 9/8/2017 360 360 Fee No 43 Actual/360 120 8 118 9/8/2017 420 420 Fee No 45 Actual/360 120 8 117 8/8/2017 420 420 Leasehold No 59 Actual/360 120 8 120 11/8/2017 360 360 Fee No 59.01 Fee No 59.02 Fee No 59.03 Fee No 59.04 Fee No 61 Actual/360 120 8 117 8/8/2017 420 420 Leasehold No 63 Actual/360 120 8 114 5/8/2017 420 414 Fee No 67 Actual/360 120 8 118 9/8/2017 420 420 Fee No 82 Actual/360 142 8 139 6/8/2019 360 360 Fee No 92 Actual/360 120 8 119 10/8/2017 360 359 Fee No 95 Actual/360 120 8 119 10/8/2017 0 0 Fee No 96 Actual/360 120 8 120 11/8/2017 420 420 Fee No 98 Actual/360 35 8 29 4/8/2010 0 0 Fee No 103 Actual/360 120 8 118 9/8/2017 360 360 Fee No 109 Actual/360 120 8 120 11/8/2017 360 360 Fee/Leasehold No 111 Actual/360 120 8 117 8/8/2017 360 360 Fee No 115 Actual/360 120 8 119 10/8/2017 360 359 Fee No 133 Actual/360 120 8 118 9/8/2017 420 420 Fee No 138 Actual/360 120 8 117 8/8/2017 360 360 Fee No 150 Actual/360 120 8 117 8/8/2017 360 360 Fee No 157 Actual/360 120 8 118 9/8/2017 360 358 Fee No 169 Actual/360 120 8 118 9/8/2017 360 360 Fee No 173 Actual/360 120 8 119 10/8/2017 360 359 Fee No PARTIAL UPFRONT UPFRONT CROSS CROSS DEFEASANCE LETTER OF LOCKBOX HOLDBACK ENGINEERING CAPEX LOAN # DEFAULTED COLLATERALIZED ALLOWED CREDIT TYPE AMOUNT RESERVE ($) RESERVE ($) ----------------------------------------------------------------------------------------------------------------------------- 1 Yes Hard 536,646 2,238,167 1.001 1.002 1.003 1.004 1.005 1.006 1.007 1.008 1.009 1.010 1.011 1.012 1.013 1.014 1.015 1.016 1.017 1.018 1.019 1.020 1.021 1.022 1.023 1.024 1.025 1.026 1.027 1.028 1.029 1.030 1.031 1.032 1.033 1.034 1.035 1.036 1.037 1.038 1.039 1.040 1.041 1.042 1.043 1.044 1.045 1.046 1.047 1.048 1.049 1.050 1.051 1.052 1.053 1.054 1.055 1.056 1.057 1.058 1.059 1.060 1.061 1.062 1.063 1.064 1.065 1.066 1.067 1.068 1.069 1.070 1.071 1.072 1.073 1.074 1.075 1.076 1.077 1.078 1.079 1.080 1.081 1.082 1.083 1.084 1.085 1.086 1.087 1.088 1.089 1.090 1.091 1.092 1.093 1.094 1.095 1.096 1.097 1.098 1.099 1.100 1.101 1.102 1.103 1.104 1.105 1.106 1.107 1.108 1.109 1.110 1.111 1.112 1.113 1.114 1.115 1.116 1.117 1.118 1.119 1.120 1.121 1.122 1.123 1.124 1.125 1.126 1.127 1.128 1.129 1.130 1.131 1.132 1.133 1.134 1.135 1.136 1.137 1.138 1.139 1.140 1.141 1.142 1.143 1.144 1.145 1.146 1.147 1.148 1.149 1.150 1.151 1.152 1.153 1.154 1.155 1.156 1.157 1.158 1.159 1.160 1.161 1.162 1.163 1.164 1.165 1.166 1.167 1.168 1.169 1.170 1.171 1.172 1.173 1.174 1.175 1.176 1.177 1.178 1.179 1.180 1.181 1.182 1.183 1.184 1.185 1.186 1.187 1.188 1.189 1.190 1.191 1.192 1.193 1.194 1.195 1.196 1.197 1.198 1.199 1.200 1.201 1.202 1.203 1.204 1.205 1.206 1.207 1.208 1.209 1.210 1.211 1.212 1.213 1.214 1.215 1.216 1.217 1.218 1.219 1.220 1.221 1.222 1.223 1.224 1.225 1.226 1.227 1.228 1.229 1.230 1.231 1.232 1.233 1.234 1.235 1.236 1.237 1.238 1.239 1.240 1.241 1.242 1.243 1.244 1.245 1.246 1.247 1.248 1.249 1.250 1.251 1.252 1.253 1.254 1.255 1.256 1.257 1.258 1.259 1.260 1.261 1.262 1.263 1.264 1.265 1.266 1.267 1.268 1.269 1.270 1.271 1.272 1.273 1.274 16 Hard 413,435 17 Hard 496,813 176,240 18 None at Closing, Springing Hard 21 Hard 32 Yes 35 None at Closing, Springing Hard 36 Yes 439,875 89,792 42 12,500 43 45 None at Closing, Springing Hard 800,000 15,069 59 59.01 59.02 59.03 59.04 61 None at Closing, Springing Hard 850,000 63 None at Closing, Springing Hard 25,000 67 16,219 170,000 82 Hard 92 Hard 95 None at Closing, Springing Hard 96 98 103 109 111 115 133 138 18,750 150 80,000 14,250 157 34,186 169 None at Closing, Springing Hard 173 18,351 UPFRONT UPFRONT UPFRONT UPFRONT MONTHLY MONTHLY MONTHLY MONTHLY MONTHLY TI/LC RE TAX INS. OTHER CAPEX CAPEX TI/LC TI/LC RE TAX LOAN # RESERVE ($) RESERVE ($) RESERVE ($) RESERVE ($) RESERVE ($) RESERVE CAP ($) RESERVE ($) RESERVE CAP ($) RESERVE ($) ------------------------------------------------------------------------------------------------------------------------------------ 1 6,933,000 684,275 1,370,644 238,167 2,858,250 1,218,340 1.001 1.002 1.003 1.004 1.005 1.006 1.007 1.008 1.009 1.010 1.011 1.012 1.013 1.014 1.015 1.016 1.017 1.018 1.019 1.020 1.021 1.022 1.023 1.024 1.025 1.026 1.027 1.028 1.029 1.030 1.031 1.032 1.033 1.034 1.035 1.036 1.037 1.038 1.039 1.040 1.041 1.042 1.043 1.044 1.045 1.046 1.047 1.048 1.049 1.050 1.051 1.052 1.053 1.054 1.055 1.056 1.057 1.058 1.059 1.060 1.061 1.062 1.063 1.064 1.065 1.066 1.067 1.068 1.069 1.070 1.071 1.072 1.073 1.074 1.075 1.076 1.077 1.078 1.079 1.080 1.081 1.082 1.083 1.084 1.085 1.086 1.087 1.088 1.089 1.090 1.091 1.092 1.093 1.094 1.095 1.096 1.097 1.098 1.099 1.100 1.101 1.102 1.103 1.104 1.105 1.106 1.107 1.108 1.109 1.110 1.111 1.112 1.113 1.114 1.115 1.116 1.117 1.118 1.119 1.120 1.121 1.122 1.123 1.124 1.125 1.126 1.127 1.128 1.129 1.130 1.131 1.132 1.133 1.134 1.135 1.136 1.137 1.138 1.139 1.140 1.141 1.142 1.143 1.144 1.145 1.146 1.147 1.148 1.149 1.150 1.151 1.152 1.153 1.154 1.155 1.156 1.157 1.158 1.159 1.160 1.161 1.162 1.163 1.164 1.165 1.166 1.167 1.168 1.169 1.170 1.171 1.172 1.173 1.174 1.175 1.176 1.177 1.178 1.179 1.180 1.181 1.182 1.183 1.184 1.185 1.186 1.187 1.188 1.189 1.190 1.191 1.192 1.193 1.194 1.195 1.196 1.197 1.198 1.199 1.200 1.201 1.202 1.203 1.204 1.205 1.206 1.207 1.208 1.209 1.210 1.211 1.212 1.213 1.214 1.215 1.216 1.217 1.218 1.219 1.220 1.221 1.222 1.223 1.224 1.225 1.226 1.227 1.228 1.229 1.230 1.231 1.232 1.233 1.234 1.235 1.236 1.237 1.238 1.239 1.240 1.241 1.242 1.243 1.244 1.245 1.246 1.247 1.248 1.249 1.250 1.251 1.252 1.253 1.254 1.255 1.256 1.257 1.258 1.259 1.260 1.261 1.262 1.263 1.264 1.265 1.266 1.267 1.268 1.269 1.270 1.271 1.272 1.273 1.274 16 461,860 200,000 22,762 8,533,711 1,603 250,000 8,217 250,000 87,655 17 26,959 16,174 5,065,760 3,297 118,675 7,917 250,000 13,479 18 873,484 2,550 30,599 6,800 244,789 21 32 33,539 582,000 2,979 8,937 41,667 35 36 250,000 141,750 1,540.00 20,250 42 22,611 5,347 5,550 22,611 43 92,265 11,132 1,208 15,377 45 3,375 800,000 669 1,783 85,605 9,725 59 88,268 46,297 5,793 8,827 59.01 59.02 59.03 59.04 61 510,000 3,375 850,000 561 2,803 134,556 3,961 63 625,000 109,722 4,776 1,002 36,063 12,191 67 8,149 11,861 70,000 8,149 82 6,047 11,589 346 1,512 92 83,412 9,640 275,000 7,766 8,341 95 34,325 96 33,738 12,656 817 34,472 3,067 98 400,000 103 16,013 7,788 1,525 5,338 109 375,000 13,750 3,145 958 150,000 6,875 111 70,000 54,665 1,245 615,000 396 2,968 6,833 115 78,826 2,798 171,000 797 3,183 7,883 133 26,419 3,260 46,500 197.00 1,667 60,000 4,403 138 7,850 2,683 3,925 150 22,500 430 80,000 557.00 1,250 30,000 4,500 157 35,100 12,192 11,243 215 1,800 67,500 4,064 169 19,442 3,705 230 4,860 173 974 225,000 812 3,113 4,221 MONTHLY MONTHLY INS. OTHER GRACE GRACE LOAN # RESERVE ($) RESERVE ($) TO LATE TO DEFAULT ------------------------------------------------------------------------------------------------------------------ 1 0 0 1.001 1.002 1.003 1.004 1.005 1.006 1.007 1.008 1.009 1.010 1.011 1.012 1.013 1.014 1.015 1.016 1.017 1.018 1.019 1.020 1.021 1.022 1.023 1.024 1.025 1.026 1.027 1.028 1.029 1.030 1.031 1.032 1.033 1.034 1.035 1.036 1.037 1.038 1.039 1.040 1.041 1.042 1.043 1.044 1.045 1.046 1.047 1.048 1.049 1.050 1.051 1.052 1.053 1.054 1.055 1.056 1.057 1.058 1.059 1.060 1.061 1.062 1.063 1.064 1.065 1.066 1.067 1.068 1.069 1.070 1.071 1.072 1.073 1.074 1.075 1.076 1.077 1.078 1.079 1.080 1.081 1.082 1.083 1.084 1.085 1.086 1.087 1.088 1.089 1.090 1.091 1.092 1.093 1.094 1.095 1.096 1.097 1.098 1.099 1.100 1.101 1.102 1.103 1.104 1.105 1.106 1.107 1.108 1.109 1.110 1.111 1.112 1.113 1.114 1.115 1.116 1.117 1.118 1.119 1.120 1.121 1.122 1.123 1.124 1.125 1.126 1.127 1.128 1.129 1.130 1.131 1.132 1.133 1.134 1.135 1.136 1.137 1.138 1.139 1.140 1.141 1.142 1.143 1.144 1.145 1.146 1.147 1.148 1.149 1.150 1.151 1.152 1.153 1.154 1.155 1.156 1.157 1.158 1.159 1.160 1.161 1.162 1.163 1.164 1.165 1.166 1.167 1.168 1.169 1.170 1.171 1.172 1.173 1.174 1.175 1.176 1.177 1.178 1.179 1.180 1.181 1.182 1.183 1.184 1.185 1.186 1.187 1.188 1.189 1.190 1.191 1.192 1.193 1.194 1.195 1.196 1.197 1.198 1.199 1.200 1.201 1.202 1.203 1.204 1.205 1.206 1.207 1.208 1.209 1.210 1.211 1.212 1.213 1.214 1.215 1.216 1.217 1.218 1.219 1.220 1.221 1.222 1.223 1.224 1.225 1.226 1.227 1.228 1.229 1.230 1.231 1.232 1.233 1.234 1.235 1.236 1.237 1.238 1.239 1.240 1.241 1.242 1.243 1.244 1.245 1.246 1.247 1.248 1.249 1.250 1.251 1.252 1.253 1.254 1.255 1.256 1.257 1.258 1.259 1.260 1.261 1.262 1.263 1.264 1.265 1.266 1.267 1.268 1.269 1.270 1.271 1.272 1.273 1.274 16 4,552 5 5 17 2,715 5 (0 for payment due on Maturity Date) 5 (0 for payment due on Maturity Date) 18 0 0 21 0 0 32 2,795 0 0 35 0 0 36 0 0 42 1,337 0 0 43 0 0 45 3,375 0 0 59 5,144 0 0 59.01 59.02 59.03 59.04 61 3,375 0 0 63 2,388 5 (one time in any twelve month period) 5 (one time in any twelve month period) 67 2,965 0 0 82 1,054 0 0 92 1,607 0 0 95 0 0 96 1,055 2496 0 0 98 0 0 103 779 0 0 109 1,573 0 0 111 623 0 0 115 699 0 0 133 362 0 0 138 1,342 0 0 150 430 0 0 157 1,124 0 0 169 463 0 0 173 974 0 0

SCHEDULE III MERS MORTGAGE LOANS LOAN/PROPERTY NAME ------------------ Shops at Main & Transit 8585 South Yosemite Street Northwestern Office Vineyard Village Lompoc Corners Thorndale West Shopping Center Parkside Village Kohl's Livermore Joplin Marketplace 900 North Broadway Trace Station Shopping Center Natchez Medical Pavilion MayRich Plaza 30-32 Industrial Drive