Common use of Lien; Valid Assignment Clause in Contracts

Lien; Valid Assignment. o Village Square (310905166)($59,680,000): Tenant (Eastgate Theatre, Inc.) has right of first refusal (ROFR) affecting its leased parcel (Parcel 1); ROFR is not extinguished by foreclosure; Foreclosure or deed-in-lieu does not trigger ROFR, however o Brighton Court (310905167)($21,000,000): Mortgaged property is subject to Regulatory Agreement related to the State of Washington bond financing placing low-income housing related restrictions to rents attributable to 37 of 182 units; Restrictions expire in 2010; Underwritten income for the mortgaged property took such rent restrictions into consideration; Mortgaged property is currently in compliance and special regulatory endorsement to title policy obtained, however o Staybridge - San Antonio (310905142)($11,600,000): Franchisor (Dxxxx Inns) has Right of First Refusal (ROFR) in the event of proposed transfer; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however o Country Inn & Suites Sycamore (310905127)($3,750,000): Licensor (Country Inn & Suites By Cxxxxxx) has Right of First Refusal (ROFR) in the event of proposed transfer; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however o Walgreen's - West Cxxxxxx (410905120)($2,350,000): Tenant (Walgreens) has Right of First Refusal (ROFR) to purchase the mortgaged property; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however o Tanger Furniture Outlets (410904765)($1,802,000): One of two parcels comprising mortgaged property (44% of net rentable area) is encumbered by restrictive covenants restricting use to furniture, appliance and carpet showroom (current use complies with use covenant); An in-place re-tenanting impound ($7,000/month up to $250,000 cap) and $150,000 springing TI impound (failure to fund is recourse trigger to guarantors), together with 52% LTV and 1.51x DSCR mitigate related re-tenanting risks o Giant Oil - Las Ventanas (930904273)($1,600,000): Tenant (Giant Industries Arizona, Inc.) has right of first refusal (ROFR) affecting entirety of property; ROFR is not extinguished by foreclosure; Foreclosure or deed-in-lieu does not trigger ROFR, however o Rite Aid - Wellsburg, WV (410905164)($1,408,400): Tenant (Rite Aid) has Right of First Refusal (ROFR) to purchase the mortgaged property; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however

Lien; Valid Assignment. o Village Square Healthsouth Rehabilitation Center (310905166)($59,680,000113495) ($9,900,000): (i) Tenant (Eastgate Theatre, Inc.HealthSouth) has purchase option affecting entirety of property effective 10.31.2017 with 12 months notice (loan matures (11.01.2017) based on fair market value; (ii) Tenant (HealthSouth) has right of first refusal offer (ROFR) affecting its leased parcel (Parcel 1ROFO); ROFR ROFO affects entire property, ROFO is not extinguished by foreclosure; Foreclosure or deed-in-lieu does not trigger ROFRROFO, however o Brighton Court Hudson Slingerlands Crossing IX (310905167)($21,000,000000000) ($8,080,000): Mortgaged property Property is subject to Regulatory Payment In Lieu Of Taxes (PILOT) Agreement that imposes use conditions on the related mortgage property in exchange for certain tax benefits; Under certain circumstances, PILOT -related benefits can be terminated, and there is no assurance that the PILOT Agreement would not be terminated following the exercise of lender remedies; PILOT Agreement terminates on 12.31.2016 or earlier termination of ground lease; For underwriting purposes, property tax-related expenses did not include PILOT benefits; Non-recourse carve-out (from SPE borrower only) obtained for losses related to the State of Washington bond financing placing lownon-income housing related restrictions to rents attributable to 37 of 182 units; Restrictions expire in 2010; Underwritten income for the mortgaged property took such rent restrictions into consideration; Mortgaged property is currently in compliance and special regulatory endorsement to title policy obtained, however with PILOT Agreement o Staybridge - San Antonio Hudson Benedictine Cancer Centxx (310905142)($11,600,000): Franchisor (Dxxxx Inns000000) has Right of First Refusal (ROFR) in the event of proposed transfer; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however o Country Inn & Suites Sycamore (310905127)($3,750,000): Licensor (Country Inn & Suites By Cxxxxxx) has Right of First Refusal (ROFR) in the event of proposed transfer; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however o Walgreen's - West Cxxxxxx (410905120)($2,350,000): Tenant (Walgreens) has Right of First Refusal (ROFR) to purchase the mortgaged property; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however o Tanger Furniture Outlets (410904765)($1,802,000): One of two parcels comprising mortgaged property (44% of net rentable area) is encumbered by restrictive covenants restricting use to furniture, appliance and carpet showroom (current use complies with use covenant); An in-place re-tenanting impound ($7,000/month up 7,076,100): Property is subject to Payment In Lieu Of Taxes (PILOT) Agreement that imposes use conditions on the related mortgage property in exchange for certain tax benefits; Under certain circumstances, PILOT -related benefits can be terminated, and there is no assurance that the PILOT Agreement would not be terminated following the exercise of lender remedies; For underwriting purposes, property tax-related expenses did not include PILOT benefits; Non-recourse carve-out (from SPE borrower only) obtained for losses related to non-compliance with PILOT Agreement o Hudson Slingerlands Crossing I (000000) ($250,000 cap6,940,000): Property is subject to Payment In Lieu Of Taxes (PILOT) Agreement that imposes use conditions on the related mortgage property in exchange for certain tax benefits; Under certain circumstances, PILOT -related benefits can be terminated, and there is no assurance that the PILOT Agreement would not be terminated following the exercise of lender remedies; PILOT Agreement terminates on 01.01.2010 or earlier termination of ground lease; For underwriting purposes, property tax-related expenses did not include PILOT benefits; Non-recourse carve-out (from SPE borrower only) obtained for losses related to non-compliance with PILOT Agreement o Hudson New Paltz Medical Centex (000000) ($150,000 springing TI impound 6,128,000): Property is subject to Payment In Lieu Of Taxes (failure PILOT) Agreement that imposes use conditions on the related mortgage property in exchange for certain tax benefits; Under certain circumstances, PILOT -related benefits can be terminated, and there is no assurance that the PILOT Agreement would not be terminated following the exercise of lender remedies; For underwriting purposes, property tax-related expenses did not include PILOT benefits; Non-recourse carve-out (from SPE borrower only) obtained for losses related to fund non-compliance with PILOT Agreement o Hudson Plank Medical Center (100000) ($0,500,000): Property is subject to Payment In Lieu Of Taxes (PILOT) Agreement that imposes use conditions on the related mortgage property in exchange for certain tax benefits; Under certain circumstances, PILOT -related benefits can be terminated, and there is no assurance that the PILOT Agreement would not be terminated following the exercise of lender remedies; PILOT Agreement terminates 12.31.2009 by its own terms; For underwriting purposes, property tax-related expenses did not include PILOT benefits; Non-recourse trigger carve-out (from SPE borrower only) obtained for losses related to guarantors), together non-compliance with 52% LTV and 1.51x DSCR mitigate related re-tenanting risks o Giant Oil - Las Ventanas (930904273)($1,600,000): Tenant (Giant Industries Arizona, Inc.) has right of first refusal (ROFR) affecting entirety of property; ROFR is not extinguished by foreclosure; Foreclosure or deed-in-lieu does not trigger ROFR, however o Rite Aid - Wellsburg, WV (410905164)($1,408,400): Tenant (Rite Aid) has Right of First Refusal (ROFR) to purchase the mortgaged property; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, howeverPILOT Agreement

Lien; Valid Assignment. o Village Square (310905166)($59,680,000): Tenant (Eastgate Theatre, Inc.) has right of first refusal (ROFR) affecting its leased parcel (Parcel 1); ROFR is not extinguished by foreclosure; Foreclosure or deed-in-lieu does not trigger ROFR, however o Brighton Court (310905167)($21,000,000): Mortgaged property is subject to Regulatory Agreement related to the State of Washington bond financing placing low-income housing related restrictions to rents attributable to 37 of 182 units; Restrictions expire in 2010; Underwritten income for the mortgaged property took such rent restrictions into consideration; Mortgaged property is currently in compliance and special regulatory endorsement to title policy obtained, however o Staybridge - San Antonio (310905142)($11,600,000): Franchisor (Dxxxx Xxxxx Inns) has Right of First Refusal (ROFR) in the event of proposed transfer; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however o Country Inn & Suites Sycamore (310905127)($3,750,000): Licensor (Country Inn & Suites By CxxxxxxXxxxxxx) has Right of First Refusal (ROFR) in the event of proposed transfer; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however o Walgreen's - West Cxxxxxx Xxxxxxx (410905120)($2,350,000): Tenant (Walgreens) has Right of First Refusal (ROFR) to purchase the mortgaged property; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however o Tanger Furniture Outlets (410904765)($1,802,000): One of two parcels comprising mortgaged property (44% of net rentable area) is encumbered by restrictive covenants restricting use to furniture, appliance and carpet showroom (current use complies with use covenant); An in-place re-tenanting impound ($7,000/month up to $250,000 cap) and $150,000 springing TI impound (failure to fund is recourse trigger to guarantors), together with 52% LTV and 1.51x DSCR mitigate related re-tenanting risks o Giant Oil - Las Ventanas (930904273)($1,600,000): Tenant (Giant Industries Arizona, Inc.) has right of first refusal (ROFR) affecting entirety of property; ROFR is not extinguished by foreclosure; Foreclosure or deed-in-lieu does not trigger ROFR, however o Rite Aid - Wellsburg, WV (410905164)($1,408,400): Tenant (Rite Aid) has Right of First Refusal (ROFR) to purchase the mortgaged property; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however

Lien; Valid Assignment. o Village Square Mattress Discounters (310905166)($59,680,000310903865) ($12,300,000): Tenant Fractional condominium; Borrower owns 2 of 4 units equal to 49.17% of the condominium regime; 80% ownership required to change condo association documents; condo association responsible only for operations and maintenance of common areas and the utility devices or lines within the condo units o Fairfield Inn & Suites - Bethlehem (Eastgate Theatre310903754) ($6,225,000): Franchisor (Marriott International, Inc.) has right of first refusal (ROFR) affecting its leased parcel (Parcel 1); ROFR is not extinguished by foreclosureto purchase entirety of mortgaged property if property transferred to defined competitors; Foreclosure or deed-in-lieu does not trigger ROFR, however o Brighton Court Baylor II (310905167)($21,000,000310904081) ($5,935,000): Mortgaged property (i) Tenant (Grapevine Surgicare) has purchase option that is subject exercisable in the event of (A) specified casualty and condemnation events, (B) expiration of current lease term on 12.01.2021 (loan ARD is 06.01.2016 and maturity is 06.01.2036); or (C) continuing landlord default; Loan is full recourse in the event option price is inadequate to Regulatory Agreement related to the State pay amounts due under loan documents, including yield maintenance charges; Purchase option price is based on fair market value minus fair market value of Washington bond financing placing low-income housing related restrictions to rents attributable to 37 of 182 unitsTenant's capital improvements; Restrictions expire in 2010; Underwritten income for the mortgaged property took such rent restrictions into consideration; Mortgaged property is currently in compliance and special regulatory endorsement to title policy obtainedalso, however o Staybridge - San Antonio (310905142)($11,600,000): Franchisor ii) Tenant (Dxxxx InnsGrapevine Surgicare) has Right of First Refusal (ROFR) in the event of proposed transfer; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however o Country Inn & Suites Sycamore (310905127)($3,750,000): Licensor (Country Inn & Suites By Cxxxxxx) has Right of First Refusal (ROFR) in the event of proposed transfer; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however o Walgreen's - West Cxxxxxx (410905120)($2,350,000): Tenant (Walgreens) has Right of First Refusal (ROFR) to purchase the mortgaged property; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however o Tanger Furniture Outlets (410904765)($1,802,000): One of two parcels comprising mortgaged property (44% of net rentable area) is encumbered by restrictive covenants restricting use to furniture, appliance and carpet showroom (current use complies with use covenant); An in-place re-tenanting impound ($7,000/month up to $250,000 cap) and $150,000 springing TI impound (failure to fund is recourse trigger to guarantors), together with 52% LTV and 1.51x DSCR mitigate related re-tenanting risks o Giant Oil - Las Ventanas (930904273)($1,600,000): Tenant (Giant Industries Arizona, Inc.) has right of first refusal (ROFR) affecting respecting entirety of mortgaged property; ROFR is not extinguished by foreclosure; Foreclosure or deed-in-lieu does not trigger ROFR, however o Rite Aid - Wellsburg, WV Rialto Square Shopping Center (410905164)($1,408,400310903905) ($5,500,000): Tenant (Rite AidXxxxxxxx Market) has Right right of First Refusal first refusal (ROFR) to purchase the entirety of mortgaged property; ROFR is not extinguished by foreclosure; Foreclosure/Foreclosure or deed-in-lieu does not trigger ROFR o Rite Aid - Hercules (410903897) ($4,000,000): Tenant (Rite-Aid) has right of first refusal (ROFR) to purchase entirety of mortgaged property; ROFR is not extinguished by foreclosure; Foreclosure or deed-in-lieu does not trigger ROFR, however o South Pointe Crossing (410904122) ($3,940,000): Ground lessor has Right of First Refusal (ROFR) that can only be exercised after the defeasance lockout period and upon defeasance of the loan; ROFR is not extinguished by foreclosure; Foreclosure or deed-in-lieu does not trigger ROFR, however

Lien; Valid Assignment. o Village Square Riverdale Crossing (310905166)($59,680,000310903027)($33,200,000): One tenant at mortgaged property (Wal-Mart) has right to elect expansion, which is not limited in size, and another tenant at mortgaged property (Cub Foods) has right to approve a Wal-Mart expansion that exceeds approximately 29,000 square feet; If a Wal-Mart expansion triggers Cub Food's approval rights and is not approved, such expansion, if pursued, would afford Cub Foods various remedies, including lease termination or other legal or equitable relief; Loan becomes fully recourse if Borrower does not perform Wal-Mart expansion; Also, Borrower and warm body carve-out guarantors (Xxxxxx Xxxxxx and Xxxx Xxxxxxx, who have combined stated net worth of $28.5 million) are liable for losses resulting from Cub Food's exercise of any such remedy; Further, other circumstances suggest a diminished likelihood of Wal-Mart's exercising its expansion option: the available expansion area can only accommodate an increase of 29,000 square feet to the current 114,000 square foot leased area, while accommodating a "Super Wal-Mart" -type store (typically a 175,000 square foot template) would require an additional 61,000 square feet o Huntington Park Retail (310903231)($15,760,000): Tenant (Eastgate Theatre, Inc.In-N-Out Burger) has right 30-day Right of first refusal First Negotiation (ROFRROFN) affecting to purchase its leased parcel (Parcel 1)premises or any part of the mortgaged property if such property is on the market; ROFR ROFN is not extinguished by foreclosure; Foreclosure or deed-in-lieu does not trigger ROFRconstitute ROFN trigger, however o Brighton Court Sunrise Lake Village (310905167)($21,000,000310902818)($12,850,000)(A/B): Mortgaged property $800,000 B Note payable to CBA Mezzanine Capital Finance, LLC: B Note and right of holder of B Note to receive payments is subject junior and subordinate to Regulatory Agreement related to the State A Note and rights of Washington bond financing placing lowholder of A Note; A and B Notes are cross-income housing related restrictions to rents attributable to 37 of 182 units; Restrictions expire in 2010; Underwritten income for the mortgaged property took such rent restrictions into consideration; Mortgaged property is currently in compliance and special regulatory endorsement to title policy obtained, however defaulted o Staybridge - San Antonio Flamingo Buffalo Center Las Vegas (310905142)($11,600,000310903360)($11,400,000): Franchisor Out-parcel tenant (Dxxxx InnsMcDonalds) has Right right of First Refusal first refusal (ROFR) in the event to purchase its out-parcel only (not entirety of proposed transfermortgaged property); ROFR is not extinguished by foreclosure; Foreclosure/Neither foreclosure nor deed-in-lieu does not trigger ROFRlieu, nor any other transfer of entirety of mortgaged property, constitutes ROFR trigger, however o Country Hilton Garden Inn & Suites Sycamore Overland Park (310905127)($3,750,000310903491)($9,750,000): Licensor (Country Inn & Suites By Cxxxxxx) has Franchise License Agreement contains Right of First Refusal Offer in favor of Hilton Inn to Purchase the related property (ROFRas well as ownership interest in Borrower if transferred); Lender's acquisition of property (by foreclosure or otherwise) in the event of proposed transfer; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFRconstitute ROFO trigger, however o Walgreen's - West Cxxxxxx Eastern Shopping Center (410905120)($2,350,000310903346)($9,370,000): Tenant (WalgreensCash Wise Foods) has Right right of First Refusal first refusal (ROFR) to purchase the entirety of mortgaged property; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu Lender's initial acquisition of property (by foreclosure or otherwise) does not trigger ROFR, however o Tanger Furniture Outlets (410904765)($1,802,000): One of two parcels comprising mortgaged property (44% of net rentable area) is encumbered by restrictive covenants restricting use to furniture, appliance and carpet showroom (current use complies with use covenant); An in-place re-tenanting impound ($7,000/month up to $250,000 cap) and $150,000 springing TI impound (failure to fund is recourse trigger to guarantors), together with 52% LTV and 1.51x DSCR mitigate related re-tenanting risks o Giant Oil - Las Ventanas (930904273)($1,600,000): Tenant (Giant Industries Arizona, Inc.) has right of first refusal (ROFR) affecting entirety of property; constitute ROFR is not extinguished by foreclosure; Foreclosure or deed-in-lieu does not trigger ROFR, however o Rite Aid - Wellsburg, WV (410905164)($1,408,400): Tenant (Rite Aid) has Right of First Refusal (ROFR) to purchase the mortgaged property; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFRtrigger, however

Lien; Valid Assignment. o Village Square Apple Bldg - Cupertino (310905166)($59,680,00031O905538)($6,O00,OOO): Tenant (Eastgate TheatreApple Xxxxxxxx, Inc.Xxx.) has right of xxx xxxxx xx first refusal (ROFR) affecting its leased parcel (Parcel 1)to purchase entirety of property; ROFR is Foreclosure does not extinguished by foreclosureextinguish ROFR; Foreclosure or deed-in-lieu does not trigger ROFR, however o Brighton Court 3190 Corporate Place (310905167)($21,000,00041O9O6370){$3,825,000): Mortgaged Tenant (Columbus Xxxxxxxxuring, Inc.) has purchase option to purchase unimproved portion of property is (approx 1.77 acres); if exercised, loan documents permit partial release subject to Regulatory Agreement related certain conditions, including payment of $357,50 (based on 110% of allocated loan amount), and payment of applicable prepayment charges; Foreclosure does not extinguish purchase option o 4343 Wisconsin Ave. (620906241 )(S3,700,000): (i) Developer (Xxxxxxx Growth Development Corporation) has conditional option to the State of Washington bond financing placing low-income housing related restrictions to rents attributable to 37 of 182 units; Restrictions expire in 2010; Underwritten income for the purchase mortgaged property took at fair market value that is triggered by breach of certain use covenants; Loan documents require continuation of current uses (such rent restrictions into considerationextension would not trigger purchase option); Mortgaged property Current appraised value is currently in compliance $5,140,000, and special regulatory endorsement to title policy obtainedLTV is 72%; Foreclosure does not extinguish option; Foreclosure or deed-in-lieu does not trigger option, however o Staybridge - San Antonio (310905142)($11,600,000): Franchisor subject to compliance with use covenants); also, (Dxxxx Innsii) Developer (General Growth Development Corporation) has Right right of First Refusal first refusal (ROFR) in the event to purchase entirety of proposed transferproperty if borrower elects to sell; ROFR is Foreclosure does not extinguished by foreclosureextinguish ROFR; Foreclosure/Foreclosure or deed-in-lieu does not trigger ROFR, however however, since neither would be characterised as elective sale for such purposes; LENDER'S title policy includes affirmative coverage with respect to ROFR-related losses o Country Inn & Suites Sycamore Walgreens - Denton (310905127)($3,750,000): Licensor (Country Inn & Suites By Cxxxxxx) has Right of First Refusal (ROFR) in the event of proposed transfer; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however o Walgreen's - West Cxxxxxx (410905120)($2,350,000410906238){$3,000,000): Tenant (Walgreens) has Right of First Refusal (ROFR) to purchase the mortgaged property; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however o Tanger Furniture Outlets (410904765)($1,802,000): One of two parcels comprising mortgaged property (44% of net rentable area) is encumbered by restrictive covenants restricting use to furniture, appliance and carpet showroom (current use complies with use covenant); An in-place re-tenanting impound ($7,000/month up to $250,000 cap) and $150,000 springing TI impound (failure to fund is recourse trigger to guarantors), together with 52% LTV and 1.51x DSCR mitigate related re-tenanting risks o Giant Oil - Las Ventanas (930904273)($1,600,000): Tenant (Giant Industries Arizona, Inc.) has right xxx xxght of first refusal (ROFR) affecting to purchase entirety of property; ROFR is Foreclosure does not extinguished by foreclosureextinguish ROFR; Foreclosure or deed-in-lieu does not trigger ROFR, however o Rite Aid Schedule B List of Mortgagors that are Third-Party Beneficiaries Under Section 5.5 None Schedule C List of Mortgage Loans Subject to Secured Creditor Impaired Property Policies ---------------------------------------------------------------------------------------------------------------------- MORTGAGE LOAN NUMBER LOAN NO. PROPERTY NAME CUT-OFF DATE BALANCE ENVIRONMENTAL INSURANCE ---------------------------------------------------------------------------------------------------------------------- 410906348 171 Red Self Storage $4,725,000.00 Yes - Wellsburg, WV (410905164)($1,408,400): Tenant (Rite Aid) has Right of First Refusal (ROFR) to purchase the mortgaged property; ROFR is not extinguished by foreclosure; Foreclosure/deedGroup 410906110 179 3846-in-lieu does not trigger ROFR, however3896 5th Ave $4,495,310.63 Xxx - Xxxxx 000905961 192 North Pima Shopping Center $3,992,404.43 Yes - Group 410906004 198 Pilot Professional Building $3,788,767.64 Yes - Group 620906355 200 Randall Self Storage $3,700,000.00 Xxx - Group 620906241 201 4343 Wisconsin Avenue $3,696,144.29 Yes - Group 410905992 205 Best Buy - Cedar Rapids $3,496,296.99 Yes - Group 410903870 207 C & M Mini Warehouse $3,300,000.00 Yes - Group 410906329 210 Highland Apartments $3,000,000.00 Yes - Group 620906399 213 Saratoga Courtyards $2,996,903.30 Yes - Group 410906238 215 Walgreens - Denton $2,996,825.99 Xxx - Xxxxx 000006042 216 Woodview Village Apartments $2,994,214.80 Yes - Group 410905977 237 Walgreens Mountain Iron $2,432,500.81 Yes - Group 410905947 240 Pinebrook Estates $2,393,125.84 Xxx - Xxxxx 000906231 241 80 & 100 North Lake $2,347,629.07 Yes - Group EXHIBIT 3 BILL OF SALE

Lien; Valid Assignment. o Village Square DRA Office Colonial Portfolio (310905166)($59,680,000Note A-3) (510906939) ($247,302,419): Tenant (Eastgate Theatrei) $756,000,000 senior loan to borrower is secured on a pari passu basis by various notes (A-1 Note in amount of $247,302,418.67; A-2 Note in amount of $247,302,418.67; and A-3 Note in amount of $247,302,418.66); Xxxxx Fargo is contributing A-3 Note to BSCMSI 2007-PWR18 Trust; The loan is serviced pursuant to the Pooling and Servicing Agreement for the MLMT 2007-C-1; also, Inc.(ii) With respect to one of constituent properties (Peachtree Street - allocated loan amount of $15,561,000) the borrower's interest is comprised of a condominium interest for approximately 92% of the related units; The condominium association owns an adjacent parking garage that services constituent property but the parking garage is neither a current common element of the condominium regime nor collateral for the subject loan; The holder of the mortgage lien on the parking garage has agreed, however, that it will not take any enforcement action while the subject loan is outstanding and its lien will be extinguished in the event of a foreclosure of the subject loan; also, (iii) Out parcel tenant (Xxxx'x Xxxxx ) at CC at Town Park property (allocated loan amount of $23,265,602) has right of first refusal (ROFR) affecting to purchase its leased parcel property and a small portion of adjacent land; Foreclosure does not extinguish ROFR; Loan documents provide for release of Xxxx'x Xxxxx ROFR-related property subject to certain conditions, including payment of release price to lender; also (Parcel 1)iv) Condominium association and other condominium unit owners at Peachtree Street property (allocated loan amount of $15,561,000) have ROFR to purchase space in the building; Foreclosure does not extinguish ROFR; Foreclosure or deed-in-lieu does not trigger ROFR, however o Fairmont Square San Leandro (310907370)($11,800,000): Tenant (United States Bank National Association) has right of first refusal (ROFR) to purchase portion of mortgaged property comprising its leased premises; ROFR is not extinguished by foreclosure; ROFR limited to a 0.69 acre outparcel portion of the 5.35 acre constituent mortgaged property (related tenant represents 5.9% of the economic rent) o 1360 & 0000 00xx Xxxx Xxxxx (410907161)($4,175,000): Tenant (Pediatric Dental Initiative, Inc.) has right of first offer (ROFO) to purchase entirety of mortgaged property; ROFO is not extinguished by foreclosure; Foreclosure or deed-in-lieu does not trigger ROFRROFO, however o Brighton Court VDC Medical Office (310905167)($21,000,000410907270)($4,125,000): Mortgaged property is subject to Regulatory Agreement related to the State of Washington bond financing placing low-income housing related restrictions to rents attributable to 37 of 182 units; Restrictions expire in 2010; Underwritten income for the mortgaged property took such rent restrictions into consideration; Mortgaged property is currently in compliance and special regulatory endorsement to title policy obtained, however o Staybridge - San Antonio Tenant (310905142)($11,600,000): Franchisor (Dxxxx InnsVDC) has Right a right of First Refusal first offer (ROFRROFO) in the event to purchase entirety of proposed transfermortgaged property; ROFR ROFO is not extinguished by foreclosure; Foreclosure/Foreclosure or deed-in-lieu does not trigger ROFRROFO, however o Country Inn & Suites Sycamore Walgreens - McFarland, WI (310905127)($3,750,000): Licensor (Country Inn & Suites By Cxxxxxx) has Right of First Refusal (ROFR) in the event of proposed transfer; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however o Walgreen's - West Cxxxxxx (410905120)($2,350,000410906029)($3,370,000): Tenant (WalgreensWalgreen's) has Right of First Refusal (ROFR) to purchase the mortgaged property; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however o Tanger Furniture Outlets (410904765)($1,802,000): One of two parcels comprising mortgaged property (44% of net rentable area) is encumbered by restrictive covenants restricting use to furniture, appliance and carpet showroom (current use complies with use covenant); An in-place re-tenanting impound ($7,000/month up to $250,000 cap) and $150,000 springing TI impound (failure to fund is recourse trigger to guarantors), together with 52% LTV and 1.51x DSCR mitigate related re-tenanting risks o Giant Oil - Las Ventanas (930904273)($1,600,000): Tenant (Giant Industries Arizona, Inc.) has a right of first refusal (ROFR) affecting to purchase entirety of mortgaged property; ROFR is not extinguished by foreclosure; Foreclosure or deed-in-lieu does not trigger ROFR, however o Rite Aid - Wellsburg, WV Practical Pig SS (410905164)($1,408,400410906420)($2,240,000): Tenant (Rite Aid) St. Xxx Paper Company has Right right of First Refusal first refusal (ROFR) to purchase a portion of the easement property; Foreclosure or deed-in-lieu does not trigger ROFR, however o Walgreens - Milwaukee (410907173)($1,075,000): Tenant (Walgreen's) has a right of first refusal (ROFR) to purchase entirety of mortgaged property; ROFR is not extinguished by foreclosure; Foreclosure/Foreclosure or deed-in-lieu does not trigger ROFR, however

Lien; Valid Assignment. o Village Square Healthsouth Rehabilitation Center (310905166)($59,680,000113495) ($9,900,000): (i) Tenant (Eastgate Theatre, Inc.HealthSouth) has purchase option affecting entirety of property effective 10.31.2017 with 12 months notice (loan matures (11.01.2017) based on fair market value; (ii) Tenant (HealthSouth) has right of first refusal offer (ROFR) affecting its leased parcel (Parcel 1ROFO); ROFR ROFO affects entire property, ROFO is not extinguished by foreclosure; Foreclosure or deed-in-lieu does not trigger ROFRROFO, however o Brighton Court Hudson Slingerlands Crossing XX (310905167)($21,000,000000000) ($8,080,000): Mortgaged property Property is subject to Regulatory Payment In Lieu Of Taxes (PILOT) Agreement that imposes use conditions on the related mortgage property in exchange for certain tax benefits; Under certain circumstances, PILOT -related benefits can be terminated, and there is no assurance that the PILOT Agreement would not be terminated following the exercise of lender remedies; PILOT Agreement terminates on 12.31.2016 or earlier termination of ground lease; For underwriting purposes, property tax-related expenses did not include PILOT benefits; Non-recourse carve-out (from SPE borrower only) obtained for losses related to the State of Washington bond financing placing lownon-income housing related restrictions to rents attributable to 37 of 182 units; Restrictions expire in 2010; Underwritten income for the mortgaged property took such rent restrictions into consideration; Mortgaged property is currently in compliance and special regulatory endorsement to title policy obtained, however with PILOT Agreement o Staybridge - San Antonio Hudson Benedictine Cancer Cenxxx (310905142)($11,600,000): Franchisor (Dxxxx Inns000000) has Right of First Refusal (ROFR) in the event of proposed transfer; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however o Country Inn & Suites Sycamore (310905127)($3,750,000): Licensor (Country Inn & Suites By Cxxxxxx) has Right of First Refusal (ROFR) in the event of proposed transfer; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however o Walgreen's - West Cxxxxxx (410905120)($2,350,000): Tenant (Walgreens) has Right of First Refusal (ROFR) to purchase the mortgaged property; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however o Tanger Furniture Outlets (410904765)($1,802,000): One of two parcels comprising mortgaged property (44% of net rentable area) is encumbered by restrictive covenants restricting use to furniture, appliance and carpet showroom (current use complies with use covenant); An in-place re-tenanting impound ($7,000/month up 7,076,100): Property is subject to Payment In Lieu Of Taxes (PILOT) Agreement that imposes use conditions on the related mortgage property in exchange for certain tax benefits; Under certain circumstances, PILOT -related benefits can be terminated, and there is no assurance that the PILOT Agreement would not be terminated following the exercise of lender remedies; For underwriting purposes, property tax-related expenses did not include PILOT benefits; Non-recourse carve-out (from SPE borrower only) obtained for losses related to non-compliance with PILOT Agreement o Hudson Slingerlands Crossing X (000000) ($250,000 cap6,940,000): Property is subject to Payment In Lieu Of Taxes (PILOT) Agreement that imposes use conditions on the related mortgage property in exchange for certain tax benefits; Under certain circumstances, PILOT -related benefits can be terminated, and there is no assurance that the PILOT Agreement would not be terminated following the exercise of lender remedies; PILOT Agreement terminates on 01.01.2010 or earlier termination of ground lease; For underwriting purposes, property tax-related expenses did not include PILOT benefits; Non-recourse carve-out (from SPE borrower only) obtained for losses related to non-compliance with PILOT Agreement o Hudson New Paltz Medical Centxx (000000) ($150,000 springing TI impound 6,128,000): Property is subject to Payment In Lieu Of Taxes (failure PILOT) Agreement that imposes use conditions on the related mortgage property in exchange for certain tax benefits; Under certain circumstances, PILOT -related benefits can be terminated, and there is no assurance that the PILOT Agreement would not be terminated following the exercise of lender remedies; For underwriting purposes, property tax-related expenses did not include PILOT benefits; Non-recourse carve-out (from SPE borrower only) obtained for losses related to fund non-compliance with PILOT Agreement o Hudson Plank Medical Center (000000) ($0,000,000): Property is subject to Payment In Lieu Of Taxes (PILOT) Agreement that imposes use conditions on the related mortgage property in exchange for certain tax benefits; Under certain circumstances, PILOT -related benefits can be terminated, and there is no assurance that the PILOT Agreement would not be terminated following the exercise of lender remedies; PILOT Agreement terminates 12.31.2009 by its own terms; For underwriting purposes, property tax-related expenses did not include PILOT benefits; Non-recourse trigger carve-out (from SPE borrower only) obtained for losses related to guarantors), together non-compliance with 52% LTV and 1.51x DSCR mitigate related re-tenanting risks o Giant Oil - Las Ventanas (930904273)($1,600,000): Tenant (Giant Industries Arizona, Inc.) has right of first refusal (ROFR) affecting entirety of property; ROFR is not extinguished by foreclosure; Foreclosure or deed-in-lieu does not trigger ROFR, however o Rite Aid - Wellsburg, WV (410905164)($1,408,400): Tenant (Rite Aid) has Right of First Refusal (ROFR) to purchase the mortgaged property; ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, howeverPILOT Agreement