Filed Pursuant to Rule 424(b)(5)
                                             Registration File No.: 333-108801

The information in this prospectus supplement is not complete and may be
changed. We may not sell these securities, nor will we accept offers to buy
these securities, prior to the time a final prospectus supplement is delivered.
This prospectus supplement is not an offer to sell these securities, and it is
not soliciting an offer to buy these securities, in any state where the offer
or sale is not permitted.

                 SUBJECT TO COMPLETION, DATED JANUARY 12, 2005
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JANUARY 12, 2005)


                         $3,361,571,000 (APPROXIMATE)
                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.
                                 AS DEPOSITOR

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
                         GOLDMAN SACHS MORTGAGE COMPANY
                        COMMERZBANK AG, NEW YORK BRANCH
                           AS MORTGAGE LOAN SELLERS

                      COMMERCIAL MORTGAGE TRUST 2005-GG3
                                   AS ISSUER


         COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-GG3
  CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-6, CLASS A-J,
                      CLASS B, CLASS C, CLASS D AND CLASS E

     We, Greenwich Capital Commercial Funding Corp., have prepared this
prospectus supplement in order to offer the classes of commercial mortgage
pass-through certificates identified above. These certificates are the only
securities offered by this prospectus supplement. This prospectus supplement
specifically relates to, and is accompanied by, our prospectus dated January
12, 2005. We will not list the offered certificates on any national securities
exchange or any automated quotation system of any registered securities
associations, such as NASDAQ.

     The offered certificates will represent interests only in the trust
identified above. They will not represent interests in or obligations of any
other party. None of the offered certificates or the mortgage loans are insured
or guaranteed by any governmental agency or instrumentality or by any private
mortgage insurer or by the depositor, the underwriters, any mortgage loan
seller, or any other party. The assets of the trust will include a pool of
multifamily and commercial mortgage loans. The initial balance of the mortgage
loans that we expect to transfer to the trust will be approximately
$3,604,902,433.

     Each class of offered certificates will receive, to the extent of
available funds, monthly distributions of interest, principal or both,
commencing in March 2005. The table on page S-5 of this prospectus supplement
contains a list of the classes of offered certificates and states the principal
balance, initial interest rate, interest rate description, and other select
characteristics of each class. That same table on page S-5 of this prospectus
supplement also contains a list of the non-offered classes of the series
2005-GG3 certificates.

     YOU SHOULD FULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE S-34 IN THIS
PROSPECTUS SUPPLEMENT AND ON PAGE 11 IN THE ACCOMPANYING PROSPECTUS PRIOR TO
INVESTING IN THE OFFERED CERTIFICATES.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.

     Goldman, Sachs & Co., Greenwich Capital Markets, Inc., Banc of America
Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse First Boston LLC,
Wachovia Capital Markets, LLC are the underwriters for this offering. They will
purchase their respective allocations of the offered certificates from us,
subject to the satisfaction of specified conditions. Our proceeds from the sale
of the offered certificates will equal approximately  % of the total initial
principal balance of the offered certificates, plus accrued interest, before
deducting expenses payable by us. The underwriters currently intend to sell the
offered certificates at varying prices to be determined at the time of sale.
See "Method of Distribution" in this prospectus supplement.

     With respect to this offering, Goldman, Sachs & Co. and Greenwich Capital
Markets, Inc. are acting as co-lead bookrunning managers and Banc of America
Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse First Boston LLC,
Wachovia Capital Markets, LLC are acting as co-managers.


GOLDMAN, SACHS & CO.                                [RBS GREENWICH CAPITAL LOGO]

BANC OF AMERICA SECURITIES LLC                          BEAR, STEARNS & CO. INC.
CREDIT SUISSE FIRST BOSTON                                   WACHOVIA SECURITIES

           The date of this prospectus supplement is January   , 2005.



                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.

         Commercial Mortgage Pass-Through Certificates, Series 2005-GG3
                      Geographic Overview of Mortgage Pool

                                 [MAP OMITTED]

IDAHO                                KANSAS                       MISSOURI
1 property                           1 property                   3 properties
$2,682,157                           $33,150,000                  $59,147,689
0.1% of total                        0.9% of total                1.6% of total

ILLINOIS                             MINNESOTA                    WISCONSIN
7 properties                         2 properties                 1 property
$82,812,257                          $35,085,737                  $1,850,000
2.3% of total                        1.0% of total                0.1% of total

INDIANA                              MICHIGAN                     OHIO
3 properties                         3 properties                 2 properties
$14,985,091                          $25,903,827                  $13,588,660
0.4% of total                        0.7% of total                0.4% of total

PENNSYLVANIA                         NEW YORK                     VERMONT
4 properties                         7 properties                 1 property
$118,464,672                         $582,750,000                 $5,600,000
3.3% of total                        16.2% of total               0.2% of total

MASSACHUSETTS                        CONNECTICUT                  NEW JERSEY
1 property                           4 properties                 2 properties
$13,689,093                          $52,215,329                  $44,200,000
0.4% of total                        1.4% of total                1.2% of total

DISTRICT OF COLUMBIA                 MARYLAND                     VIRGINIA
1 property                           1 property                   4 properties
$28,000,000                          $65,000,000                  $29,475,000
0.8% total                           1.8% of total                0.8% of total

NORTH CAROLINA                       SOUTH CAROLINA               GEORGIA
6 properties                         2 properties                 9 properties
$83,962,186                          $15,780,000                  $117,435,724
2.3% of total                        0.4% of total                3.3% of total

FLORIDA                              ALABAMA                      TENNESSEE
7 properties                         6 properties                 5 properties
$48,127,381                          $54,138,564                  $67,556,707
1.3% of total                        1.5% of total                1.9% of total

KENTUCKY                             LOUISIANA                    TEXAS
4 properties                         1 property                   11 properties
$167,213,425                         $2,495,174                   $586,634,017
4.6% of total                        0.1% of total                16.3% of total

OKLAHOMA                             NEW MEXICO                   COLORADO
1 property                           1 property                   6 properties
$3,988,651                           $23,694,569                  $41,516,001
0.1% of total                        0.7% of total                1.2% of total

ARIZONA                              CALIFORNIA                   NEVADA
5 properties                         29 properties                12 properties
$172,762,258                         $439,615,452                 $313,900,453
4.8% of total                        12.2% of total               8.7% of total

                                     WASHINGTON                   HAWAII
                                     3 properties                 3 properties
                                     $30,082,358                  $227,400,000
                                     0.8% of total                6.3% of total

                                            ------------------------------------
                                            <1.0% of Cut-Off Date Balance
                                            1.0% - 5.0% of Cut-Off Date Balance
                                            5.1% - 10.0% of Cut-Off Date Balance
                                            >10.0% of Cut-Off Date Balance
                                            ------------------------------------





NORTH STAR MALL                                               San Antonio, Texas
[PHOTO OMITTED]                                                  [PHOTO OMITTED]






GRAND CANAL SHOPPES AT THE VENETIAN                            Las Vegas, Nevada
[PHOTO OMITTED]                                                  [PHOTO OMITTED]






1440 BROADWAY           New York, New York       THE CRESCENT      Dallas, Texas
[PHOTO OMITTED]                                  [PHOTO OMITTED]






498 SEVENTH AVENUE   New York, New York  MALL ST. MATTHEWS  Louisville, Kentucky
[PHOTO OMITTED]                          [PHOTO OMITTED]





                                         WESTIN KIERLAND        Phoenix, Arizona
                                         [PHOTO OMITTED]





                                         WAIKIKI GALLERIA       Honolulu, Hawaii
                                         [PHOTO OMITTED]





SHOPS AT WAILEA        Wailea, Hawaii
[PHOTO OMITTED]







                                TABLE OF CONTENTS



IMPORTANT NOTICE................................................................................................S-4
NOTICE TO RESIDENTS OF THE UNITED KINGDOM.......................................................................S-4
SUMMARY OF PROSPECTUS SUPPLEMENT................................................................................S-5
INTRODUCTION TO THE TRANSACTION.................................................................................S-5
RISK FACTORS...................................................................................................S-34
     Risks Related to the Offered Certificates.................................................................S-34
     Risks Related to the Underlying Mortgage Loans............................................................S-36
     Conflicts of Interest.....................................................................................S-54
CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT...........................................................S-56
FORWARD-LOOKING STATEMENTS.....................................................................................S-56
DESCRIPTION OF THE MORTGAGE POOL...............................................................................S-57
     General...................................................................................................S-57
     Multi-Property Mortgage Loans and Mortgage Loans with Affiliated Borrowers................................S-58
     Terms and Conditions of the Trust Mortgage Loans..........................................................S-59
     Mortgage Pool Characteristics.............................................................................S-65
     Split Loan Structure......................................................................................S-65
     Significant Underlying Mortgage Loans.....................................................................S-69
     Additional Loan and Property Information..................................................................S-69
     Assessments of Property Condition.........................................................................S-74
     Assignment of the Underlying Mortgage Loans...............................................................S-76
     Representations and Warranties............................................................................S-78
     Cures and Repurchases.....................................................................................S-79
     The Mortgage Loan Sellers and Originators.................................................................S-80
     Changes In Mortgage Pool Characteristics..................................................................S-81
SERVICING UNDER THE POOLING AND SERVICING AGREEMENT............................................................S-82
     General...................................................................................................S-82
     The Initial Master Servicer, the Initial Special Servicer and the Initial Primary Servicer................S-83
     Servicing of the Non-Serviced Loan Groups.................................................................S-84
     Servicing and Other Compensation and Payment of Expenses..................................................S-86
     The Directing Holders.....................................................................................S-92
     Replacement of the Special Servicer.......................................................................S-96
     Enforcement of Due-on-Sale and Due-on-Encumbrance Provisions..............................................S-97
     Modifications, Waivers, Amendments and Consents...........................................................S-98
     Required Appraisals......................................................................................S-100
     Custodial Account........................................................................................S-101
     Maintenance of Insurance.................................................................................S-103
     Fair Value Option........................................................................................S-105
     Realization Upon Defaulted Mortgage Loans................................................................S-106
     REO Properties...........................................................................................S-108
     Inspections; Collection of Operating Information.........................................................S-109
     Evidence as to Compliance................................................................................S-110
     Events of Default........................................................................................S-111
     Rights Upon Event of Default.............................................................................S-112
DESCRIPTION OF THE OFFERED CERTIFICATES.......................................................................S-113
     General..................................................................................................S-113
     Registration and Denominations...........................................................................S-114
     Distribution Account.....................................................................................S-115
     Interest Reserve Account.................................................................................S-116
     Payments.................................................................................................S-117
     Treatment of REO Properties..............................................................................S-123
     Reductions of Certificate Principal Balances in Connection With Realized Losses and Additional Trust
       Fund Expenses .........................................................................................S-123
     Advances of Delinquent Monthly Debt Service Payments.....................................................S-126

                                      S-2


     Reimbursement of Advances................................................................................S-127
     Reports to Certificateholders; Available Information.....................................................S-129
     Voting Rights............................................................................................S-132
     Termination..............................................................................................S-132
     The Trustee..............................................................................................S-133
     The Fiscal Agent.........................................................................................S-134
YIELD AND MATURITY CONSIDERATIONS.............................................................................S-134
     Yield Considerations.....................................................................................S-134
     Weighted Average Lives...................................................................................S-137
USE OF PROCEEDS...............................................................................................S-138
CERTAIN LEGAL ASPECTS.........................................................................................S-139
     Election of Remedies.....................................................................................S-139
FEDERAL INCOME TAX CONSEQUENCES...............................................................................S-139
     General..................................................................................................S-139
     Discount and Premium; Prepayment Consideration...........................................................S-140
     Characterization of Investments in Offered Certificates..................................................S-141
CERTAIN ERISA CONSIDERATIONS..................................................................................S-142
LEGAL INVESTMENT..............................................................................................S-145
METHOD OF DISTRIBUTION........................................................................................S-145
LEGAL MATTERS.................................................................................................S-147
RATINGS.......................................................................................................S-147
GLOSSARY......................................................................................................S-149

ANNEX A--CERTAIN CHARACTERISTICS OF THE UNDERLYING MORTGAGE LOANS...............................................A-1
ANNEX B--STRUCTURAL AND COLLATERAL TERM SHEET...................................................................B-1
ANNEX C--MORTGAGE POOL CHARACTERISTICS..........................................................................C-1
ANNEX D--DECREMENT TABLES.......................................................................................D-1
ANNEX E--FORM OF PAYMENT DATE STATEMENT.........................................................................E-1
ANNEX F--TERMS OF THE CLASS XP CERTIFICATES.....................................................................F-1
ANNEX G--GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES..........................................G-1


                                      S-3


                                IMPORTANT NOTICE

     Information about the offered certificates is contained in two separate
documents:

     o  this prospectus supplement, which describes the specific terms of the
        offered certificates; and

     o  the accompanying prospectus, which provides general information, some of
        which may not apply to the offered certificates.

     You should read both this prospectus supplement and the accompanying
prospectus in full to obtain material information concerning the offered
certificates.

     In addition, we have filed with the Securities and Exchange Commission a
registration statement under the Securities Act of 1933, as amended, with
respect to the offered certificates. This prospectus supplement and the
accompanying prospectus form a part of that registration statement. However,
this prospectus supplement and the accompanying prospectus do not contain all of
the information contained in our registration statement. For further information
regarding the documents referred to in this prospectus supplement and the
accompanying prospectus, you should refer to our registration statement and the
exhibits to it. Our registration statement and the exhibits to it can be
inspected and copied at prescribed rates at the public reference facilities
maintained by the SEC at its public reference section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of these materials can also be obtained
electronically through the SEC's internet website (http://www.sec.gov).

     You should only rely on the information contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus and our
registration statement. We have not authorized any person to give any other
information or to make any representation that is different from the information
contained in this prospectus supplement, the accompanying prospectus or our
registration statement.

                    NOTICE TO RESIDENTS OF THE UNITED KINGDOM

     The trust fund described in this prospectus supplement is a collective
investment scheme as defined in the Financial Services and Markets Act 2000
("FSMA") of the United Kingdom. It has not been authorized, or otherwise
recognized or approved by the United Kingdom's Financial Services Authority and,
as an unregulated collective investment scheme, accordingly cannot be marketed
in the United Kingdom to the general public.

     The distribution of this prospectus supplement (A) if made by a person who
is not an authorized person under the FSMA, is being made only to, or directed
only at persons who (1) are outside the United Kingdom, or (2) have professional
experience in matters relating to investments, or (3) are persons falling within
Article 49(2)(a) through (d) ("high net worth companies, unincorporated
associations, etc.") of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2001 (all such persons together being referred to as "FPO
PERSONS"), and (B) if made by a person who is an authorized person under the
FSMA, is being made only to, or directed only at, persons who (1) are outside
the United Kingdom, or (2) have professional experience in participating in
unregulated collective investment schemes, or (3) are persons falling within
Article 22(2)(a) through (d) ("high net worth companies, unincorporated
associations, etc.") of the Financial Services and Markets Act 2000 (Promotion
of Collective Investment Schemes) (Exemptions) Order 2001 (all such persons
together being referred to as "PCIS PERSONS" and together with the FPO Persons,
the "RELEVANT PERSONS"). This prospectus supplement must not be acted on or
relied on by persons who are not Relevant Persons. Any investment or investment
activity to which this prospectus supplement relates, including the offered
certificates, is available only to Relevant Persons and will be engaged in only
with Relevant Persons.

     Potential investors in the United Kingdom are advised that all, or most, of
the protections afforded by the United Kingdom regulatory system will not apply
to an investment in the trust fund and that compensation will not be available
under the United Kingdom Financial Services Compensation Scheme.

                                      S-4


--------------------------------------------------------------------------------

                        SUMMARY OF PROSPECTUS SUPPLEMENT

     This summary contains selected information regarding the offering being
made by this prospectus supplement. It does not contain all of the information
you need to consider in making your investment decision. To understand all of
the terms of the offering of the offered certificates, you should read carefully
this prospectus supplement and the accompanying prospectus in full.

                         INTRODUCTION TO THE TRANSACTION

     The offered certificates will be part of a series of commercial mortgage
pass-through certificates designated as the Series 2005-GG3 Commercial Mortgage
Pass-Through Certificates, which consist of multiple classes and are referred to
herein as the series 2005-GG3 certificates. The table below identifies the
respective classes of that series, specifies various characteristics of each of
those classes and indicates which of those classes are offered by this
prospectus supplement and which are not.

          SERIES 2005-GG3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES



                                 APPROX.    APPROX. %
                                   %          TOTAL                       APPROX.      APPROX.
             APPROXIMATE       OF INITIAL    CREDIT                       INITIAL     WEIGHTED
         PRINCIPAL BALANCE OR   MORTGAGE   SUPPORT AT    PASS-THROUGH      PASS-      AVERAGE
          NOTIONAL AMOUNT AT      POOL      INITIAL         RATE          THROUGH      LIFE      PRINCIPAL
CLASS      INITIAL ISSUANCE     BALANCE     ISSUANCE     DESCRIPTION        RATE      (YEARS)     WINDOW      RATINGS S&P/MOODY'S
-------  --------------------  ----------   --------     -------------    --------   ----------  ----------   -------------------
Offered Certificates

A-1            $120,775,000       3.350%     20.000%         (1)               %        2.40     3/05-5/09         AAA/Aaa
A-2          $1,197,229,000      33.211%     20.000%         (1)               %        4.74     5/09-1/10         AAA/Aaa
A-3            $100,464,000       2.787%     20.000%         (1)               %        5.66     1/10-8/11         AAA/Aaa
A-4            $545,363,000      15.128%     20.000%         (1)               %        6.73     8/11-1/12         AAA/Aaa
A-5            $103,193,000       2.863%     20.000%         (1)               %        7.94     1/12-6/14         AAA/Aaa
A-6            $816,897,000      22.661%     20.000%         (1)               %        9.69     6/14-12/14        AAA/Aaa
A-J            $229,813,000       6.375%     13.625%         (1)               %        9.84     12/14-1/15        AAA/Aaa
B              $112,653,000       3.125%     10.500%         (1)               %        9.92     1/15-1/15         AA/Aa2
C               $40,555,000       1.125%      9.375%         (1)               %        9.92     1/15-1/15         AA-/Aa3
D               $58,580,000       1.625%      7.750%         (1)               %        9.94     1/15-2/15          A/A2
E               $36,049,000       1.000%      6.750%         (1)               %       10.00     2/15-2/15          A-/A3

Non-Offered Certificates
F               $45,061,000       1.250%      5.500%         (1)               %       10.05     2/15-3/15        BBB+/Baa1
G               $36,049,000       1.000%      4.500%         (1)               %       10.08     3/15-3/15        BBB/Baa2
H               $40,555,000       1.125%      3.375%         (1)               %       10.08     3/15-3/15        BBB-/Baa3
J                $9,013,000       0.250%      3.125%         (1)               %       10.08     3/15-3/15         BB+/Ba1
K               $13,518,000       0.375%      2.750%         (1)               %       10.08     3/15-3/15         BB/Ba2
L               $18,025,000       0.500%      2.250%         (1)               %       10.08     3/15-3/15         BB-/Ba3
M               $13,518,000       0.375%      1.875%         (1)               %       10.08     3/15-3/15          B+/B1
N                $9,012,000       0.250%      1.625%         (1)               %       10.08     3/15-3/15          B/B2
O               $13,519,000       0.375%      1.250%         (1)               %       10.08     3/15-3/15          B-/B3
P               $45,061,432       1.250%      0.000%         (1)               %       12.22     3/15-8/24           NR
XP                       (2)       N/A        N/A        Variable IO           %        N/A         N/A            AAA/Aaa
XC           $3,604,902,432(2)     N/A        N/A        Variable IO           %        N/A         N/A            AAA/Aaa
R-I                N/A             N/A        N/A            N/A           N/A          N/A         N/A             NR/NR
R-II               N/A             N/A        N/A            N/A           N/A          N/A         N/A             NR/NR


----------
(1)  For any distribution date, the pass-through rates on the class A-1, class
     A-2, class A-3, class A-4, class A-5, class A-6, class A-J, class B, class
     C, class D, class E, class F, class G, class H, class J, class K, class L,
     class M, class N, class O, and class P certificates will equal one of (i) a
     fixed rate, (ii) the weighted average of the net interest rates on the
     mortgage loans (in each case, adjusted if necessary to accrue on the basis
     of a 360-day year consisting of twelve 30-day months) as of their
     respective due dates in the month preceding the month in which the related
     distribution date occurs, (iii) a rate equal to the lesser of a specified
     pass-through rate and the weighted average rate specified in clause (ii) or
     (iv) the weighted average rate specified in clause (ii) less a specified
     percentage.

(2)  The class XP and class XC certificates will not have a principal balance
     and are sometimes referred to collectively as the interest-only
     certificates. For purposes of calculating the amount of accrued interest,
     each of the interest-only certificates will have a notional amount. The
     notional amount of each of the interest-only certificates is described in
     this prospectus supplement under "Description of the Offered
     Certificates--General."
--------------------------------------------------------------------------------

                                      S-5


--------------------------------------------------------------------------------

     The offered certificates will evidence beneficial ownership interests in a
common law trust designated as the Commercial Mortgage Trust 2005-GG3. We will
form the trust at or prior to the time of initial issuance of the offered
certificates. The assets of the trust, which we sometimes collectively refer to
as the trust fund, will include a pool of multifamily and commercial mortgage
loans having the characteristics described in this prospectus supplement.

     The governing document for purposes of issuing the offered certificates and
forming the trust will be a pooling and servicing agreement to be dated as of
February 10, 2005. The pooling and servicing agreement will also govern the
servicing and administration of the mortgage loans and other assets that back
the offered certificates, except as described in this prospectus supplement.

     The parties to the pooling and servicing agreement will include us as
depositor, a trustee, a fiscal agent, a master servicer and a special servicer.
A copy of the pooling and servicing agreement will be filed with the SEC as an
exhibit to a current report on Form 8-K after the initial issuance of the
offered certificates. The SEC will make that current report on Form 8-K and its
exhibits available to the public for inspection. See "Important Notice" in this
prospectus supplement.

                            KEY CERTIFICATE FEATURES

A.   APPROXIMATE PRINCIPAL
     BALANCE OR NOTIONAL
     AMOUNT AT INITIAL ISSUANCE...........  The class A-1, class A-2, class A-3,
                                            class A-4, class A-5, class A-6,
                                            class A-J, class B, class C, class
                                            D, class E, class F, class G, class
                                            H, class J, class K, class L, class
                                            M, class N, class O and class P
                                            certificates will be the series
                                            2005-GG3 certificates with principal
                                            balances and are sometimes referred
                                            to as the principal balance
                                            certificates. Only the class A-1,
                                            class A-2, class A-3, class A-4,
                                            class A-5, class A-6, class A-J,
                                            class B, class C, class D and class
                                            E certificates are offered by this
                                            prospectus supplement. The table on
                                            page S-5 of this prospectus
                                            supplement identifies for each of
                                            those classes of principal balance
                                            certificates the approximate total
                                            principal balance of that class at
                                            initial issuance. The actual total
                                            principal balance of any class of
                                            principal balance certificates at
                                            initial issuance may be larger or
                                            smaller than the amount shown in the
                                            table above, depending on, among
                                            other things, the actual size of the
                                            initial mortgage pool balance. The
                                            actual size of the initial mortgage
                                            pool balance may be as much as 5%
                                            larger or smaller than the amount
                                            presented in this prospectus
                                            supplement.

                                            This prospectus supplement contains
                                            a description of certain features
                                            pertaining to the non-offered
                                            classes of the series 2005-GG3
                                            certificates. These certificates are
                                            not offered by this prospectus
                                            supplement and are provided only for
                                            informational purposes to
                                            prospective purchasers of the
                                            offered certificates to assist them
                                            in evaluating a prospective purchase
                                            of a class of the offered
                                            certificates.

                                            The class XP and class XC
                                            certificates will not have principal
                                            balances and are sometimes referred
                                            to in this prospectus supplement
                                            collectively as the interest-only
                                            certificates. For purposes of
                                            calculating the amount of accrued
                                            interest, each of the interest-only
                                            certificates will have a notional
                                            amount. The initial notional amount
                                            of the class XP and class XC
                                            certificates will be $ and
                                            $3,604,902,432 respectively,
                                            although in each case it may be as
                                            much as 5% larger or smaller.

                                            The notional amount of the class XP
                                            certificates will vary over time and
                                            will be determined in accordance
                                            with Annex F to this prospectus
                                            supplement.
--------------------------------------------------------------------------------

                                      S-6


--------------------------------------------------------------------------------

                                            On each payment date, the notional
                                            amount of the class XC certificates
                                            will generally equal the aggregate
                                            outstanding principal balance of the
                                            class A-1, class A-2, class A-3,
                                            class A-4, class A-5, class A-6,
                                            class A-J, class B, class C, class
                                            D, class E, class F, class G, class
                                            H, class J, class K, class L, class
                                            M, class N, class O and class P
                                            certificates outstanding from time
                                            to time.

                                            The class R-I and class R-II
                                            certificates will not have principal
                                            balances or notional amounts. They
                                            will be residual interest
                                            certificates. The holders of the
                                            class R-I and class R-II
                                            certificates are not expected to
                                            receive any material payments. See
                                            "Description of the Offered
                                            Certificates--Payments--Priority of
                                            Payments" below.

B.   TOTAL CREDIT SUPPORT
     AT INITIAL ISSUANCE..................  The respective classes of the series
                                            2005-GG3 certificates, other than
                                            the class R-I and class R-II
                                            certificates, will entitle their
                                            holders to varying degrees of
                                            seniority for purposes of--

                                            o   receiving payments of interest
                                                and, if and when applicable,
                                                payments of principal, and

                                            o   bearing the effects of losses on
                                                the underlying mortgage loans,
                                                as well as default-related and
                                                other unanticipated expenses of
                                                the trust.

                                            The class A-1, class A-2, class A-3,
                                            class A-4, class A-5 and class A-6
                                            certificates will be the most senior
                                            class of certificates. The class P
                                            certificates will be the most
                                            subordinate class of certificates.

                                            The class R-I and class R-II
                                            certificates will be residual
                                            interest certificates and will not
                                            provide any credit support to the
                                            other series 2005-GG3 certificates.
                                            The remaining classes of principal
                                            balance certificates are listed from
                                            top to bottom in the table on page
                                            S-5 of this prospectus supplement in
                                            descending order of seniority.

                                            The table on page S-5 of this
                                            prospectus supplement shows the
                                            approximate total credit support
                                            provided to each class of the
                                            offered certificates through the
                                            subordination of other classes of
                                            the series 2005-GG3 certificates. In
                                            the case of each class of offered
                                            certificates, the credit support
                                            shown in the table on page S-5 of
                                            this prospectus supplement
                                            represents the total initial
                                            principal balance, expressed as a
                                            percentage of the initial mortgage
                                            pool balance, of all classes of the
                                            principal balance certificates that
                                            are subordinate to the indicated
                                            class.

C.   PASS-THROUGH RATE....................  Each class of the series 2005-GG3
                                            certificates, other than the class
                                            R-I and class R-II certificates,
                                            will bear interest. The table on
                                            page S-5 of this prospectus
                                            supplement provides the indicated
                                            information regarding the
                                            pass-through rate at which each of
                                            those classes of the series 2005-GG3
                                            certificates will accrue interest.

                                            The pass-through rates on the class
                                            A-1, class A-2, class A-3, class
                                            A-4, class A-5, class A-6, class
                                            A-J, class B, class C, class D,
                                            class E, class F, class G, class H,
                                            class J, class K, class L, class M,
                                            class N, class O and class P
                                            certificates will equal one of (i) a
                                            fixed rate, (ii) the weighted
                                            average of the net interest rates on
                                            the mortgage loans (in each case,
                                            adjusted if necessary to accrue on
                                            the basis of a 360-day year
                                            consisting of twelve 30-day months)
                                            as of their respective due dates in
                                            the month preceding the month in
                                            which the related
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                                      S-7


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                                            distribution date occurs, (iii) a
                                            rate equal to the lesser of a
                                            specified pass-through rate and the
                                            weighted average rate specified in
                                            clause (ii) or (iv) the weighted
                                            average rate specified in clause
                                            (ii) less a specified percentage.

                                            The pass-through rate applicable to
                                            the class XC certificates for each
                                            payment date will equal the weighted
                                            average of the class XC strip rates,
                                            at which interest accrues from time
                                            to time on the various components of
                                            the class XC certificates
                                            outstanding immediately prior to
                                            such payment date (weighted on the
                                            basis of the balances of those class
                                            XC components immediately prior to
                                            the related payment date). Each
                                            class XC component will be comprised
                                            of all or a designated portion of
                                            the principal balance of one of the
                                            classes of principal balance
                                            certificates. In general, the entire
                                            principal balance of each class of
                                            principal balance certificates will
                                            constitute a separate class XC
                                            component. However, if a portion,
                                            but not all, of the principal
                                            balance of any particular class of
                                            principal balance certificates is
                                            identified under "Annex F--Terms of
                                            the Class XP Certificates," as being
                                            part of the notional amount of the
                                            class XP certificates immediately
                                            prior to any such payment date, then
                                            the identified portion of the
                                            principal balance of that class will
                                            also represent one or more separate
                                            class XC components for purposes of
                                            calculating the pass-through rate of
                                            the class XC certificates, and the
                                            remaining portion of the principal
                                            balance of that class will represent
                                            a separate class XC component for
                                            purposes of calculating the
                                            pass-through rate of the class XC
                                            certificates. For each payment date
                                            through and including the payment
                                            date in         , the class XC strip
                                            rate for each class XC component
                                            will be calculated as follows:

                                            (1) if a class XC component consists
                                                of the entire principal balance
                                                or a designated portion of any
                                                class of principal balance
                                                certificates, and if the
                                                principal balance does not, in
                                                whole or in part, also
                                                constitute a class XP component
                                                immediately prior to the payment
                                                date, then the applicable class
                                                XC strip rate will equal the
                                                excess, if any, of (a) the
                                                weighted average net interest
                                                rate on the mortgage loans for
                                                the payment date, over (b) the
                                                pass-through rate in effect for
                                                the payment date for the
                                                applicable class of principal
                                                balance certificates; and

                                            (2) if a class XC component consists
                                                of the entire principal balance
                                                or a designated portion of the
                                                principal balance of any class
                                                of principal balance
                                                certificates, and if the
                                                designated portion (in whole or
                                                in part) of the principal
                                                balance also constitutes one or
                                                more class XP components
                                                immediately prior to the payment
                                                date, then the applicable class
                                                XC strip rate will equal the
                                                excess, if any, of (a) the
                                                weighted average net interest
                                                rate on the mortgage loans for
                                                the payment date, over (b) the
                                                sum of (i) the class XP strip
                                                rate (as described in Annex F)
                                                for the applicable class XP
                                                component(s), and (ii) the
                                                pass-through rate in effect for
                                                the payment date for the
                                                applicable class of principal
                                                balance certificates.

                                            For each payment date after the
                                            payment date in     , the principal
                                            balance of each class of principal
                                            balance certificates will constitute
                                            one or more separate class XC
                                            components, and the applicable class
                                            XC strip rate with respect to each
                                            such class XC component for each
                                            payment date will equal the excess,
                                            if any, of (a) the weighted average
                                            net interest rate on the mortgage
                                            loans for the
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                                      S-8


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                                            related payment date, over (b) the
                                            pass-through rate in effect for the
                                            payment date for the class of
                                            principal balance certificates.

                                            The pass-through rate applicable to
                                            the class XP certificates for each
                                            payment date will be as set forth on
                                            Annex F to this prospectus
                                            supplement.

                                            The references to "net interest
                                            rates on the mortgage loans" above
                                            in this "--Pass-Through Rate"
                                            subsection mean, as to any
                                            particular mortgage loan, an
                                            interest rate that is generally
                                            equal to the related mortgage
                                            interest rate in effect as of the
                                            date of initial issuance of the
                                            offered certificates, minus the sum
                                            of:

                                            o   the annual rate at which the
                                                related master servicing fee,
                                                including any primary servicing
                                                fee, is calculated; and

                                            o   the annual rate at which the
                                                trustee fee is calculated;

                                            provided that, for each of the
                                            mortgage loans that accrues interest
                                            on the basis of the actual number of
                                            days elapsed during any one-month
                                            interest accrual period in a year
                                            assumed to consist of 360 days, in
                                            some months, the "related mortgage
                                            interest rate" referred to above in
                                            this sentence will be converted to
                                            an annual rate that would generally
                                            produce an equivalent amount of
                                            interest accrued on the basis of an
                                            assumed 360-day year consisting of
                                            twelve 30-day months. See
                                            "Description of the Offered
                                            Certificates--Interest Reserve
                                            Account" in this prospectus
                                            supplement.

D.   WEIGHTED AVERAGE LIFE AND
     PRINCIPAL WINDOW.....................  The weighted average life of any
                                            class of offered certificates refers
                                            to the average amount of time that
                                            will elapse from the date of their
                                            issuance until each dollar to be
                                            applied in reduction of the total
                                            principal balance of those
                                            certificates is paid to the
                                            investor. The principal window for
                                            any class of offered certificates is
                                            the period during which the holders
                                            of that class of offered
                                            certificates will receive payments
                                            of principal. The weighted average
                                            life and principal window shown in
                                            the table on page S-5 of this
                                            prospectus supplement for each class
                                            of offered certificates were
                                            calculated based on the following
                                            assumptions with respect to each
                                            underlying mortgage loan--

                                            o   the related borrower timely
                                                makes all payments on the
                                                mortgage loan, and

                                            o   that the mortgage loan will not
                                                otherwise be prepaid prior to
                                                stated maturity.

                                            The weighted average life and
                                            principal window shown in the table
                                            on page S-5 of this prospectus
                                            supplement for each class of offered
                                            certificates were further calculated
                                            based on the other modeling
                                            assumptions referred to under "Yield
                                            and Maturity Considerations" in, and
                                            set forth in the glossary to, this
                                            prospectus supplement.

E.   RATINGS..............................  The ratings shown in the table on
                                            page S-5 of this prospectus
                                            supplement for the offered
                                            certificates are those of Standard &
                                            Poor's Ratings Services, a division
                                            of The McGraw-Hill Companies, Inc.
                                            and Moody's Investors Service, Inc.,
                                            respectively. It is a condition to
                                            their issuance that the respective
                                            classes of the offered certificates
                                            receive
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                                      S-9


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                                            credit ratings no lower than those
                                            shown in the table on page S-5 of
                                            this prospectus supplement.

                                            The ratings assigned to the
                                            respective classes of the offered
                                            certificates address the timely
                                            payment of interest and the ultimate
                                            payment of principal on or before
                                            the applicable rated final payment
                                            date described under "--Relevant
                                            Dates and Periods--Rated Final
                                            Payment Date" below.

                                            A security rating is not a
                                            recommendation to buy, sell or hold
                                            securities and the assigning rating
                                            agency may revise or withdraw its
                                            rating at any time.

                                            For a description of the limitations
                                            of the ratings of the offered
                                            certificates, see "Ratings" in this
                                            prospectus supplement.

                                RELEVANT PARTIES

WHO WE ARE................................  Our name is Greenwich Capital
                                            Commercial Funding Corp. We are a
                                            special purpose Delaware
                                            corporation. Our principal offices
                                            are located at 600 Steamboat Road,
                                            Greenwich, Connecticut 06830. Our
                                            main telephone number is (203)
                                            625-2700. We are an indirect wholly
                                            owned subsidiary of The Royal Bank
                                            of Scotland Group plc and an
                                            affiliate of Greenwich Capital
                                            Financial Products, Inc., one of the
                                            mortgage loan sellers, and of
                                            Greenwich Capital Markets, Inc., one
                                            of the underwriters. We will deposit
                                            into the trust the mortgage loans
                                            that will back the series 2005-GG3
                                            certificates. See "Greenwich Capital
                                            Commercial Funding Corp." in the
                                            accompanying prospectus.

INITIAL TRUSTEE...........................  LaSalle Bank National Association, a
                                            national banking association, will
                                            act as the initial trustee on behalf
                                            of all the series 2005-GG3
                                            certificateholders. See "Description
                                            of the Offered Certificates--The
                                            Trustee" in this prospectus
                                            supplement. The trustee will also
                                            have, or be responsible for
                                            appointing an agent to perform,
                                            additional duties with respect to
                                            tax administration. Following the
                                            transfer of the mortgage loans into
                                            the trust, the trustee, on behalf of
                                            the trust, will become the holder of
                                            each mortgage loan transferred to
                                            the trust.

INITIAL FISCAL AGENT......................  ABN AMRO Bank N.V., a Netherlands
                                            banking corporation and indirect
                                            corporate parent of the initial
                                            trustee, will act as the initial
                                            fiscal agent with respect to the
                                            trustee. See "Description of the
                                            Offered Certificates--The Fiscal
                                            Agent" in this prospectus
                                            supplement.

INITIAL MASTER SERVICER...................  GMAC Commercial Mortgage
                                            Corporation, a California
                                            corporation, will act as the initial
                                            master servicer under the pooling
                                            and servicing agreement. The
                                            mortgage loans, except for the
                                            mortgage loans secured by the Grand
                                            Canal Shoppes at the Venetian
                                            property and the 1370 Avenue of the
                                            Americas property (as more
                                            particularly described below), will
                                            be serviced under the pooling and
                                            servicing agreement entered into in
                                            connection with the issuance of
                                            series 2005-GG3 certificates.

                                            The mortgage loan secured by the
                                            Grand Canal Shoppes at the Venetian
                                            property will be serviced under the
                                            pooling and servicing agreement
                                            entered into in connection with the
                                            GS Mortgage Securities Corporation
                                            II, as depositor, Commercial
                                            Mortgage Pass-Through Certificates,
                                            Series 2004-GG2. The master servicer
                                            under that pooling and servicing
                                            agreement is Wells Fargo Bank,
                                            National Association.
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                                      S-10


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                                            The mortgage loan secured by the
                                            1370 Avenue of the Americas property
                                            will be serviced in the manner
                                            described under "--Servicing of the
                                            1370 Avenue of the Americas Loan"
                                            below.

                                            Certain of the mortgage loans will
                                            be primary serviced by Midland Loan
                                            Services, Inc., as described under
                                            "--Initial Primary Servicer" below.

                                            See "Servicing Under the Pooling and
                                            Servicing Agreement--The Initial
                                            Master Servicer, the Initial Special
                                            Servicer and the Initial Primary
                                            Servicer," and "--Servicing of the
                                            Non-Serviced Loan Groups" in this
                                            prospectus supplement.

INITIAL PRIMARY SERVICER..................  Midland Loan Services, Inc. will act
                                            as the initial primary servicer with
                                            respect to those mortgage loans sold
                                            to us by Goldman Sachs Mortgage
                                            Company and Commerzbank AG, New York
                                            branch, other than the mortgage loan
                                            secured by the Grand Canal Shoppes
                                            at The Venetian property and certain
                                            other mortgage loans which have
                                            other primary servicing arrangements
                                            in place.

                                            In addition, as further described
                                            below under "--Servicing of the 1370
                                            Avenue of the Americas Loan," prior
                                            to the occurrence of certain events
                                            Midland Loan Services, Inc. will be
                                            the primary servicer for the
                                            mortgage loan secured by the 1370
                                            Avenue of the Americas property.

INITIAL SPECIAL SERVICER..................  GMAC Commercial Mortgage
                                            Corporation, a California
                                            corporation, will act as the initial
                                            special servicer under the pooling
                                            and servicing agreement. The
                                            mortgage loans, except for the
                                            mortgage loans secured by the Grand
                                            Canal Shoppes at the Venetian
                                            property and the 1370 Avenue of the
                                            Americas property (as more
                                            particularly described below), will
                                            be specially serviced under the
                                            pooling and servicing agreement
                                            entered into in connection with the
                                            issuance of series 2005-GG3
                                            certificates.

                                            The mortgage loan secured by the
                                            Grand Canal Shoppes at the Venetian
                                            property will be specially serviced
                                            under the pooling and servicing
                                            agreement entered into in connection
                                            with the GS Mortgage Securities
                                            Corporation II, as depositor,
                                            Commercial Mortgage Pass Through
                                            Certificates, Series 2004-GG2. The
                                            special servicer under that pooling
                                            and servicing agreement is Lennar
                                            Partners, Inc.

                                            The mortgage loan secured by the
                                            1370 Avenue of the Americas property
                                            will be specially serviced in the
                                            manner described under "--Servicing
                                            of the 1370 Avenue of the Americas
                                            Loan" below.

                                            See "Servicing Under the Pooling and
                                            Servicing Agreement--The Initial
                                            Master Servicer, the Initial Special
                                            Servicer and the Initial Primary
                                            Servicer" in this prospectus
                                            supplement.

SERVICING OF THE 1370 AVENUE
    OF THE AMERICAS LOAN..................  The mortgage loan secured by the
                                            1370 Avenue of the Americas property
                                            will initially be serviced and
                                            specially serviced under the pooling
                                            and servicing agreement. From and
                                            after the closing of the
                                            securitization of the pari passu
                                            companion loans secured by the 1370
                                            Avenue of the Americas property
                                            (which are currently owned by Morgan
                                            Stanley Mortgage Capital Inc.) it is
                                            anticipated that the mortgage loan
                                            secured by the 1370 Avenue of the
                                            Americas property
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                                      S-11


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                                            will be serviced under the pooling
                                            and servicing agreement entered into
                                            in connection with that
                                            securitization.

                                            For so long as the mortgage loan
                                            secured by the 1370 Avenue of the
                                            Americas property is serviced under
                                            the pooling and servicing agreement,
                                            Midland Loan Services, Inc. will be
                                            the primary servicer pursuant to a
                                            primary servicing agreement between
                                            the master servicer and Midland Loan
                                            Services, Inc.

DIRECTING HOLDERS.........................  The directing holder with respect to
                                            the mortgage loans will be as
                                            follows:

                                            Non-Split Loans. With respect to the
                                            mortgage loans included in the trust
                                            that are not part of a split loan
                                            structure, the directing holder will
                                            be the holder of certificates
                                            representing a majority interest in
                                            a designated controlling class of
                                            the series 2005-GG3 certificates.

                                            Split Loans - Tier 1. With respect
                                            to the mortgage loans secured by the
                                            1440 Broadway property, the Shops at
                                            Wailea property, the 2040 Main
                                            Street property and the
                                            Birtcher/Charlesbank Office
                                            Portfolio properties, which are each
                                            part of a split loan structure that
                                            has one senior mortgage loan and one
                                            subordinate non-trust mortgage loan,
                                            for so long as a control appraisal
                                            event does not exist, the directing
                                            holder will be the holder of the
                                            applicable subordinate non-trust
                                            mortgage loan, and while a control
                                            appraisal event does exist, the
                                            directing holder will be the holder
                                            of certificates representing a
                                            majority interest in a designated
                                            controlling class of the series
                                            2005-GG3 certificates. For purposes
                                            of this paragraph, a "control
                                            appraisal event" will exist if and
                                            for so long as the initial balance
                                            of the applicable non-trust
                                            subordinate mortgage loan, less
                                            principal payments, appraisal
                                            reduction amounts and (without
                                            duplication) realized losses
                                            allocated thereto is less than 25%
                                            of the initial principal balance of
                                            such non-trust subordinate mortgage
                                            loan.

                                            Split Loans - Tier 2. With respect
                                            to the mortgage loan secured by the
                                            Toringdon II property, which is part
                                            of a split loan structure that has
                                            one senior mortgage loan and one
                                            subordinate non-trust mortgage loan,
                                            the directing holder will be the
                                            holder of certificates representing
                                            a majority interest in a designated
                                            controlling class of the series
                                            2005-GG3 certificates.

                                            Split Loans - Pari Passu:

                                            o   With respect to the mortgage
                                                loan secured by the Grand Canal
                                                Shoppes at the Venetian
                                                property, which is part of a
                                                split loan structure that has
                                                six pari passu mortgage loans,
                                                the directing holder will be the
                                                holder of certificates
                                                representing a majority interest
                                                in a designated controlling
                                                class of the series 2005-GG3
                                                certificates.

                                            o   With respect to the mortgage
                                                loan secured by the 1370 Avenue
                                                of the Americas property, which
                                                is part of a split loan
                                                structure that has three pari
                                                passu mortgage loans, the
                                                directing holder will be the
                                                holder of one of the non-trust
                                                pari passu mortgage loans, or,
                                                if such non-trust pari passu
                                                mortgage loan has been deposited
                                                into a securitization, the
                                                holder of the certificates
                                                representing a majority interest
                                                in a designated controlling
                                                class of such securitization,
                                                subject to the non-binding
                                                consultation rights of the
                                                holder of
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                                      S-12


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                                                certificates representing a
                                                majority interest in a
                                                designated controlling class of
                                                the Series 2005-GG3
                                                Certificates.

                                            In each case, the directing holder
                                            will have the right to--

                                            o   except in the case of the
                                                mortgage loan secured by the
                                                Grand Canal Shoppes at the
                                                Venetian property, replace the
                                                applicable special servicer with
                                                or without cause as described
                                                under "Servicing Under the
                                                Pooling and Servicing
                                                Agreement--Replacement of the
                                                Special Servicer" in this
                                                prospectus supplement;

                                            o   in the case of the mortgage
                                                loans secured by the Grand Canal
                                                Shoppes at the Venetian
                                                property, replace the special
                                                servicer only for cause as
                                                described under "Servicing Under
                                                the Pooling and Servicing
                                                Agreement--Replacement of the
                                                Special Servicer" in this
                                                prospectus supplement; and

                                            o   select a representative that may
                                                advise the applicable special
                                                servicer on various servicing
                                                matters.

                                            Unless there are significant losses
                                            on the underlying mortgage loans,
                                            the controlling class of series
                                            2005-GG3 certificateholders will be
                                            the holders of a non-offered class
                                            of series 2005-GG3 certificates.

                                            See "Servicing Under the Pooling and
                                            Servicing Agreement--The Directing
                                            Holders" in this prospectus
                                            supplement.

MORTGAGE LOAN SELLERS.....................  We will acquire the mortgage loans
                                            from:

                                            o   Greenwich Capital Financial
                                                Products, Inc., a Delaware
                                                corporation, as to 77 mortgage
                                                loans representing 50.0% of the
                                                initial mortgage pool balance;

                                            o   Goldman Sachs Mortgage Company,
                                                a New York limited partnership,
                                                as to 63 mortgage loans, its 50%
                                                interest in two mortgage loans
                                                and its 76.58% interest in one
                                                mortgage loan being jointly sold
                                                by Goldman Sachs Mortgage
                                                Company and Commerzbank AG, New
                                                York Branch, representing 42.8%
                                                of the initial mortgage pool
                                                balance; and

                                            o   Commerzbank AG, New York Branch,
                                                as to its 50% interest in two
                                                mortgage loans and a 23.42%
                                                interest in one mortgage loan
                                                representing 7.2% of the initial
                                                mortgage pool balance
                                                (representing its portion of the
                                                mortgage loans either jointly
                                                originated with Archon
                                                Financial, L.P. as described
                                                under "--Originators" below or
                                                subsequently purchased from
                                                Archon Financial, L.P. and
                                                jointly held with Goldman Sachs
                                                Mortgage Company).

                                            Greenwich Capital Financial
                                            Products, Inc. is an affiliate of
                                            the depositor and of Greenwich
                                            Capital Markets, Inc., one of the
                                            underwriters. Goldman Sachs Mortgage
                                            Company is an affiliate of Goldman,
                                            Sachs & Co., one of the
                                            underwriters. See "Description of
                                            the Mortgage Pool--The Mortgage Loan
                                            Sellers and Originators" in this
                                            prospectus supplement.
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                                      S-13


ORIGINATORS...............................  The mortgage loans were originated
                                            or acquired by:

                                            o   Greenwich Capital Financial
                                                Products, Inc., a Delaware
                                                corporation (50.0%);

                                            o   Archon Financial, L.P., a
                                                Delaware limited partnership
                                                (38.7%); and

                                            o   with respect to two mortgage
                                                loans, Archon Financial, L.P.,
                                                and Commerzbank AG, New York
                                                Branch, on a joint basis
                                                (11.2%).

UNDERWRITERS..............................  Goldman, Sachs & Co., Greenwich
                                            Capital Markets, Inc., Banc of
                                            America Securities LLC, Bear,
                                            Stearns & Co. Inc., Credit Suisse
                                            First Boston LLC and Wachovia
                                            Capital Markets, LLC are the
                                            underwriters of this offering. With
                                            respect to this offering--

                                            o   Greenwich Capital Markets, Inc.
                                                and Goldman, Sachs & Co. are
                                                acting as co-lead bookrunning
                                                managers, and

                                            o   Banc of America Securities LLC,
                                                Bear, Stearns & Co. Inc., Credit
                                                Suisse First Boston LLC and
                                                Wachovia Capital Markets, LLC
                                                are acting as co-managers.

                                            Greenwich Capital Markets, Inc. is
                                            our affiliate and an affiliate of
                                            one of the mortgage loan sellers.
                                            Goldman, Sachs & Co. is an affiliate
                                            of one of the mortgage loan sellers.
                                            See "Method of Distribution" in this
                                            prospectus supplement.

                           RELEVANT DATES AND PERIODS

CUT-OFF DATE..............................  The cut-off date for each mortgage
                                            loan included in the trust
                                            originated prior to February 1, 2005
                                            will be its due date in February.
                                            The cut-off date for any mortgage
                                            loan included in the trust that was
                                            originated after February 1, 2005,
                                            will be its origination date. Each
                                            mortgage loan will be considered
                                            part of the trust as of its cut-off
                                            date. All payments and collections
                                            received on the mortgage loans
                                            included in the trust after the
                                            cut-off date, excluding any payments
                                            or collections that represent
                                            amounts due on or before that date,
                                            will belong to the trust.

ISSUE DATE................................  The date of initial issuance for the
                                            offered certificates will be on or
                                            about February 10, 2005.

PAYMENT DATE..............................  Payments on the offered certificates
                                            are scheduled to occur monthly,
                                            commencing in March 2005. During any
                                            given month, the payment date will
                                            be the 10th day of the month, or if
                                            the 10th day is not a business day,
                                            then the business day immediately
                                            following the tenth day, provided
                                            that the payment date will be at
                                            least 4 business days following the
                                            determination date.

DETERMINATION DATE........................  The determination date with respect
                                            to any payment date will be the 6th
                                            day of the same calendar month as
                                            that payment date or, if that 6th
                                            day is not a business day, the
                                            following business day.

RECORD DATE...............................  The record date for each monthly
                                            payment on an offered certificate
                                            will be the last business day of the
                                            prior calendar month, except that
                                            the first record date will be the
                                            date of initial issuance. The
                                            registered holders of the series
                                            2005-GG3 certificates at the close
                                            of business on each record date will
                                            be entitled to receive, on the
                                            following payment date,
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                                      S-14


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                                            any payments on those certificates,
                                            except that the last payment on any
                                            offered certificate will be made
                                            only upon presentation and surrender
                                            of the certificate.

COLLECTION PERIOD.........................  Amounts available for payment on the
                                            offered certificates on any payment
                                            date will depend on the payments and
                                            other collections received, and any
                                            advances of payments due, on the
                                            underlying mortgage loans during the
                                            related collection period. Each
                                            collection period--

                                            o   will relate to a particular
                                                payment date,

                                            o   will be approximately one month
                                                long,

                                            o   will begin immediately after the
                                                prior collection period ends or,
                                                in the case of the first
                                                collection period, will begin
                                                immediately after the cut-off
                                                date, and

                                            o   will end on the determination
                                                date or, in the case of the
                                                mortgage loan secured by the
                                                property identified on Annex A
                                                as 1370 Avenue of the Americas
                                                (which pays on the 8th day of
                                                each month, or if the 8th day is
                                                not a business day, the
                                                preceding business day), on its
                                                scheduled due date.

INTEREST ACCRUAL PERIOD...................  The amount of interest payable with
                                            respect to the offered certificates
                                            on any payment date will be
                                            calculated based upon the interest
                                            accrued during the related interest
                                            accrual period. The interest accrual
                                            period for any payment date will be
                                            the preceding calendar month,
                                            however, for purposes of determining
                                            the interest due on each class of
                                            certificates each interest accrual
                                            period will be assumed to consist of
                                            30 days and each year will be
                                            assumed to consist of 360 days.

RATED FINAL PAYMENT DATE..................  As discussed in this prospectus
                                            supplement, the ratings assigned to
                                            the respective classes of offered
                                            certificates will represent the
                                            likelihood of--

                                            o   timely receipt of all interest
                                                to which each certificateholder
                                                is entitled on each payment
                                                date, and

                                            o   the ultimate receipt of all
                                                principal to which each
                                                certificateholder is entitled by
                                                the related rated final payment
                                                date, which is the final payment
                                                date used by the rating agencies
                                                in providing their ratings.

                                            o   The rated final payment dates
                                                for each class of the offered
                                                certificates is the payment date
                                                in .

ASSUMED FINAL PAYMENT DATE................  With respect to any class of offered
                                            certificates, the assumed final
                                            payment date is the payment date on
                                            which the holders of those
                                            certificates would be expected to
                                            receive their last payment and the
                                            total principal balance of those
                                            certificates would be expected to be
                                            reduced to zero, based upon--

                                            o   the assumption that each
                                                borrower timely makes all
                                                payments on its mortgage loan;

                                            o   the assumption that no borrower
                                                otherwise prepays its mortgage
                                                loan prior to stated maturity;
                                                and
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                                      S-15


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                                            o   the other modeling assumptions
                                                referred to under "Yield and
                                                Maturity Considerations" in, and
                                                set forth in the glossary to,
                                                this prospectus supplement.

                                            Accordingly, the assumed final
                                            payment date for each class of
                                            offered certificates is the payment
                                            date in the calendar month and year
                                            set forth below for that class:

                                                          MONTH AND YEAR OF
                                              CLASS   ASSUMED FINAL PAYMENT DATE
                                              -----   --------------------------
                                               A-1             May 2009
                                               A-2           January 2010
                                               A-3           August 2011
                                               A-4           January 2012
                                               A-5            June 2014
                                               A-6          December 2014
                                               A-J           January 2015
                                                B            January 2015
                                                C            January 2015
                                                D           February 2015
                                                E           February 2015

                                            The actual final payment date is
                                            likely to vary materially from the
                                            assumed final payment date due to
                                            potential defaults by borrowers,
                                            unanticipated expenses of the trust
                                            and voluntary and involuntary
                                            prepayments on the mortgage loans.


                     DESCRIPTION OF THE OFFERED CERTIFICATES

REGISTRATION AND DENOMINATIONS............  We intend to deliver the offered
                                            certificates in book-entry form in
                                            original denominations of $25,000
                                            initial principal balance and in any
                                            greater whole dollar denominations.

                                            You will initially hold your offered
                                            certificates, directly or
                                            indirectly, through The Depository
                                            Trust Company, in the United States,
                                            or Clearstream Banking, societe
                                            anonyme, or Euroclear Bank as
                                            operator of the Euroclear System, in
                                            Europe. As a result, you will not
                                            receive a fully registered physical
                                            certificate representing your
                                            interest in any offered certificate,
                                            except under the limited
                                            circumstances described under
                                            "Description of the Offered
                                            Certificates--Registration and
                                            Denominations" in this prospectus
                                            supplement and under "Description of
                                            the Certificates--Book-Entry
                                            Registration" in the accompanying
                                            prospectus.


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                                      S-16


PAYMENTS

A.   GENERAL..............................  The trustee will make payments of
                                            interest and principal to the
                                            classes of series 2005-GG3
                                            certificateholders in the following
                                            order of priority, subject to
                                            available funds:

                                            PAYMENT ORDER            CLASS
                                            -------------    -------------------
                                                 1st         A-1, A-2, A-3, A-4,
                                                             A-5, A-6, XP and XC
                                                 2nd                  A-J
                                                 3rd                   B
                                                 4th                   C
                                                 5th                   D
                                                 6th                   E
                                                 7th                   F
                                                 8th                   G
                                                 9th                   H
                                                 10th                  J
                                                 11th                  K
                                                 12th                  L
                                                 13th                  M
                                                 14th                  N
                                                 15th                  O
                                                 16th                  P

                                            For risks associated with owning
                                            subordinate certificates see "Risk
                                            Factors--Risks Related to the
                                            Offered Certificates."

                                            Allocation of interest payments
                                            among the class A-1, class A-2,
                                            class A-3, class A-4, class A-5,
                                            class A-6, class XP and class XC
                                            certificates is pro rata based on
                                            the respective amounts of interest
                                            payable on each of those classes.
                                            Allocation of principal payments
                                            among the class A-1, class A-2,
                                            class A-3, class A-4, class A-5 and
                                            class A-6 certificates is described
                                            under "--C. Payments of Principal"
                                            below. The class XP and class XC
                                            certificates entitle their
                                            respective holders to payments of
                                            interest at the related pass-through
                                            rate, but do not have principal
                                            balances and do not entitle their
                                            respective holders to payments of
                                            principal.

                                            See "Description of the Offered
                                            Certificates--Payments--Priority of
                                            Payments" in this prospectus
                                            supplement.

B.   PAYMENTS OF INTEREST.................  Each class of series 2005-GG3
                                            certificates, other than the class
                                            R-I and class R-II certificates,
                                            will bear interest. In each case,
                                            that interest will accrue during
                                            each interest accrual period based
                                            upon--

                                            o   the pass-through rate applicable
                                                for the particular class for
                                                that interest accrual period,

                                            o   the total principal balance or
                                                notional amount, as the case may
                                                be, of the particular class
                                                outstanding immediately prior to
                                                the related payment date, and

                                            o   the assumption that each year
                                                consists of twelve 30-day
                                                months.

                                            The borrowers under the mortgage
                                            loans are generally prohibited under
                                            the related mortgage loan documents
                                            from making whole or partial
                                            prepayments that are not accompanied
                                            by a full month's interest on the
                                            prepayment. If, however, a whole or
                                            partial voluntary prepayment (or, to
                                            the extent it results from the
                                            receipt of insurance proceeds or a
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                                      S-17


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                                            condemnation award, a whole or
                                            partial involuntary prepayment) on
                                            an underlying mortgage loan is not
                                            accompanied by the amount of one
                                            full month's interest on the
                                            prepayment, then, as and to the
                                            extent described under "Description
                                            of the Offered Certificates--
                                            Payments--Payments of Interest" in
                                            this prospectus supplement, the
                                            resulting shortfall, less--

                                            o   the amount of the master
                                                servicing fee that would have
                                                been payable from that
                                                uncollected interest, and

                                            o   in the case of a voluntary
                                                prepayment on a non-specially
                                                serviced mortgage loan, the
                                                applicable portion of the
                                                payment made by the master
                                                servicer to cover prepayment
                                                interest shortfalls resulting
                                                from voluntary prepayments on
                                                non-specially serviced mortgage
                                                loans during the related
                                                collection period,

                                            may be allocated to reduce the
                                            amount of accrued interest otherwise
                                            payable to the holders of all of the
                                            interest-bearing classes of the
                                            series 2005-GG3 certificates,
                                            including the offered certificates,
                                            on a pro rata basis in accordance
                                            with respective amounts of current
                                            accrued interest for those classes.

                                            On each payment date, subject to
                                            available funds and the payment
                                            priorities described under "--A.
                                            General" above, you will be entitled
                                            to receive your proportionate share
                                            of all unpaid distributable interest
                                            accrued with respect to your class
                                            of offered certificates through the
                                            end of the related interest accrual
                                            period.

                                            See "Description of the Offered
                                            Certificates--Payments--Payments of
                                            Interest" and "--Payments--Priority
                                            of Payments" in this prospectus
                                            supplement.

C.   PAYMENTS OF PRINCIPAL................  Subject to available funds and the
                                            payment priorities described under
                                            "--A. General" above, the holders of
                                            each class of offered certificates
                                            will be entitled to receive a total
                                            amount of principal over time equal
                                            to the total initial principal
                                            balance of their particular class.
                                            The trustee must make payments of
                                            principal in a specified sequential
                                            order to ensure that:

                                            o   no payments of principal will be
                                                made to the holders of any
                                                non-offered class of series
                                                2005-GG3 certificates until the
                                                total principal balance of the
                                                offered certificates is reduced
                                                to zero;

                                            o   no payments of principal will be
                                                made to the holders of the class
                                                A-J, class B, class C, class D
                                                and class E certificates until,
                                                in the case of each of those
                                                classes, the total principal
                                                balance of all more senior
                                                classes of offered certificates
                                                is reduced to zero;

                                            o   no payments of principal will be
                                                made to the holders of the class
                                                A-6 certificates until the total
                                                principal balance of the class
                                                A-1, class A-2, class A-3, class
                                                A-4 and class A-5 certificates
                                                is reduced to zero;

                                            o   no payments of principal will be
                                                made to the holders of the class
                                                A-5 certificates until the total
                                                principal balance of the class
                                                A-1, class A-2, class A-3 and
                                                class A-4 certificates is
                                                reduced to zero;
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                                      S-18


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                                            o   no payments of principal will be
                                                made to the holders of the class
                                                A-4 certificates until the total
                                                principal balance of the class
                                                A-1, class A-2 and class A-3
                                                certificates is reduced to zero;

                                            o   no payments of principal will be
                                                made to the holders of the class
                                                A-3 certificates until the total
                                                principal balance of the class
                                                A-1 and class A-2 certificates
                                                is reduced to zero; and

                                            o   no payments of principal will be
                                                made to the holders of the class
                                                A-2 certificates until the total
                                                principal balance of the class
                                                A-1 certificates is reduced to
                                                zero.

                                            Because of losses on the underlying
                                            mortgage loans and/or
                                            default-related or other
                                            unanticipated expenses of the trust,
                                            the total principal balance of the
                                            class A-J, class B, class C, class
                                            D, class E, class F, class G, class
                                            H, class J, class K, class L, class
                                            M, class N, class O and class P
                                            certificates could be reduced to
                                            zero at a time when the class A-1,
                                            class A-2, class A-3, class A-4,
                                            class A-5 and class A-6 certificates
                                            remain outstanding. See "Risk
                                            Factors--The Investment Performance
                                            of Your Offered Certificates Will
                                            Depend Upon Payments, Defaults and
                                            Losses on the Underlying Mortgage
                                            Loans; and Those Payments, Defaults
                                            and Losses May Be Highly
                                            Unpredictable" in the accompanying
                                            prospectus. Under those
                                            circumstances, any payments of
                                            principal on the class A-1, class
                                            A-2, class A-3, class A-4, class A-5
                                            and class A-6 certificates will be
                                            made on a pro rata basis in
                                            accordance with their respective
                                            principal balances.

                                            The interest-only certificates,
                                            class R-I and class R-II
                                            certificates do not have principal
                                            balances and do not entitle their
                                            holders to payments of principal.

                                            The total payments of principal to
                                            be made on the series 2005-GG3
                                            certificates on any payment date
                                            will be a function of--

                                            o   the amount of scheduled payments
                                                of principal due or, in some
                                                cases, deemed due on the
                                                mortgage loans during the
                                                related collection period, which
                                                payments are either received as
                                                of the end of that collection
                                                period or advanced by the master
                                                servicer, the trustee or the
                                                fiscal agent; and

                                            o   the amount of any prepayments
                                                and other unscheduled
                                                collections of previously
                                                unadvanced principal with
                                                respect to the mortgage loans
                                                that are received during the
                                                related collection period.

                                            However, if the master servicer, the
                                            special servicer, the trustee or the
                                            fiscal agent reimburses itself (or
                                            the master servicer, special
                                            servicer, trustee or fiscal agent
                                            under a pooling and servicing
                                            agreement related to either the
                                            Grand Canal Shoppes at the Venetian
                                            loan or 1370 Avenue of the Americas
                                            loan is reimbursed) for advances out
                                            of principal collections on the
                                            mortgage loans for any advance that
                                            it has determined is not recoverable
                                            out of collections on the mortgage
                                            loan for which such advances were
                                            made or for any work-out delayed
                                            reimbursement amounts, as described
                                            under "Description of the Offered
                                            Certificates--Reimbursement of
                                            Advances" in this prospectus
                                            supplement, then the total payments
                                            of principal to be made on the
                                            series 2005-GG3 principal balance
                                            certificates on the corresponding
                                            payment date will be reduced by the
                                            amount of such reimbursement.
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                                      S-19


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                                            See "Description of the Offered
                                            Certificates--Payments--Payments of
                                            Principal" and "--Payments--Priority
                                            of Payments" in this prospectus
                                            supplement.

D.   PAYMENTS OF PREPAYMENT
     PREMIUMS AND YIELD
     MAINTENANCE CHARGES..................  If any prepayment premium or yield
                                            maintenance charge is collected on
                                            any of the mortgage loans, then the
                                            trustee will pay that amount in the
                                            proportions described under
                                            "Description of the Offered
                                            Certificates--Payments--Payments of
                                            Prepayment Premiums and Yield
                                            Maintenance Charges" in this
                                            prospectus supplement, to--

                                            o   the holders of any of the class
                                                A-1, class A-2, class A-3, class
                                                A-4, class A-5, class A-6, class
                                                A-J, class B, class C, class D,
                                                class E, class F, class G and
                                                class H certificates that are
                                                then entitled to receive
                                                payments of principal on that
                                                payment date, as described in
                                                this prospectus supplement, to
                                                the extent funds are available,

                                            o   prior to        , any remaining
                                                amounts,    % to the holder of
                                                the class XP certificates and  %
                                                to the holders of the class XC
                                                certificates, and

                                            o   after    , any remaining amounts
                                                to the holders of the class XC
                                                certificates.

REDUCTIONS OF CERTIFICATE PRINCIPAL
     BALANCES IN CONNECTION WITH LOSSES
     ON THE UNDERLYING MORTGAGE LOANS
     AND DEFAULT-RELATED AND OTHER
     UNANTICIPATED EXPENSES.................Future losses on the underlying
                                            mortgage loans and/or
                                            default-related and other
                                            unanticipated expenses of the trust
                                            may cause the total principal
                                            balance of the mortgage pool, net of
                                            advances of principal, to fall below
                                            the total principal balance of the
                                            series 2005-GG3 certificates. If and
                                            to the extent that losses and
                                            expenses on the mortgage loans cause
                                            a deficit to exist following the
                                            payments made on the series 2005-GG3
                                            certificates on any payment date,
                                            the total principal balances of the
                                            following classes of series 2005-GG3
                                            certificates will be sequentially
                                            reduced in the following order,
                                            until that deficit is eliminated:

                                            REDUCTION ORDER       CLASS
                                            --------------- --------------------
                                                  1st               P
                                                  2nd               O
                                                  3rd               N
                                                  4th               M
                                                  5th               L
                                                  6th               K
                                                  7th               J
                                                  8th               H
                                                  9th               G
                                                 10th               F
                                                 11th               E
                                                 12th               D
                                                 13th               C
                                                 14th               B
                                                 15th              A-J
                                                 16th       A-1, A-2, A-3, A-4,
                                                               A-5 and A-6

                                            Any reduction to the respective
                                            total principal balances of the
                                            class A-1, class A-2, class A-3,
                                            class A-4, class A-5 and class A-6
                                            certificates will be made on a pro
                                            rata basis in accordance with the
                                            relative sizes of those principal
                                            balances.
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                                      S-20


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                                            Any losses and expenses that are
                                            associated with any of the mortgage
                                            loans secured by the Grand Canal
                                            Shoppes at the Venetian and the 1370
                                            Avenue of the Americas properties
                                            (i.e., the mortgage loans that are
                                            part of a split loan structure that
                                            is comprised only of pari passu
                                            mortgage loans) will generally be
                                            allocated pro rata among the pari
                                            passu mortgage loans secured by the
                                            respective properties in accordance
                                            with the related intercreditor
                                            agreement or co-lender agreement, as
                                            applicable. In each case, the
                                            portion of such losses and expenses
                                            that is allocated to the mortgage
                                            loan will be allocated among the
                                            series 2005-GG3 certificates in the
                                            manner described above.

                                            See "Description of the Offered
                                            Certificates--Reductions of
                                            Certificate Principal Balances in
                                            Connection With Realized Losses and
                                            Additional Trust Fund Expenses" in
                                            this prospectus supplement.

ADVANCES OF DELINQUENT
     MONTHLY DEBT SERVICE PAYMENTS..........Except as described below in this
                                            subsection, the master servicer will
                                            be required to make advances with
                                            respect to any delinquent scheduled
                                            debt service payments, other than
                                            balloon payments, due on the
                                            mortgage loans, in each case net of
                                            related master servicing fees (which
                                            include any applicable primary
                                            servicing fees) and workout fees. In
                                            addition, the trustee must make any
                                            of those advances that the master
                                            servicer is required, but fails, to
                                            make, and the fiscal agent must make
                                            any of those advances that the
                                            trustee is required, but fails, to
                                            make. As described under
                                            "Description of the Offered
                                            Certificates--Advances of Delinquent
                                            Monthly Debt Service Payments" in
                                            this prospectus supplement, any
                                            party that makes an advance will be
                                            entitled to be reimbursed for the
                                            advance, together with interest at
                                            the prime rate described in that
                                            section of this prospectus
                                            supplement.

                                            Notwithstanding the foregoing, none
                                            of the master servicer, the trustee
                                            or the fiscal agent will be required
                                            to make any advance that it or the
                                            special servicer determines will not
                                            be recoverable from proceeds of the
                                            related mortgage loan.

                                            In addition, if any of the adverse
                                            events or circumstances that we
                                            refer to under "Servicing Under the
                                            Pooling and Servicing Agreement--
                                            Required Appraisals" in, and
                                            identify in the glossary to, this
                                            prospectus supplement, occurs or
                                            exists with respect to any mortgage
                                            loan or the mortgaged property for
                                            that mortgage loan (excluding the
                                            non-serviced mortgage loans), a new
                                            appraisal (or, in some cases
                                            involving mortgage loans or
                                            mortgaged properties with principal
                                            balances or allocated loan amounts,
                                            as the case may be, of less than
                                            $2,000,000, a valuation estimate of
                                            that property) must be obtained or
                                            conducted. If, based on that
                                            appraisal or other valuation, it is
                                            determined that the principal
                                            balance of, and other delinquent
                                            amounts due under, the mortgage
                                            loan, exceed an amount equal to--

                                            o   90% of the new estimated value
                                                of that real property, plus

                                            o   certain escrows and reserves and
                                                any letters of credit
                                                constituting additional security
                                                for the mortgage loan, minus

                                            o   the amount of any obligations
                                                secured by liens on the
                                                property, which liens are prior
                                                to the lien of the mortgage
                                                loan,

                                            then the amount otherwise required
                                            to be advanced with respect to that
                                            mortgage loan will be reduced. The
                                            reduction will generally be in the
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                                      S-21


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                                            same proportion that the excess,
                                            sometimes referred to as an
                                            appraisal reduction amount, bears to
                                            the principal balance of the
                                            mortgage loan, net of related
                                            advances of principal. Due to the
                                            payment priorities, any reduction in
                                            advances on the mortgage loans will
                                            reduce the funds available to pay
                                            interest on the most subordinate
                                            interest-bearing class of series
                                            2005-GG3 certificates then
                                            outstanding.

                                            With respect to the mortgage loans
                                            that are in a split loan structure
                                            and are being serviced pursuant to a
                                            pooling and servicing agreement
                                            entered into in connection with
                                            another securitization,

                                            o   in the case of the mortgage
                                                loans secured by the Grand Canal
                                                Shoppes at the Venetian and 1370
                                                Avenue of the Americas
                                                properties, which are each part
                                                of a split loan structure, the
                                                master servicer under this
                                                pooling agreement is the party
                                                that is responsible for making
                                                P&I advances for the mortgage
                                                loan in that split loan
                                                structure that is included in
                                                this trust, and

                                            o   the mortgage loans secured by
                                                the Grand Canal Shoppes at the
                                                Venetian property and the 1370
                                                Avenue of the Americas property
                                                will be subject to appraisal
                                                reduction provisions under the
                                                applicable pooling and servicing
                                                agreement that are similar, but
                                                may not be identical, to the
                                                appraisal reduction provisions
                                                described above.

                                            See "Description of the Offered
                                            Certificates--Advances of Delinquent
                                            Monthly Debt Service Payments" and
                                            "Servicing Under the Pooling and
                                            Servicing Agreement--Required
                                            Appraisals" in this prospectus
                                            supplement. See also "Description of
                                            the Certificates--Advances" in the
                                            accompanying prospectus.

REPORTS TO CERTIFICATEHOLDERS.............  On each payment date, the trustee
                                            will make available to the
                                            registered holders of the series
                                            2005-GG3 certificates a monthly
                                            report substantially in the form of
                                            Annex E to this prospectus
                                            supplement. The trustee's report
                                            will detail among other things, the
                                            payments made to the series 2005-GG3
                                            certificateholders on that payment
                                            date and the performance of the
                                            mortgage loans in the trust and the
                                            mortgaged properties.

                                            Upon reasonable prior notice, you
                                            may also review at the trustee's
                                            offices during normal business hours
                                            a variety of information and
                                            documents that pertain to the
                                            mortgage loans in the trust and the
                                            properties securing those mortgage
                                            loans. We expect that the available
                                            information and documents will
                                            include loan documents, borrower
                                            operating statements, rent rolls and
                                            property inspection reports, to the
                                            extent received by the trustee.

                                            See "Description of the Offered
                                            Certificates--Reports to
                                            Certificateholders; Available
                                            Information" in this prospectus
                                            supplement.

OPTIONAL TERMINATION......................  Specified parties to the transaction
                                            may terminate the trust by
                                            purchasing the remaining trust
                                            assets when the total principal
                                            balance of the mortgage pool, net of
                                            advances of principal, is less than
                                            1.0% of the initial mortgage pool
                                            balance. See "Description of the
                                            Offered Certificates--Termination"
                                            in this prospectus supplement.
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                                      S-22


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           THE UNDERLYING MORTGAGE LOANS AND THE MORTGAGED PROPERTIES

GENERAL...................................  In this section, "--The Underlying
                                            Mortgage Loans and the Mortgaged
                                            Properties," we provide summary
                                            information with respect to the
                                            mortgage loans that we intend to
                                            include in the trust. For more
                                            detailed information regarding those
                                            mortgage loans, you should review
                                            the following sections in this
                                            prospectus supplement:

                                            o   "Description of the Mortgage
                                                Pool";

                                            o   "Risk Factors--Risks Related to
                                                the Underlying Mortgage Loans";

                                            o   "Annex A--Certain
                                                Characteristics of the
                                                Underlying Mortgage Loans"; and

                                            o   "Annex B--Structural and
                                                Collateral Term Sheet."

                                            When reviewing the information that
                                            we have included in this prospectus
                                            supplement with respect to the
                                            mortgage loans that are to back the
                                            offered certificates, please note
                                            that--

                                            o   All numerical information
                                                provided with respect to the
                                                mortgage loans is provided on an
                                                approximate basis.

                                            o   The sum of the numerical data in
                                                any column of any table
                                                presented in this prospectus
                                                supplement may not equal the
                                                indicated total due to rounding.

                                            o   All weighted average information
                                                provided with respect to the
                                                mortgage loans reflects a
                                                weighting based on their
                                                respective cut-off date
                                                principal balances. We will
                                                transfer the cut-off date
                                                principal balance for each of
                                                the mortgage loans to the trust.
                                                We show the cut-off date
                                                principal balance for each of
                                                the mortgage loans on Annex A to
                                                this prospectus supplement.

                                            o   If any of the mortgage loans is
                                                secured by multiple properties
                                                located in more than one state,
                                                a portion of the principal
                                                balance of that mortgage loan
                                                has been allocated to each of
                                                those properties.

                                            o   When information with respect to
                                                mortgaged properties is
                                                expressed as a percentage of the
                                                initial mortgage pool balance,
                                                the percentages are based upon
                                                the cut-off date principal
                                                balances of the related mortgage
                                                loans or the portions of those
                                                balances allocated to such
                                                properties.

                                            o   Certain of the mortgage loans
                                                are secured by a mortgaged
                                                property that also secures
                                                another loan that is not
                                                included in the trust, which
                                                mortgage loan may be
                                                subordinated to or pari passu in
                                                right of payment with the other
                                                mortgage loan included in the
                                                trust. See "Description of the
                                                Mortgage Pool--Split Loan
                                                Structure" and "--Additional
                                                Loan and Property Information--
                                                Other Financing" in this
                                                prospectus supplement.

                                            o   All information presented in
                                                this prospectus supplement with
                                                respect to a mortgage loan with
                                                a pari passu or subordinate
                                                companion loan was calculated
                                                without regard to the related
                                                pari passu or subordinate
                                                companion loan, unless otherwise
                                                indicated.
--------------------------------------------------------------------------------

                                      S-23


--------------------------------------------------------------------------------

                                            o   The loan amount used in this
                                                prospectus supplement for
                                                purposes of calculating the
                                                loan-to-value ratio, debt
                                                service coverage ratio and loan
                                                per square foot/unit for each of
                                                the mortgage loans in a split
                                                loan structure with pari passu
                                                companion loans is the aggregate
                                                principal balance of the
                                                mortgage loan and the related
                                                pari passu companion loans.

                                            o   Statistical information
                                                regarding the mortgage loans may
                                                change prior to the date of
                                                initial issuance of the offered
                                                certificates due to changes in
                                                the composition of the mortgage
                                                pool prior to that date.

SOURCE OF THE UNDERLYING
     MORTGAGE LOANS.........................We are not the originator of any of
                                            the mortgage loans that we intend to
                                            include in the trust. We will
                                            acquire those mortgage loans from
                                            the mortgage loan sellers, pursuant
                                            to corresponding mortgage loan
                                            purchase agreements, each dated as
                                            of February 10, 2005. The mortgage
                                            loans were originated by the
                                            entities as described under
                                            "--Originators" above.

                                            Greenwich Capital Financial
                                            Products, Inc., a mortgage loan
                                            seller, is an affiliate of us and of
                                            Greenwich Capital Markets, Inc., a
                                            co-lead underwriter.

                                            Goldman Sachs Mortgage Company, a
                                            mortgage loan seller, is an
                                            affiliate of Goldman, Sachs & Co., a
                                            co-lead underwriter, and Archon
                                            Financial, L.P., an originator.

                                            See "Description of the Mortgage
                                            Pool--The Mortgage Loan Sellers and
                                            Originators" in this prospectus
                                            supplement.

PAYMENT AND OTHER TERMS...................  Each of the mortgage loans that we
                                            intend to include in the trust is
                                            the obligation of a borrower to
                                            repay a specified sum with a fixed
                                            rate of interest.

                                            The repayment obligation of each of
                                            the mortgage loans that we intend to
                                            include in the trust is evidenced by
                                            a promissory note executed by the
                                            related borrower and is secured by a
                                            mortgage lien on the fee and/or
                                            leasehold interest of the related
                                            borrower or another party in one or
                                            more commercial or multifamily
                                            properties. Except for limited
                                            permitted encumbrances, which we
                                            identify in the glossary to this
                                            prospectus supplement, each mortgage
                                            lien will be a first priority lien.

                                            All of the mortgage loans that we
                                            intend to include in the trust are
                                            or should be considered nonrecourse.
                                            None of those mortgage loans is
                                            insured or guaranteed by any
                                            governmental agency or
                                            instrumentality or by any private
                                            mortgage insurer or by the
                                            depositor, the underwriters, any
                                            mortgage loan seller, or any other
                                            party.

                                            Each of the mortgage loans that we
                                            intend to include in the trust
                                            currently accrues interest at the
                                            annual rate specified with respect
                                            to that loan on Annex A to this
                                            prospectus supplement. The mortgage
                                            interest rate for each mortgage loan
                                            is, in the absence of default, fixed
                                            for the entire term of the loan.

                                            Subject, in some cases, to a next
                                            business day convention and grace
                                            periods, (x) 73 of the mortgage
                                            loans, representing 51.6% of the
                                            initial mortgage pool balance,
                                            provide for scheduled payments of
                                            principal and/or interest to be due
                                            on the first day of each month and
                                            (y) 69 of
--------------------------------------------------------------------------------

                                      S-24


--------------------------------------------------------------------------------

                                            the mortgage loans, representing
                                            46.5% of the initial mortgage pool
                                            balance, provide for scheduled
                                            payments of principal and/or
                                            interest to be due on the sixth day
                                            of each month. The mortgage loan
                                            identified on Annex A to this
                                            prospectus supplement as 1370 Avenue
                                            of the Americas provides for
                                            scheduled payments of principal
                                            and/or interest to be due on the
                                            eighth day of each month, subject to
                                            a preceding business day convention.

                                            Sixty-six of the mortgage loans,
                                            representing 36.2% of the initial
                                            mortgage pool balance, provide for
                                            monthly payments of principal and
                                            interest with amortization schedules
                                            that are significantly longer than
                                            their respective remaining terms to
                                            stated maturity and a substantial
                                            balloon payment of principal on each
                                            of their respective maturity dates.

                                            Fifty-nine of the mortgage loans,
                                            representing 39.4% of the initial
                                            mortgage pool balance, require
                                            payments of interest only to be due
                                            on each due date until the
                                            expiration of a designated
                                            interest-only period, and the
                                            amortization of principal commencing
                                            on the due date following the
                                            expiration of that interest-only
                                            period.

                                            Fifteen of the mortgage loans,
                                            representing 23.5% of the initial
                                            mortgage pool balance, require
                                            payments of interest only to be due
                                            on each due date and the repayment
                                            of the full principal balance on its
                                            maturity date.

                                            Three of the mortgage loans,
                                            representing 0.9% of the initial
                                            mortgage pool balance, are fully
                                            amortizing mortgage loans.

SPLIT LOAN STRUCTURE......................  The mortgage loans identified in the
                                            table below are each part of a split
                                            loan structure, comprised of two or
                                            more mortgage loans that are secured
                                            by a single mortgage instrument on
                                            the same mortgaged property. The
                                            mortgage loans in a split loan
                                            structure that are not included in
                                            the mortgage pool (also referred to
                                            as companion loans) may be
                                            subordinated and/or pari passu in
                                            right of payment with the mortgage
                                            loan included in the trust.

                                            The payment priority between the
                                            mortgage loans in a split loan
                                            structure are as follows--

                                            o   with respect to the mortgage
                                                loans identified in the table
                                                below as 1440 Broadway, Shops at
                                                Wailea, 2040 Main Street,
                                                Birtcher/Charlesbank Office
                                                Portfolio and Toringdon II
                                                (which are each comprised of one
                                                senior and one subordinated
                                                mortgage loan), prior to certain
                                                defaults the mortgage loan in
                                                the trust and the mortgage loan
                                                outside the trust are generally
                                                pari passu in right of payment
                                                and subsequent to such defaults
                                                the mortgage loan in the trust
                                                is senior in right of payment to
                                                the subordinate mortgage loan
                                                outside the trust;

                                            o   with respect to the mortgage
                                                loans identified in the table
                                                below as Grand Canal Shoppes at
                                                the Venetian and 1370 Avenue of
                                                the Americas, each of those
                                                mortgage loans is always pari
                                                passu in right of payment.

                                            See "Description of the Mortgage
                                            Pool--Split Loan Structure."
--------------------------------------------------------------------------------

                                      S-25




                                          TRUST
                                        MORTGAGE
                                        LOAN AS A
                                      % OF INITIAL   AGGREGATE                                 CONTROLLING
                                        MORTGAGE     NON-TRUST      NON-TRUST      NON-TRUST    POOLING &     INITIAL     INITIAL
                       TRUST MORTGAGE     POOL       MORTGAGE        B NOTE       PARI PASSU    SERVICING      MASTER     SPECIAL
  MORTGAGE LOAN         LOAN BALANCE     BALANCE   LOAN BALANCE      BALANCE      LOAN BALANCE  AGREEMENT(6) SERVICER(7) SERVICER(8)
----------------------  -------------- ----------- ------------     -----------   ------------  ----------- ------------ -----------

Grand Canal Shoppes at
  the Venetian........  $234,752,792(1)    6.5%    $188,198,441(2)      N/A       $188,198,441(3) 2004-GG2  Wells Fargo  Lennar
1440 Broadway.........  $225,000,000       6.2%     $15,000,000     $15,000,000       N/A         2005-GG3     GMAC       GMAC
Shops at Wailea.......  $112,000,000       3.1%      $8,000,000      $8,000,000       N/A         2005-GG3     GMAC       GMAC
2040 Main Street......   $75,776,163       2.1%     $11,964,657     $11,964,657       N/A         2005-GG3     GMAC       GMAC
1370 Avenue of the
  Americas............   $67,500,000       1.9%     $82,500,000(4)      N/A       $82,500,000(5)       (9)        (9)        (9)
Birtcher/Charlesbank
  Office Portfolio....   $48,200,000       1.3%      $4,500,000      $4,500,000        N/A         2005-GG3     GMAC       GMAC
Toringdon II..........    $8,850,000       0.2%        $550,000        $550,000        N/A         2005-GG3     GMAC       GMAC

                                            ----------

                                            (1)  The mortgage loan in the trust
                                                 that is secured by the Grand
                                                 Canal Shoppes at the Venetian
                                                 property is comprised of four
                                                 separate pari passu notes. The
                                                 figures in this prospectus
                                                 supplement present this
                                                 mortgage loan on an aggregate
                                                 basis unless otherwise
                                                 indicated.

                                            (2)  This figure represents two pari
                                                 passu mortgage loans in the
                                                 aggregate original principal
                                                 amount of $190,000,000 that are
                                                 not part of the mortgage pool.

                                            (3)  Comprised of two separate pari
                                                 passu mortgage notes.

                                            (4)  This figure represents two pari
                                                 passu mortgage loans in the
                                                 aggregate original principal
                                                 amount of $82,500,000 that are
                                                 not part of the mortgage pool.

                                            (5)  Comprised of two separate pari
                                                 passu mortgage notes.

                                            (6)  2005-GG3 refers to the pooling
                                                 and servicing agreement for
                                                 this transaction. 2004-GG2
                                                 refers to the pooling and
                                                 servicing agreement entered
                                                 into in connection with the GS
                                                 Mortgage Securities Corporation
                                                 II, as depositor, Commercial
                                                 Mortgage Pass-Through
                                                 Certificates Series 2004-GG2.

                                            (7)  Wells Fargo refers to Wells
                                                 Fargo Bank National Association
                                                 and GMAC refers to GMAC
                                                 Commercial Mortgage
                                                 Corporation.

                                            (8)  Lennar refers to Lennar
                                                 Partners, Inc. and GMAC refers
                                                 to GMAC Commercial Mortgage
                                                 Corporation.

                                            (9)  See "--Servicing of the 1370
                                                 Avenue of the Americas Loan"
                                                 above.

DELINQUENCY STATUS........................  None of the mortgage loans that we
                                            intend to include in the trust were
                                            30 days or more delinquent with
                                            respect to any monthly debt service
                                            payment as of the cut-off date or at
                                            any time during the 12-month period
                                            preceding that date.

LOCKBOX TERMS.............................  Fifty-one of the mortgage loans,
                                            representing 79.9% of the initial
                                            mortgage pool balance, contain
                                            provisions for the payment of all
                                            rent and/or other income derived
                                            from the related mortgaged
                                            properties into a lockbox account.

                                            The above-referenced mortgage loans
                                            provide for the following types of
                                            lockbox accounts:



                                                                                         NUMBER       % OF INITIAL
                                                                                       OF MORTGAGE      MORTGAGE
                                                         TYPE OF LOCKBOX                  LOANS       POOL BALANCE
                                            ----------------------------------------   -----------    ------------

                                            Hard....................................        43            74.5%
                                            Soft....................................         8             5.3%


                                            In general, "hard" means that
                                            tenants at the mortgaged property
                                            have been instructed to send rent
                                            payments directly to the lockbox
                                            bank; "soft" means that tenants send
                                            or deliver rent payments to the
                                            borrower or property manager who is
                                            required to send rents to the
                                            lockbox account. A more complete
                                            description of "soft" and "hard"
                                            lockbox accounts with respect to the
                                            above referenced mortgage loans is
                                            set
--------------------------------------------------------------------------------

                                      S-26


--------------------------------------------------------------------------------

                                            forth under "Description of the
                                            Mortgage Pool--Additional Loan and
                                            Property Information--Lockboxes" in
                                            this prospectus supplement.

PREPAYMENT LOCK-OUT
     PERIODS AND DEFEASANCE.................One hundred forty-three of the
                                            mortgage loans, representing 100.0%
                                            of the initial mortgage pool
                                            balance, contain provisions for a
                                            prepayment lock-out period that is
                                            currently in effect. A lock-out
                                            period is a period during which the
                                            principal balance of a mortgage loan
                                            may not be voluntarily prepaid in
                                            whole or in part. See "Description
                                            of the Mortgage Pool--Terms and
                                            Conditions of the Trust Mortgage
                                            Loans--Prepayment Provisions" in
                                            this prospectus supplement.

                                            One hundred twenty-eight of the
                                            mortgage loans, representing 88.5%
                                            of the initial mortgage pool
                                            balance, provide for a period,
                                            during the prepayment lock-out
                                            period, when voluntary prepayments
                                            are still prohibited but the related
                                            borrower may defease the loan in
                                            full or, in certain cases, in part,
                                            and obtain a full or (if applicable)
                                            partial release of the mortgaged
                                            property from the mortgage lien by
                                            delivering acceptable U.S. Treasury
                                            securities or other acceptable
                                            "government securities," as such
                                            term is defined under section
                                            2(a)(16) of the Investment Company
                                            Act of 1940, as substitute
                                            collateral for the mortgage loan.
                                            None of the mortgage loans permits
                                            defeasance prior to the second
                                            anniversary of the date of initial
                                            issuance of the offered
                                            certificates.

                                            Eleven of the mortgage loans,
                                            representing 1.4% of the initial
                                            mortgage pool balance, provide for a
                                            period, following the initial
                                            prepayment lock-out period, when the
                                            loan is prepayable together with a
                                            yield maintenance charge or
                                            prepayment premium, but does not
                                            provide for defeasance.

                                            Two of the mortgage loans,
                                            representing 6.2% of the initial
                                            mortgage pool balance, provide for a
                                            period following the initial
                                            prepayment lock-out period, during
                                            which the borrower has the option of
                                            defeasing or prepaying the mortgage
                                            loan (which, in the case of
                                            prepayment will include an amount
                                            equal to the greater of 1% of the
                                            amount being prepaid and a yield
                                            maintenance charge).

                                            One of the mortgage loans,
                                            representing 3.7% of the initial
                                            mortgage pool balance, provides for
                                            a period, following the initial
                                            prepayment lock-out period, when the
                                            loan is prepayable together with a
                                            yield maintenance change or
                                            prepayment premium (which, for a
                                            21-month period following the
                                            lock-out period, will be an amount
                                            equal to the greater of 2% of the
                                            amount being prepaid and a yield
                                            maintenance charge and, for the
                                            following 9-month period, will be an
                                            amount equal to the greater of 1% of
                                            the amount being prepaid and a yield
                                            maintenance charge), but does not
                                            provide for defeasance.

                                            One of the mortgage loans,
                                            representing 0.2% of the initial
                                            mortgage pool balance, provides for
                                            a period, following the initial
                                            prepayment lock-out period, when the
                                            loan is prepayable with an amount
                                            equal to the yield maintenance
                                            charge plus 1% of the amount being
                                            prepaid, but does not provide for
                                            defeasance.
--------------------------------------------------------------------------------

                                      S-27


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                                            Set forth below is information
                                            regarding the remaining terms of the
                                            lock-out period for those mortgage
                                            loans that currently provide for a
                                            prepayment lock-out period:



                                            Maximum remaining lock-out period........................  209 months
                                            Minimum remaining lock-out period........................   24 months
                                            Weighted average remaining lock-out period...............   81 months


                                            Generally each of the mortgage loans
                                            is freely prepayable with no
                                            prepayment premium or yield
                                            maintenance premium for a specified
                                            open period (generally from one to
                                            six months) prior to its maturity
                                            date.

PROPERTY, LIABILITY AND OTHER
     INSURANCE..............................The loan documents for each of the
                                            mortgage loans that we intend to
                                            include in the trust generally
                                            require the related borrower to
                                            maintain or cause to be maintained
                                            with respect to the corresponding
                                            mortgaged property the following
                                            insurance coverage--

                                            o   property insurance;

                                            o   flood insurance, if applicable;

                                            o   comprehensive general liability
                                                insurance against claims for
                                                personal and bodily injury,
                                                death or property damage
                                                occurring on, in or about the
                                                insured property; and

                                            o   business interruption or rent
                                                loss insurance.

                                            Substantially all of the mortgage
                                            loans that we intend to include in
                                            the trust provide that the borrowers
                                            are required to maintain full or
                                            partial insurance coverage for
                                            property damage to the related
                                            mortgaged property against certain
                                            acts of terrorism (except that the
                                            requirement to obtain such insurance
                                            coverage may be subject to, in
                                            certain instances, the commercial
                                            availability of that coverage,
                                            certain limitations with respect to
                                            the cost thereof and/or whether such
                                            hazards are at the time commonly
                                            insured against for property similar
                                            to such mortgaged properties and
                                            located in or around the region in
                                            which such mortgaged property is
                                            located) through either (a) a direct
                                            covenant specifically requiring
                                            terrorism coverage or (b) through a
                                            general provision requiring the
                                            borrowers to provide such additional
                                            insurance coverage as lender may
                                            reasonably require to protect its
                                            interests or to cover such hazards
                                            as are commonly insured against for
                                            similarly situated properties.
                                            Substantially all of the borrowers
                                            have obtained the required insurance
                                            against damage caused by terrorism,
                                            although most of those policies have
                                            exclusions that provide that
                                            coverage will not apply for damage
                                            caused by nuclear, chemical or
                                            biological events.

                                            See "Risk Factors--Risks Related to
                                            the Underlying Mortgage Loans--The
                                            Absence of or Inadequacy of
                                            Insurance Coverage on the Mortgaged
                                            Properties May Adversely Affect
                                            Payments on Your Certificates" and
                                            "Description of the Mortgage
                                            Pool--Additional Loan and Property
                                            Information--Property, Liability and
                                            Other Insurance" in this prospectus
                                            supplement.
--------------------------------------------------------------------------------

                                      S-28


--------------------------------------------------------------------------------

ADDITIONAL STATISTICAL INFORMATION

A.   GENERAL CHARACTERISTICS..............  The mortgage pool will have the
                                            following general characteristics as
                                            of the cut-off date:(1)



                                            Initial mortgage pool balance..........................    $3,604,902,433
                                            Number of mortgage loans...............................               143
                                            Number of mortgaged properties.........................               159
                                            Maximum cut-off date principal balance.................      $250,391,108
                                            Minimum cut-off date principal balance.................        $1,119,979
                                            Average cut-off date principal balance.................       $25,209,108
                                            Maximum mortgage interest rate.........................            6.756%
                                            Minimum mortgage interest rate.........................            4.430%
                                            Weighted average mortgage interest rate................            5.458%
                                            Maximum original term to maturity .....................        240 months
                                            Minimum original term to maturity .....................         59 months
                                            Weighted average original term to maturity.............         94 months
                                            Maximum remaining term to maturity.....................        234 months
                                            Minimum remaining term to maturity.....................         51 months
                                            Weighted average remaining term to maturity............         91 months
                                            Weighted average underwritten debt service coverage
                                               ratio(2)(3).........................................             1.63x
                                            Weighted average cut-off date loan-to-appraised value
                                               ratio(2) (3)........................................             68.3%


                                            ----------
                                            (1)  The initial mortgage pool
                                                 balance and all other financial
                                                 and statistical information
                                                 provided herein, unless
                                                 indicated otherwise, are based
                                                 on the cut-off date principal
                                                 balances of the mortgage loans
                                                 and exclude any subordinate or
                                                 pari passu mortgage loans. See
                                                 "--The Underlying Mortgage
                                                 Loans and the Mortgaged
                                                 Properties--General" earlier in
                                                 this prospectus supplement.

                                            (2)  The calculation of the weighted
                                                 average underwritten debt
                                                 service coverage ratio and the
                                                 weighted average cut-off date
                                                 loan-to-appraised value ratio
                                                 includes pari passu mortgage
                                                 loans as described in the
                                                 following paragraphs.

                                            (3)  With respect to the mortgage
                                                 loans identified on Annex A to
                                                 this prospectus supplement as
                                                 North Star Mall, Grand Canal
                                                 Shoppes at the Venetian, Mall
                                                 St. Matthews, Groton Estates,
                                                 Bloomfield Park Gateway Center,
                                                 Prairie Glen Medical Office
                                                 Buildings B and C and Palmer
                                                 Park Shopping Center, DSCR and
                                                 LTV were calculated net of any
                                                 earnout reserve or performance
                                                 guarantee.

                                            The initial mortgage pool balance is
                                            equal to the total cut-off date
                                            principal balance of the mortgage
                                            pool and is subject to a permitted
                                            variance of plus or minus 5%.

                                            Except as otherwise described in the
                                            next sentence or in the footnotes to
                                            Annex A, the underwritten debt
                                            service coverage ratio for any
                                            mortgage loan is equal to the
                                            underwritten annual net cash flow
                                            for the related mortgaged property,
                                            divided by the product of 12 times
                                            the monthly debt service payment due
                                            in respect of that mortgage loan on
                                            the first due date following the
                                            cut-off date or, if it is currently
                                            in an interest-only period, on the
                                            first due date after the
                                            commencement of the scheduled
                                            amortization. In the case of the
                                            mortgage loans secured by the
                                            mortgaged properties identified on
                                            Annex A to this prospectus
                                            supplement as North Star Mall, Grand
                                            Canal Shoppes at the Venetian, Mall
                                            St. Matthews, Groton Estates,
                                            Bloomfield Park Gateway Center,
--------------------------------------------------------------------------------

                                      S-29


                                            Prairie Glen Medical Office
                                            Buildings B and C and Palmer Park
                                            Shopping Center, underwritten DSCR
                                            was calculated based on the monthly
                                            debt service that would be in place
                                            based on a loan balance that was
                                            reduced by the amount of any earnout
                                            reserve or performance guarantee.
                                            With respect to the mortgage loans
                                            that are part of a split loan
                                            structure, the underwritten debt
                                            service coverage ratio is equal to
                                            the underwritten annual net cash
                                            flow for such mortgaged property,
                                            divided by 12 times the monthly debt
                                            service payment due (for a 30-day
                                            month) in respect of the mortgage
                                            loan included in the trust fund plus
                                            each non-trust pari passu mortgage
                                            loan in that split loan structure,
                                            if any, without regard to the
                                            monthly debt service that is due in
                                            connection with any subordinate
                                            mortgage loan in that split loan
                                            structure net of any earnout or
                                            guarantee.

                                            Except as otherwise described below
                                            in this paragraph, the cut-off date
                                            loan-to-appraised value ratio for
                                            any mortgage loan to be included in
                                            the trust is equal to its cut-off
                                            date principal balance, divided by
                                            the estimated value of the related
                                            mortgaged property as set forth in
                                            the third-party appraisal obtained
                                            in connection with origination (or
                                            as subsequently updated). Consistent
                                            with the foregoing, in the case of
                                            each of the mortgage loans that are
                                            part of a split loan structure, the
                                            cut-off date principal balance used
                                            in the calculation of cut-off date
                                            loan-to-appraised value ratio
                                            includes the cut-off date principal
                                            balance of the mortgage loan plus
                                            any related non-trust pari passu
                                            mortgage loan, but excludes the
                                            principal balance of any subordinate
                                            mortgage loan in that split loan
                                            structure. In the case of the
                                            mortgage loans secured by the
                                            mortgaged properties identified on
                                            Annex A to this prospectus
                                            supplement as North Star Mall, Grand
                                            Canal Shoppes at the Venetian, Mall
                                            St. Matthews, Groton Estates,
                                            Bloomfield Park Gateway Center,
                                            Prairie Glen Medical Office
                                            Buildings B and C and Palmer Park
                                            Shopping Center, the cut-off date
                                            LTV was calculated based on a
                                            cut-off date balance that was
                                            reduced by the amount of any earnout
                                            reserve or performance guarantee.

B.   GEOGRAPHIC CONCENTRATION.............  The table below shows the number of,
                                            and percentage of the initial
                                            mortgage pool balance secured by,
                                            mortgaged properties located in the
                                            indicated jurisdiction:



                                                                                                 % OF INITIAL
                                                                                  NUMBER OF        MORTGAGE
                                                         JURISDICTION             PROPERTIES     POOL BALANCE
                                            ------------------------------------- ----------     ------------

                                            Texas................................      11            16.3%
                                            New York.............................       7            16.2%
                                            California...........................      29            12.2%
                                            Nevada...............................      12             8.7%
                                            Hawaii...............................       3             6.3%


                                            The remaining mortgaged properties
                                            with respect to the mortgage pool
                                            are located throughout 29 other
                                            states and the District of Columbia.
                                            No more than 4.8% of the initial
                                            mortgage pool balance is secured by
                                            mortgaged properties located in any
                                            of these other states or the
                                            District of Columbia.
--------------------------------------------------------------------------------

                                      S-30


--------------------------------------------------------------------------------

C.   PROPERTY TYPES.......................  The table below shows the number of,
                                            and percentage of the initial
                                            mortgage pool balance secured by,
                                            mortgaged properties predominantly
                                            operated for each indicated purpose:



                                                                                                    % OF INITIAL
                                                                                     NUMBER OF        MORTGAGE
                                                                                     PROPERTIES     POOL BALANCE
                                                                                     ----------     ------------

                                            Office................................        70             48.9%
                                            Retail................................        59             37.1%
                                                Regional Mall                              7             25.7%
                                                Anchored                                  25              7.1%
                                                Shadow Anchored                           18              2.9%
                                                Unanchored                                 7              1.1%
                                                Single Tenant                              2              0.1%
                                            Hospitality...........................         8              8.8%
                                            Multifamily...........................        16              4.2%
                                            Industrial............................         5              0.9%
                                            Self-Storage..........................         1              0.1%


D.   ENCUMBERED INTERESTS.................  The table below shows the number of,
                                            and percentage of the initial
                                            mortgage pool balance secured by,
                                            mortgaged properties for which the
                                            whole or predominant encumbered
                                            interest is as indicated:



                                                                                       NUMBER OF      % OF INITIAL
                                                  ENCUMBERED INTEREST IN THE           MORTGAGED        MORTGAGE
                                                   MORTGAGED REAL PROPERTY             PROPERTIES     POOL BALANCE
                                            -----------------------------------------  ----------     ------------

                                            Fee simple...............................      147             83.0%
                                            Fee simple in part and leasehold in part.        7             11.0%
                                            Leasehold................................        5              6.0%


                                            It should be noted that each
                                            mortgage loan secured by overlapping
                                            fee and leasehold interests or by a
                                            predominant fee interest and a
                                            relatively minor leasehold interest,
                                            is presented as being secured by a
                                            fee simple interest in this
                                            prospectus supplement and is
                                            therefore included within the
                                            category referred to as "fee simple"
                                            in the chart above.

                       LEGAL AND INVESTMENT CONSIDERATIONS

FEDERAL INCOME TAX CONSEQUENCEs...........  The trustee or its agent will make
                                            elections to treat designated
                                            portions of the assets of the trust
                                            as two separate real estate mortgage
                                            investment conduits, or REMICs,
                                            under sections 860A through 860G of
                                            the Internal Revenue Code of 1986,
                                            as amended. Those two REMICs are as
                                            follows:

                                            o   REMIC I, which will consist of,
                                                among other things, the mortgage
                                                loans that are included in the
                                                trust; and

                                            o   REMIC II, which will hold the
                                                regular interests in REMIC I.

                                            The offered certificates will be
                                            treated as regular interests in
                                            REMIC II. This means that they will
                                            be treated as newly issued debt
                                            instruments for federal income tax
                                            purposes. You will have to report
                                            income on your offered certificates
                                            in accordance with the accrual
                                            method of accounting even if you are
                                            otherwise a cash method taxpayer.

                                            [It is anticipated that each class
                                            of offered certificates will be
                                            issued at a premium for federal
                                            income tax purposes.]

                                            When determining the rate of accrual
                                            of original issue discount, market
                                            discount and premium, if any, for
                                            federal income tax purposes, the
--------------------------------------------------------------------------------

                                      S-31


--------------------------------------------------------------------------------

                                            prepayment assumption used will be
                                            that following any date of
                                            determination:

                                            o   no mortgage loan in the trust
                                                will be prepaid prior to
                                                maturity, and

                                            o   there will be no extension of
                                                maturity for any mortgage loan
                                                in the trust.

                                            For a more detailed discussion of
                                            the federal income tax aspects of
                                            investing in the offered
                                            certificates, see "Federal Income
                                            Tax Consequences" in each of this
                                            prospectus supplement and the
                                            accompanying prospectus.

ERISA.....................................  We anticipate that, subject to
                                            satisfaction of the conditions
                                            referred to under "Certain ERISA
                                            Considerations" in this prospectus
                                            supplement, retirement plans and
                                            other employee benefit plans and
                                            arrangements subject to--

                                            o   Title I of the Employee
                                                Retirement Income Security Act
                                                of 1974, as amended, or

                                            o   section 4975 of the Internal
                                                Revenue Code of 1986, as
                                                amended,

                                            will be able to invest in the
                                            offered certificates without giving
                                            rise to a prohibited transaction.
                                            This is based upon an individual
                                            prohibited transaction exemption
                                            granted to Greenwich Capital
                                            Markets, Inc. by the U.S. Department
                                            of Labor.

                                            If you are a fiduciary of any
                                            retirement plan or other employee
                                            benefit plan or arrangement subject
                                            to Title I of ERISA or section 4975
                                            of the Internal Revenue Code of
                                            1986, as amended, you should review
                                            carefully with your legal advisors
                                            whether the purchase or holding of
                                            the offered certificates could give
                                            rise to a transaction that is
                                            prohibited under ERISA or section
                                            4975 of the Internal Revenue Code of
                                            1986, as amended. See "Certain ERISA
                                            Considerations" in this prospectus
                                            supplement and "Certain ERISA
                                            Considerations" in the accompanying
                                            prospectus.

LEGAL INVESTMENT..........................  Upon initial issuance, and for so
                                            long as such certificates are rated
                                            in one of the two highest rating
                                            categories by at least one
                                            nationally recognized statistical
                                            rating organization, the class A-1,
                                            class A-2, class A-3, class A-4,
                                            class A-5, class A-6, class A-J,
                                            class B and class C certificates
                                            will be mortgage related securities
                                            within the meaning of the Secondary
                                            Mortgage Market Enhancement Act of
                                            1984, as amended.

                                            You should consult your own legal
                                            advisors to determine whether and to
                                            what extent the offered certificates
                                            will be legal investments for you.
                                            See "Legal Investment" in this
                                            prospectus supplement and in the
                                            accompanying prospectus.

INVESTMENT CONSIDERATIONS.................  The rate and timing of payments and
                                            other collections of principal on or
                                            with respect to the underlying
                                            mortgage loans will affect the yield
                                            to maturity on each offered
                                            certificate. In the case of any
                                            offered certificates purchased at a
                                            discount, a slower than anticipated
                                            rate of payments and other
                                            collections of principal on the
                                            underlying mortgage loans could
                                            result in a lower than anticipated
                                            yield. In the case of any offered
                                            certificates purchased at a premium,
                                            a faster than anticipated

                                      S-32


--------------------------------------------------------------------------------

                                            rate of payments and other
                                            collections of principal on the
                                            underlying mortgage loans could
                                            result in a lower than anticipated
                                            yield.

                                            See "Yield and Maturity
                                            Considerations" in this prospectus
                                            supplement and in the accompanying
                                            prospectus and "Description of the
                                            Mortgage Pool--Terms and Conditions
                                            of the Trust Mortgage Loans" in this
                                            prospectus supplement.




--------------------------------------------------------------------------------

                                      S-33


                                  RISK FACTORS

     The offered certificates are not suitable investments for all investors.
You should not purchase any offered certificates unless you understand and are
able to bear the risks associated with those certificates.

     The offered certificates are complex securities and it is important that
you possess, either alone or together with an investment advisor, the relevant
legal, tax, accounting and investment expertise necessary to evaluate the
information contained in this prospectus supplement and the accompanying
prospectus in the context of your financial situation.

     You should consider the following factors, as well as those set forth under
"Risk Factors" in the accompanying prospectus, in deciding whether to purchase
any offered certificates. The "Risk Factors" section in the accompanying
prospectus includes a number of general risks associated with making an
investment in the offered certificates.

RISKS RELATED TO THE OFFERED CERTIFICATES

     The Class A-J, Class B, Class C, Class D and Class E Certificates Are
Subordinate to, and Are Therefore Riskier than, the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5 and Class A-6 Certificates and, With Respect to
Interest Distributions, the Class XP and Class XC Certificates. If you purchase
class A-J, class B, class C, class D or class E certificates, then your offered
certificates will provide credit support to other classes of series 2005-GG3
certificates with an earlier designation. As a result, you will receive payments
after, and may bear the effects of losses on the underlying mortgage loans
before the holders of those other classes of offered certificates.

     When making an investment decision, you should consider, among other
things--

     o   the risk profile you seek for your investment compared to the risk
         profile of each of the offered certificates,

     o   the payment priorities of the respective classes of the series 2005-GG3
         certificates,

     o   the order in which the respective classes of the series 2005-GG3
         certificates will be reduced in connection with losses and
         default-related shortfalls on the mortgage loans,

     o   the characteristics and quality of the mortgage loans; and

     o   each of the risk factors described in this prospectus supplement and
         the accompanying prospectus.

     See "Description of the Mortgage Pool" and "Description of the Offered
Certificates--Payments" and "--Reductions of Certificate Principal Balances in
Connection With Realized Losses and Additional Trust Fund Expenses" in this
prospectus supplement. See also "Risk Factors--The Investment Performance of
Your Offered Certificates Will Depend Upon Payments, Defaults and Losses on the
Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly
Unpredictable," "--Any Credit Support for Your Offered Certificates May Be
Insufficient to Protect You Against All Potential Losses" and "--Payments on the
Offered Certificates Will Be Made Solely from the Limited Assets of the Related
Trust, and Those Assets May Be Insufficient to Make all Required Payments on
Those Certificates" in the accompanying prospectus.

     The Offered Certificates Have Uncertain Yields to Maturity. The yields on
your offered certificates will depend on--

     o   the price you paid for your offered certificates, and

     o   the rate, timing and amount of payments on your offered certificates.

     The rate, timing and amount of payments on your offered certificates will
depend on:

     o   the pass-through rate for, and other payment terms of, your offered
         certificates;

                                      S-34


     o   the rate and timing of payments and prepayments and other collections
         of principal on the underlying mortgage loans;

     o   the rate and timing of defaults, and the severity of losses, if any, on
         the underlying mortgage loans;

     o   the rate, timing, severity and allocation of other shortfalls and
         expenses that reduce amounts available for payment on your offered
         certificates;

     o   the collection and payment of prepayment premiums and yield maintenance
         charges with respect to the underlying mortgage loans;

     o   servicing decisions with respect to the underlying mortgage loans; and

     o   the purchase of a mortgage loan whether by (i) a mortgage loan seller
         as a result of a material breach of a representation or warranty made
         by that mortgage loan seller, (ii) the holder of a related companion
         loan, (iii) a holder of the fair value purchase option or (iv) a
         mezzanine lender.

     In general, these factors may be influenced by economic and other factors
that cannot be predicted with any certainty. Accordingly, you may find it
difficult to predict the effect that these factors might have on the yield to
maturity of your offered certificates. Additionally, certain of the mortgage
loans require prepayment in connection with earnout amounts if the related
borrower does not satisfy performance or other criteria set forth in the related
loan documents. Certain of the mortgage loans also permit prepayment without
penalty or premium if, as a result of a mandatory prepayment due to casualty or
condemnation, the outstanding principal balance of the mortgage loan is reduced
below a specified amount. See "Description of the Mortgaged Pool--Terms and
Conditions of the Trust Mortgage Loans--Prepayment Provisions" and "--Other
Prepayment Provisions" in this prospectus supplement.

     In addition, if the master servicer, the trustee or the fiscal agent
reimburses itself (or the master servicer, the special servicer, the trustee or
any fiscal agent under the pooling and servicing for any non-serviced trust
loan) out of general collections on the mortgage loans included in the trust for
any advance that it has determined is not recoverable out of collections on the
related mortgage loan, then to the extent that such reimbursement is made from
collections of principal on the mortgage loans in the trust, that reimbursement
will reduce the amount of principal available to be distributed on the series
2005-GG3 principal balance certificates and will result in a reduction of the
certificate principal balance of the series 2005-GG3 principal balance
certificates. See "Description of the Offered Certificates--Reductions of
Certificate Principal Balances in Connection With Realized Losses and Additional
Trust Fund Expenses" in this prospectus supplement. Likewise, if the master
servicer, the special servicer, the trustee or the fiscal agent reimburses
itself out of principal collections on the mortgage loans for any work-out
delayed reimbursement amounts, that reimbursement will reduce the amount of
principal available to be distributed on the series 2005-GG3 principal balance
certificates on that payment date. Such reimbursement would have the effect of
reducing current payments of principal on the offered certificates and extending
the weighted average life of the offered certificates. See "Description of the
Offered Certificates--Reimbursement of Advances" below.

     See "Description of the Mortgage Pool," "Servicing Under the Pooling and
Servicing Agreement," "Description of the Offered Certificates--Payments" and
"--Reductions of Certificate Principal Balances in Connection With Realized
Losses and Additional Trust Fund Expenses" and "Yield and Maturity
Considerations" in this prospectus supplement. See also "Risk Factors--The
Investment Performance of Your Offered Certificates Will Depend Upon Payments,
Defaults and Losses on the Underlying Mortgage Loans; and Those Payments,
Defaults and Losses May Be Highly Unpredictable" and "Yield and Maturity
Considerations" in the accompanying prospectus.

     The Right of the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent to Receive Interest on Advances and the Right of the Special
Servicer to Receive Special Servicing Compensation May Result in Additional
Losses to the Trust Fund. The master servicer, the trustee and the fiscal agent
will each be entitled to receive interest on unreimbursed advances made by it.
This interest will accrue from the date on which the related advance is made
through the date of reimbursement. The right to receive these distributions of
interest is senior to the rights of holders to receive distributions on the
offered certificates and, consequently, may result in losses being allocated to
the offered certificates that would not have resulted absent the accrual of this
interest. In addition, under certain circumstances, including delinquency of
payment of principal and/or interest, a mortgage loan in the trust will be
specially serviced and the special servicer will be entitled to compensation for
special servicing activities. Such

                                      S-35


payments may lead to shortfalls in amounts otherwise distributable on your
certificates. Each of the non-serviced loan groups included in the trust is
serviced under a pooling and servicing agreement with similar provisions, and
interest paid on advances and compensation paid to the applicable special
servicer may reduce collections on those mortgage loans.

     The Investment Performance of Your Offered Certificates May Vary Materially
and Adversely from Your Expectations Because the Rate of Prepayments and Other
Unscheduled Collections of Principal on the Underlying Mortgage Loans Is Faster
or Slower than You Anticipated. If you purchase your offered certificates at a
premium, and if payments and other collections of principal on the mortgage
loans occur at a rate faster than you anticipated at the time of your purchase,
then your actual yield to maturity may be lower than you had assumed at the time
of your purchase. Conversely, if you purchase your offered certificates at a
discount, and if payments and other collections of principal on the mortgage
loans occur at a rate slower than you anticipated at the time of your purchase,
then your actual yield to maturity may be lower than you had assumed at the time
of your purchase. See "Yield and Maturity Considerations" in the accompanying
prospectus.

     You should consider that prepayment premiums and yield maintenance charges
may not be collected in all circumstances or at all. Furthermore, even if a
prepayment premium or yield maintenance charge is collected and payable on your
offered certificates, it may not be sufficient to offset fully any loss in yield
on your offered certificates resulting from the corresponding prepayment. See
"Risk Relating to Enforceability of Prepayment Premiums or Defeasance
Provisions" in this prospectus supplement.

     Risks Relating to Enforceability of Prepayment Premiums or Defeasance
Provisions. Provisions requiring yield maintenance charges, prepayment premiums
or lockout periods may not be enforceable in some states and under federal
bankruptcy law. Provisions requiring prepayment premiums or yield maintenance
charges also may be interpreted as constituting the collection of interest for
usury purposes. Accordingly, we cannot assure you that the obligation to pay a
yield maintenance charge or prepayment premium will be enforceable. Also, we
cannot assure you that foreclosure proceeds will be sufficient to pay an
enforceable yield maintenance charge or prepayment premium. Additionally,
although the collateral substitution provisions related to defeasance do not
have the same effect on the certificateholders as prepayment, we cannot assure
you that a court would not interpret those provisions as the equivalent of a
yield maintenance charge or prepayment premium. In certain jurisdictions those
collateral substitution provisions might therefore be deemed unenforceable or
usurious under applicable law or public policy.

     Your Lack of Control Over Trust Fund Can Create Risks. You and other
certificateholders generally do not have a right to vote and do not have the
right to make decisions with respect to the administration of the trust. See
"The Pooling Agreement--General" in this prospectus supplement. Those decisions
are generally made, subject to the express terms of the pooling and servicing
agreement, by the master servicer, the primary servicer, the special servicer or
the trustee, as applicable. With respect to each non-serviced mortgage loan
included in the trust, these decisions will be made by the master servicer,
primary servicer (if any), special servicer or trustee under the applicable
pooling and servicing agreement. Any decision made by one of those parties in
respect of the trust, even if that decision is determined to be in your best
interests by that party, may be contrary to the decision that you or other
certificateholders would have made and may negatively affect your interests.

RISKS RELATED TO THE UNDERLYING MORTGAGE LOANS

     The Absence of or Inadequacy of Insurance Coverage on the Mortgaged
Properties May Adversely Affect Payments on Your Certificates. All of the
mortgage loans that we intend to include in the trust require the related
borrower to maintain, or cause to be maintained, property insurance in an amount
(subject to a customary deductible) at least equal to the lesser of (i) the
replacement cost of improvements at the mortgaged property or (ii) the
outstanding principal balance of the mortgage loan. Because the mortgage loans
require insurance coverage equal to the lesser of these two amounts, insurance
proceeds following a casualty may not be sufficient to pay off the entire
mortgage loan. The mortgaged properties may suffer casualty losses due to risks
which were not covered by insurance or for which insurance coverage is
inadequate. In addition, approximately 16.3%, 12.2%, 6.3% and 1.3% of the
mortgaged properties, by aggregate principal balance of the mortgage loans as of
the cut-off date, are located in Texas, California, Hawaii and Florida,
respectively, states that have historically been at greater risk regarding acts
of nature (such as earthquakes, floods and hurricanes) than other states. We
cannot assure you that borrowers will be able to maintain adequate insurance.
Moreover, if reconstruction or any major repairs are required, changes in

                                      S-36


laws may materially affect the borrower's ability to effect any reconstruction
or major repairs or may materially increase the costs of the reconstruction or
repairs.

     In light of the September 11, 2001 terrorist attacks in New York City, the
Washington, D.C. area and Pennsylvania, the comprehensive general liability and
business interruption or rent loss insurance policies required by typical
mortgage loans, which are generally subject to periodic renewals during the term
of the related mortgage loans, have been affected. To give time for private
markets to develop a pricing mechanism and to build capacity to absorb future
losses that may occur due to terrorism, on November 26, 2002, the Terrorism Risk
Insurance Act of 2002 was enacted, which established the Terrorism Insurance
Program. The Terrorism Insurance Program is administered by the Secretary of the
Treasury and, through December 31, 2005, will provide some financial assistance
from the United States Government to insurers in the event of another terrorist
attack that resulted in an insurance claim. The program applies to United States
risks only and to acts that are committed by an individual or individuals acting
on behalf of a foreign person or foreign interest as an effort to influence or
coerce United States civilians or the United States Government. It remains
unclear what acts will fall under the purview of the Terrorism Insurance
Program.

     The Treasury Department will establish procedures for the program under
which the federal share of compensation will be equal to 90 percent of that
portion of insured losses that exceeds an applicable insurer deductible required
to be paid during each program year. The federal share in the aggregate in any
program year may not exceed $100 billion (and the insurers will not be liable
for any amount that exceeds this cap). An insurer that has paid its deductible
is not liable for the payment of any portion of total annual United States-wide
losses that exceed $100 billion, regardless of the terms of the individual
insurance contracts.

     Through December 2005, insurance carriers are required under the program to
provide terrorism coverage in their basic "all-risk" policies. Any commercial
property and casualty terrorism insurance exclusion that was in force on
November 26, 2002 is automatically voided to the extent that it excludes losses
that would otherwise be insured losses. Any state approval of such types of
exclusions in force on November 26, 2002 are also voided.

     There can be no assurance that upon its expiration subsequent terrorism
insurance legislation will be passed. Furthermore, because this program has only
been recently passed into law, there can be no assurance that it or state
legislation will substantially lower the cost of obtaining terrorism insurance.
Because it is a temporary program, there is no assurance that it will create any
long-term changes in the availability and cost of such insurance.

     To the extent that uninsured or underinsured casualty losses occur with
respect to the related mortgaged properties, losses on commercial mortgage loans
may result. In addition, the failure to maintain such insurance may constitute a
default under a commercial mortgage loan, which could result in the acceleration
and foreclosure of the commercial mortgage loan. Alternatively, the increased
costs of maintaining such insurance could have an adverse effect on the
financial condition of the mortgage loan borrowers.

     Substantially all of the mortgage loans provide that the borrowers are
required to maintain full or partial insurance coverage for property damage to
the related mortgaged property against certain acts of terrorism (except that
the requirement to obtain such insurance coverage may be subject to, in certain
instances, the commercial availability of that coverage, certain limitations
with respect to the cost thereof and/or whether such hazards are at the time
commonly insured against for property similar to such mortgaged properties and
located in or around the region in which such mortgaged property is located)
through either (a) a direct covenant specifically requiring terrorism coverage
or (b) through a general provision requiring the borrowers to provide such
additional insurance coverage as lender may reasonably require to protect its
interests or to cover such hazards as are commonly insured against for similarly
situated properties. Substantially all of the borrowers have obtained the
required insurance against damage caused by terrorism, although most of those
policies have exclusions that provide that coverage will not apply for damage
caused by nuclear, chemical or biological events. With respect to certain of the
mortgage loans, terrorism insurance coverage is provided under blanket policies
that also cover other properties owned by affiliates of the related borrower
and, accordingly, the amount of coverage would be reduced if insured events
occur at such other properties. Most insurance policies covering commercial
properties such as the mortgaged properties are subject to renewal on an annual
basis and there is no assurance that terrorism insurance coverage will continue
to be available and covered under the new policies or, if covered, whether such
coverage will be adequate. In addition, depending upon the nature and extent of
any damage that a mortgaged property may sustain, the coverage amount may be
inadequate to cover a full restoration of such mortgaged property. In the event
a mortgaged property

                                      S-37


securing a mortgage loan is damaged by an act of terrorism or suffers physical
damage and the related insurance coverage is inadequate to cover the outstanding
balance of the loan, certificateholders will suffer losses on their certificates
based on the extent of the shortfall and the payment priority of their
certificate.

     Repayment of the Underlying Mortgage Loans Depends on the Operation of the
Mortgaged Properties. The underlying mortgage loans are secured by mortgage
liens on fee and/or leasehold interests in the following types of property:

     o   office,

     o   retail,

     o   multifamily rental,

     o   industrial/warehouse,

     o   self-storage, and

     o   hospitality.

     The risks associated with lending on these types of properties are
inherently different from those associated with lending on the security of
single-family residential properties. This is because, among other reasons,
repayment of each of the underlying mortgage loans is dependent on--

     o   income producing properties that require the successful operation of
         the related mortgaged property;

     o   the related borrower's ability to refinance the mortgage loan or sell
         the related mortgaged property, which may be more difficult with
         respect to a commercial property;

     o   income from, and the market value of, a mortgaged property, which is
         dependent upon the ability to lease space in the mortgaged property and
         the length and terms of such leases (many of which have terms that
         expire prior to the maturity date of the related mortgage loan); and

     o   evaluating the amount of liquidation proceeds that can be obtained from
         the related mortgaged property, which are more likely to be determined
         based on a capitalization of the mortgaged property's cash flow than by
         the absolute value of the mortgaged property and improvements on the
         mortgaged property.

     See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan
Depends on the Performance and Value of the Underlying Real Property, Which May
Decline Over Time, and the Related Borrower's Ability to Refinance the Property,
of Which There Is No Assurance" and "Description of the Trust Assets--Mortgage
Loans--A Discussion of the Various Types of Multifamily and Commercial
Properties that May Secure Mortgage Loans Underlying a Series of Offered
Certificates" in the accompanying prospectus.

     The Underlying Mortgage Loans Have a Variety of Characteristics Which May
Expose Investors to Greater Risk of Default and Loss. When making an investment
decision, you should consider, among other things, the following characteristics
of the underlying mortgage loans and/or the mortgaged properties for those
loans. Any or all of these characteristics can affect, perhaps materially and
adversely, the investment performance of your offered certificates. Several of
the items below include a cross-reference to where the associated risks are
further discussed in this prospectus supplement or in the accompanying
prospectus. In addition, several of those items may include a cross reference to
where further information about the particular characteristic may be found in
this prospectus supplement.

     o   The Mortgaged Property Will Be the Sole Asset Available to Satisfy the
         Amounts Owing Under an Underlying Mortgage Loan in the Event of
         Default. All of the mortgage loans that we intend to include in the
         trust are or should be considered nonrecourse loans. You should
         anticipate that, if the related borrower defaults on any of the
         underlying mortgage loans, only the mortgaged property and any
         additional collateral for the relevant loan, such as escrows, but none
         of the other assets of the borrower, is available to satisfy the debt.
         Even if the related loan documents permit recourse under certain
         circumstances to the borrower

                                      S-38


         or a guarantor, we have not necessarily undertaken an evaluation of the
         financial condition of any of these persons. In addition, the trust may
         not be able to ultimately collect the amount due from the borrower or
         guarantor under a defaulted mortgage loan or under a guaranty. None of
         the mortgage loans are insured or guaranteed by any governmental agency
         or instrumentality or by any private mortgage insurer, the depositor,
         any mortgage loan seller, or by any other party. See "Risk
         Factors--Repayment of a Commercial or Multifamily Mortgage Loan Depends
         on the Performance and Value of the Underlying Real Property, Which May
         Decline Over Time, and the Related Borrower's Ability to Refinance the
         Property, of Which There Is No Assurance--Most of the Mortgage Loans
         Underlying Your Offered Certificates Will Be Nonrecourse" in the
         accompanying prospectus.

     o   Increases in Real Estate Taxes Due to Termination of a PILOT Program or
         Other Tax Abatement Arrangements May Reduce Payments to
         Certificateholders. Certain of the mortgaged properties securing the
         mortgage loans have or may in the future have the benefit of reduced
         real estate taxes under a local government program of payment in lieu
         of taxes (often known as a PILOT program) or other tax abatement
         arrangements. Some of these programs or arrangements are scheduled to
         terminate or have significant tax increases prior to the maturity of
         the related mortgage loan, resulting in higher, and in some cases
         substantially higher real estate tax obligations for the related
         borrower. An increase in real estate taxes may impact the ability of
         the borrower to pay debt service on the mortgage loans. There are no
         assurances that any such program will continue for the duration of the
         related mortgage loan.

     o   Tenant Actions May Affect Lender's Ability to Receive Underwritten Cash
         Flows. In general, the underwritten cash flow for a particular
         mortgaged property is based on certain assumptions made by the
         applicable originator(s) in connection with the origination of the
         mortgage loan, including assumptions related to tenants at the
         mortgaged property. Unanticipated actions of a tenant may, in the
         future, challenge these assumptions and cause a decline in the cash
         flow at the mortgaged property.

         See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage
         Loan Depends on the Performance and Value of the Underlying Real
         Property, Which May Decline Over Time, and the Related Borrower's
         Ability to Refinance the Property, of Which There Is No Assurance--The
         Successful Operation of a Multifamily or Commercial Property Depends on
         Tenants" in the accompanying prospectus.

     o   Certain Mortgaged Properties Have Restrictions Limiting Uses. Certain
         of the mortgaged properties may be subject to certain use restrictions
         imposed pursuant to reciprocal easement agreements, operating
         agreements, historical landmark designations or, in the case of
         condominiums, condominium declarations or other condominium use
         restrictions or regulations. For example, the condominium declaration
         related to the mortgaged property identified on Annex A as Hyatt
         Regency Albuquerque restricts the borrower from using the mortgaged
         property for any use other than a hotel and related use.

         In the case of the mortgaged property identified on Annex A to this
         prospectus supplement as Grand Canal Shoppes at the Venetian,
         representing 6.5% of the initial pool balance, a portion of the
         mortgaged property is secured by a ground lease which imposes
         restrictions upon the use and operation of the related mortgaged
         property. See "Annex B--Structural and Collateral Term Sheet--Ten
         Largest Mortgage Loans--Grand Canal Shoppes at the Venetian."

     o   In Some Cases, a Mortgaged Property Is Dependent on a Single Tenant or
         on One or a Few Major Tenants. In the case of 77 mortgaged properties,
         securing 39.5% of the initial mortgage pool balance, the related
         borrower has leased the property to at least one tenant that occupies
         25% or more of the particular property. In the case of 7 of those
         properties, securing 1.9% of the initial mortgage pool balance, the
         related borrower has leased all or substantially all of the particular
         property to a single tenant. Accordingly, although the leased space may
         be re-let at similar rents, the full and timely payment of each of the
         related mortgage loans is highly dependent on the continued operation
         of the major tenant or tenants, which, in some cases, is the sole
         tenant at the mortgaged property.

         In the case of the mortgaged property securing the mortgage loan
         identified on Annex A to this prospectus supplement as 3100 Thornton,
         representing 1.0% of the initial mortgage pool balance, the single
         tenant for the building has not yet moved in. Consequently, the
         borrower deposited funds with the lender at closing

                                      S-39


         in a reserve account in an amount anticipated to be sufficient to make
         required interest payments until the date on which the tenant commences
         paying rent under its lease.

         Tenant-related risks may be significantly increased if the same tenant
         leases space at multiple mortgaged properties. For instance,
         Blockbuster is a significant tenant at four mortgaged properties. See
         "Annex A--Certain Characteristics of the Underlying Mortgage Loans."

         Additionally, tenant-related risks may be increased when significant
         tenants have early termination rights. For example, J.C. Penney, one of
         the anchor tenants at the mortgaged property identified on Annex A to
         this prospectus supplement as Mall St. Matthews, representing
         approximately 4.3% of the initial mortgage pool balance, is permitted
         to terminate its lease upon one year's notice. Other tenants at this
         mortgaged property and other mortgaged properties may have similar
         termination provisions.

         See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage
         Loan Depends on the Performance and Value of the Underlying Real
         Property, Which May Decline Over Time, and the Related Borrower's
         Ability to Refinance the Property, of Which There Is No Assurance--The
         Successful Operation of a Multifamily or Commercial Property Depends on
         Tenants," "--Repayment of a Commercial or Multifamily Mortgage Loan
         Depends on the Performance and Value of the Underlying Real Property,
         Which May Decline Over Time, and the Related Borrower's Ability to
         Refinance the Property, of Which There Is No Assurance--Dependence on a
         Single Tenant or a Small Number of Tenants Makes a Property Riskier
         Collateral" and "--Repayment of a Commercial or Multifamily Mortgage
         Loan Depends on the Performance and Value of the Underlying Real
         Property, Which May Decline Over Time, and the Related Borrower's
         Ability to Refinance the Property, of Which There Is No
         Assurance--Tenant Bankruptcy Adversely Affects Property Performance" in
         the accompanying prospectus.

     o   Certain Mortgaged Properties Contain Theaters. Theater properties are
         exposed to certain unique risks. For example, any vacant theater space
         would not easily be converted to other uses due to the unique
         construction requirements of theaters and in prior years the theater
         industry experienced a high level of construction of new theaters and
         an increase in competition among theater operators. This caused some
         operators to experience financial difficulties, resulting in downgrades
         in their credit ratings and, in certain cases, bankruptcy filings.

     o   86.0% of the Initial Mortgage Pool Balance Will Be Secured by Mortgage
         Liens on the Respective Borrower's Interests in Each of the Following
         Property Types--Retail and Office. Repayment of the mortgage loans
         secured by retail and office properties will be affected by, among
         other things, expiration of leases and the ability of the respective
         borrowers to renew the leases or re-let the space on comparable terms.
         Certain tenants related to the mortgage loans that we intend to include
         in the trust may have lease expiration dates that occur prior to the
         related mortgage loan maturity date. Certain mortgaged properties
         related to the mortgage loans that we intend to include in the trust
         may be leased in whole or in part by government-sponsored tenants who
         may have the right to cancel their leases (i) at any time or (ii) for
         lack of appropriations. Additionally, certain mortgaged properties may
         have concentrations of leases expiring at varying rates in varying
         percentages before the related maturity date.

         Fifty-nine of the mortgaged properties, securing 37.1% of the initial
         mortgage pool balance, are primarily used for retail purposes. We
         consider 50 of those retail properties, securing 35.8% of the initial
         mortgage pool balance, to be anchored or shadow anchored. An anchor
         tenant is a retail tenant whose space is substantially larger in size
         than that of other tenants at a retail mall or shopping center and
         whose operation is vital in attracting customers to a retail mall or
         shopping center. A shadow anchor is a store or business that materially
         affects the draw of customers to a retail property, but which may be
         located at a nearby property or on a portion of that retail property
         that is not collateral for the related mortgage loan. Despite the
         importance of a shadow anchor to any particular retail property, the
         borrower and/or lender may have little or no ability to ensure that any
         shadow anchor continues operations at or near the mortgaged property.
         See "Description of the Trust Assets--Mortgage Loans--A Discussion of
         the Various Types of Multifamily and Commercial Properties that May
         Secure Mortgage Loans Underlying a Series of Certificates--Retail
         Properties" in the accompanying prospectus.

                                      S-40


         In the case of the mortgaged property identified on Annex A to this
         prospectus supplement as South Park Mall, representing 1.8% of the
         initial pool balance, the fourth largest anchor tenant is a Mervyn's
         department store and in the case of the mortgaged property identified
         on Annex A to this prospectus supplement as North Star Mall, the fifth
         largest anchor tenant is a Mervyn's department store, although Mervyn's
         is not part of the collateral for the North Star Mall mortgage loan.
         Mervyn's was recently sold to a group of investment firms, consisting
         of Sun Capital Partners, Inc., Cerberus Capital Management L.P., and
         Lubert-Adler and Klaff Partners, L.P.

         According to a November 17, 2004 press release from Kmart Holding
         Corporation and Sears, Roebuck and Co., the two companies announced
         that they signed a merger agreement in which Sears and Kmart would
         merge into Sears Holding Corporation. According to the press release,
         the merger is expected to be completed by March 2005. With respect to
         the mortgaged properties securing the loans identified on Annex A to
         this prospectus supplement as South Park Mall, Sears, an anchor tenant,
         occupies 22.5% of the total square footage. We cannot assure you that
         the planned merger will be completed or that the completion of the
         merger or the failure to complete the merger would not adversely affect
         the related mortgage loans.

         In the case of the mortgaged property servicing the loan identified on
         Annex A to this prospectus supplement as Mall St. Matthews,
         representing 4.3% of the initial mortgage pool, one of the anchor
         spaces, formerly occupied by Lord & Taylor, is unoccupied. The space is
         no longer under lease and no rent is being paid with respect to that
         anchor space. See "Annex B--Structural and Collateral Term Sheet--Ten
         Largest Mortgage Loans--Mall St. Matthews."

         In the case of the mortgaged property securing the loan identified on
         Annex A to this prospectus supplement as Mayfaire Town Center,
         representing 1.4% of the initial mortgage pool, the property was
         recently completed and will not generate sufficient net cash flow to
         support debt service payments on the loan after the expiration of the
         initial interest-only period unless an additional approximately 15,000
         sf of space has been leased. The borrower obtained and pledged to the
         lender a $7,000,000 letter of credit as additional collateral to cover
         shortfalls. Such letter of credit may be released upon the satisfaction
         of certain leasing thresholds.

         In the case of the mortgaged property securing the loan identified on
         Annex A to this prospectus supplement as Grand Canal Shoppes at the
         Venetian, representing 6.5% of the initial pool balance, the success of
         the mall is highly dependent upon the success of the adjoining casino.
         Additionally, the loan documents with respect to the Grand Canal
         Shoppes at the Venetian mortgage loan have certain restrictions placed
         upon transfers of the related mortgaged property pursuant to a
         reciprocal easement, use and operating agreement. If the borrower
         desires to transfer or sell the related mortgaged property or to lease
         all or substantially all of the property, the owner of the adjacent
         casino has a right of first offer to purchase the related mortgaged
         property on substantially the same terms as a prospective purchaser.
         There are also certain restrictions regarding to whom the borrower may
         transfer or lease the property. For example, the transferee may not be
         a competitor of the adjoining casino owner, nor may the transferee in
         any way jeopardize the gaming licenses of the adjoining casino owner.
         In addition, the owner of the adjacent casino has been granted certain
         cure rights with respect to any defaults or accelerations under the
         related mortgage loan documents. This may impede the ability of the
         special servicer to sell the related mortgaged property after
         foreclosure or sell the related mortgage loan if it becomes a defaulted
         mortgage loan. See "Annex B--Structural and Collateral Term Sheet--Ten
         Largest Mortgage Loans--Grand Canal Shoppes at the Venetian."

         Retail tenants often have co-tenancy provisions permitting them to,
         among other things, cease operation or reduce their rent in the event
         an anchor or other significant tenant ceases operations, goes dark or
         fails to renew its lease. Certain tenants at certain mortgaged
         properties have co-tenancy provisions in their leases. There can be no
         assurance that the actions of a significant tenant at a retail center
         (including a tenant that is not leasing a portion of the mortgaged
         property) will not have a significant impact on the collateral for the
         mortgage loan or the related borrower's ability to make its mortgage
         loan payments.

         Additional competing retail properties may be built in areas where the
         retail properties are located. For example, with respect to the Grand
         Canal Shoppes at the Venetian mortgage loan, the owners of the

                                      S-41


         adjoining casino are developing a hotel, casino and retail complex
         adjacent to the casino, which is currently scheduled to be completed in
         the second quarter of 2007. An affiliate of the borrower has entered
         into a forward commitment to purchase the retail portion of the complex
         (which will be contiguous with the mortgaged property securing the
         Grand Canal Shoppes at the Venetian mortgage loan and be operated as
         one retail mall), subject to the satisfaction of certain conditions.
         This project may compete with the Grand Canal Shoppes at the Venetian
         mortgaged property and have an adverse effect on the performance of the
         related mortgage loan.

         Seventy of the mortgaged properties, securing 48.9% of the initial
         mortgage pool balance, are primarily used for office purposes. Some of
         those office properties are heavily dependent on one or a few major
         tenants that lease a substantial portion of or the entire property. See
         "Description of the Trust Assets--Mortgage Loans--A Discussion of the
         Various Types of Multifamily and Commercial Properties that May Secure
         Mortgage Loans Underlying a Series of Certificates--Office Properties"
         in the accompanying prospectus.

         With respect to certain office properties, the related mortgaged
         property is a medical office. The performance of a medical office
         property may depend on reimbursement for patient fees from private or
         government-sponsored insurers. Issues related to reimbursement (ranging
         from non-payment to delays in payment) from such insurers could
         adversely impact cash flow at such mortgaged properties. In addition,
         medical office properties may not be easily converted to other uses.

         Certain tenants at some of the mortgaged properties have been, may
         currently be or may in the future become, a party to a bankruptcy
         proceeding. The bankruptcy of or financial difficulties affecting a
         tenant may adversely affect a borrower's ability to make its mortgage
         loan payments.

         The inclusion in the mortgage pool of a significant concentration of
         mortgage loans that are secured by mortgage liens on a particular type
         of income-producing property makes the overall performance of the
         mortgage pool materially more dependent on the factors that affect the
         operations at and value of that property type. See "Description of the
         Trust Assets--Mortgage Loans--A Discussion of the Various Types of
         Multifamily and Commercial Properties that May Secure Mortgage Loans
         Underlying a Series of Offered Certificates" in the accompanying
         prospectus.

         Tenant risks are increased if there is a concentration of tenants in
         particular industries at one or more of the mortgaged properties. If a
         particular industry experiences an economic downturn, a concentration
         among the tenants of any mortgaged property in such industry may lead
         to losses on the related mortgage loan that are substantially more
         severe than would be the case if its tenants were in diversified
         industries.

     o   Hospitality Properties. Eight of the mortgage loans, representing 8.8%
         of the initial mortgage pool balance, are secured by a hospitality
         property. The economic success of hospitality properties is generally
         subject to the factors included in "Risk Factors--Repayment of a
         Commercial or Multifamily Mortgage Loan Depends on the Performance and
         Value of the Underlying Real Property, Which May Decline Over Time, and
         the Related Borrower's Ability to Refinance the Property, of Which
         There Is No Assurance--Hospitality Properties" and "Description of the
         Trust Assets--Mortgage Loans--A Discussion of the Various Types of
         Multifamily and Commercial Properties that May Secure Mortgage Loans
         Underlying a Series of Certificates--Hospitality Properties" in the
         accompanying prospectus.

     o   Multifamily Properties. Seven of the mortgage loans, representing 4.2%
         of the initial mortgage pool balance, are secured by one or more
         multifamily properties. The economic success of multifamily properties
         is generally subject to the factors included in "Risk
         Factors--Repayment of a Commercial or Multifamily Mortgage Loan Depends
         on the Performance and Value of the Underlying Real Property, Which May
         Decline Over Time, and the Related Borrower's Ability to Refinance the
         Property, of Which There Is No Assurance--Many Risk Factors are Common
         to Most or all Multifamily and Commercial Properties" and "--The
         Successful Operation of a Multifamily or Commercial Property Depends on
         Tenants" in the accompanying prospectus.

         Multifamily properties may be leased primarily to students. Risks
         specifically related to student housing include that such properties
         may (i) be more susceptible to damage or "wear and tear" than other
         similar

                                      S-42


         multifamily units, (ii) rely on the financial well-being and success of
         the college or university to which it relates, (iii) have higher
         turnover rates than other multifamily properties, (iv) have tenants
         with no or limited income who rely on third parties (i.e., parents or
         loans) to satisfy rent obligations and (v) consist of leases with a
         duration of less than 12 months. Nine of the multifamily properties,
         which mortgaged properties secure the mortgage loan identified on Annex
         A as Place Properties Portfolio, representing 2.7% of the initial
         mortgage pool balance, are off-campus student housing apartment
         communities, located in smaller university towns in the southeastern
         United States. These mortgaged properties are located adjacent to or
         within 1.8 miles of the related college or university campus and are
         dependent on the continuing ability of the related college or
         university to attract students. See "Annex B--Structural and Collateral
         Term Sheet--Ten Largest Mortgage Loans--Place Properties Portfolio."

     o   59.6% of the Initial Mortgage Pool Balance Will Be Secured by Mortgage
         Liens on Real Property Located in Each of the Following States--Texas,
         New York, California, Nevada and Hawaii. The mortgaged properties
         located in each of the following states secure mortgage loans or
         allocated portions of mortgage loans that represent 6.3% or more of the
         initial mortgage pool balance:

                                            % OF INITIAL
                                              NUMBER OF           MORTGAGE
                    STATE                     PROPERTIES        POOL BALANCE
     ---------------------------------      -------------       ------------
     Texas............................            11                 16.3%
     New York.........................             7                 16.2%
     California.......................            29                 12.2%
     Nevada...........................            12                  8.7%
     Hawaii...........................             3                  6.3%

         The inclusion of a significant concentration of mortgage loans that are
         secured by mortgage liens on properties located in a particular state
         makes the overall performance of the mortgage pool materially more
         dependent on economic and other conditions or events in that state. See
         "Risk Factors--Geographic Concentration Within a Trust Exposes
         Investors to Greater Risk of Default and Loss" in the accompanying
         prospectus. The mortgaged properties located in any given state may be
         concentrated in one or more areas within that state. Annex A to this
         prospectus supplement contains the address for each mortgaged property.

     o   The Mortgage Pool Will Include Material Concentrations of Balloon
         Loans. One hundred forty mortgage loans, representing 99.1% of the
         initial mortgage pool balance, are balloon loans. The ability of a
         borrower to make the required balloon payment on a balloon loan at
         maturity depends upon the borrower's ability either to refinance the
         loan or to sell the mortgaged property, which depends on economic and
         market factors that cannot be predicted. See "Description of the
         Mortgage Pool--Terms and Conditions of the Trust Mortgage Loans" in
         this prospectus supplement and "Risk Factors--The Investment
         Performance of Your Offered Certificates Will Depend Upon Payments,
         Defaults and Losses on the Underlying Mortgage Loans; and Those
         Payments, Defaults and Losses May Be Highly Unpredictable--There is an
         Increased Risk of Default Associated with Balloon Payments" in the
         accompanying prospectus.

     o   The Mortgage Pool Will Include Some Disproportionately Large Mortgage
         Loans. The inclusion in the mortgage pool of one or more loans that
         have outstanding principal balances that are substantially larger than
         the other mortgage loans in that pool can result in losses that are
         more severe, relative to the size of the mortgage pool, than would be
         the case if the total balance of the mortgage pool were distributed
         more evenly. The five largest mortgage loans have an aggregate Cut-off
         Date balance of $1,106,413,900 and represent 30.7% of the initial
         mortgage pool balance, and the ten largest mortgage loans have an
         aggregate Cut-off Date balance of $1,706,901,534 and represent 47.3% of
         the initial mortgage pool balance. See "Description of the Mortgage
         Pool--General," "--Multi-Property Mortgage Loans and Mortgage Loans
         with Affiliated Borrowers" and "Annex B--Structural and Collateral Term
         Sheet--Ten Largest Mortgage Loans--North Star Mall," "--Grand Canal
         Shoppes at the Venetian," "--1440 Broadway," "--The Crescent," "--498
         Seventh Avenue," "--Mall St. Matthews," "--Westin Kierland," "--Shops
         at Wailea," "--Waikiki Galleria" and "--Place Properties Portfolio" in
         this prospectus supplement and "Risk Factors--Loan Concentration Within
         a Trust Exposes Investors to Greater Risk of Default and Loss" in the
         accompanying prospectus.

                                      S-43


     o   The Mortgage Pool Will Include Leasehold Mortgage Properties. Thirteen
         mortgaged properties, representing 23.3% of the initial mortgage pool
         balance (based on allocated loan amount with respect to multi-property
         mortgage loans), are secured by a mortgage lien on the related
         borrower's leasehold interest in all or a material portion of the
         related mortgaged property, but not by the corresponding fee interest
         in the property that is subject to the ground lease. Because of
         possible termination of the related ground lease and potential rental
         payment increases, lending on a leasehold interest in a property is
         riskier than lending on an actual ownership interest in that property
         notwithstanding the fact that a lender, such as the trustee on behalf
         of the trust, generally will have the right to cure defaults under the
         related ground lease. See "Description of the Mortgage Pool--Additional
         Loan and Property Information--Ground Leases" in this prospectus
         supplement. See also "Risk Factors--Ground Leases Create Risks for
         Lenders That Are Not Present When Lending on an Actual Ownership
         Interest in a Real Property" and "Legal Aspects of Mortgage
         Loans--Foreclosure--Leasehold Considerations" in the accompanying
         prospectus.

         The mortgage loan identified on Annex A as Hyatt Regency Albuquerque
         representing 0.7% of the initial mortgage pool balance, is secured by
         the borrower's interest in two condominium units in a six unit
         condominium. The condominium is situated on seven parcels of land,
         three of which are owned in fee by the owners of the condominium units
         and four of which are ground leased to the condominium. One-third of
         the fee interest in the land underlying one of the ground leases is
         owned by the owners of the condominium units. The borrower owns an
         undivided 42.875% interest in each of the fee interests, 42.875% of the
         one-third interest in the fee underlying one of the leasehold interests
         and 42.875% of the leasehold interests underlying the condominiums.
         Each of the four ground leases expires November 30, 2051, and do not
         contain all of the standard mortgagee protections. None of the ground
         leases provide for a new lease upon termination of the original lease
         or prohibit amendment, modification or termination of the ground leases
         without lender approval (however, the condominium declaration prohibits
         any such changes to the ground leases without consent of all unit
         owners). One of the ground leases does not require notice to the lender
         upon a default by the ground lessee and two of the ground leases do not
         provide the lender with additional time to cure a default by a ground
         lessee. See "--Condominium Ownership May Limit Use of the Property and
         Decision Making Related to the Property."

     o   Condominium Ownership May Limit Use of the Property and Decision Making
         Related to the Property. In the case of the condominiums, a board of
         managers generally has discretion to make decisions affecting the
         condominium and there may be no assurance that the related borrower
         will have any control over decisions made by the related board of
         managers. Decisions made by that board of managers, including regarding
         assessments to be paid by the unit owners, insurance to be maintained
         on the condominium and many other decisions affecting the maintenance
         of that condominium, may have an adverse impact on the mortgage loans
         that are secured by condominium interests. We cannot assure you that
         the related board of managers will always act in the best interests of
         the borrower under those mortgage loans. Further, due to the nature of
         condominiums, a default on the part of the borrower will not allow the
         applicable special servicer the same flexibility in realizing on the
         collateral as is generally available with respect to commercial
         properties that are not condominiums. The rights of other unit owners,
         the documents governing the management of the condominium units and the
         state and local laws applicable to condominium units must be
         considered. In addition, in the event of a casualty with respect to a
         mortgaged property which consists of a condominium interest, due to the
         possible existence of multiple loss payees on any insurance policy
         covering the mortgaged property, there could be a delay in the
         allocation of related insurance proceeds, if any. Consequently,
         servicing and realizing upon a condominium property could subject you
         to a greater delay, expense and risk than with respect to a mortgage
         loan secured by a commercial property that is not a condominium. See
         "Description of the Trust Assets--Mortgage Loans--A Discussion of
         Various Types of Multifamily and Commercial Properties that May Secure
         Mortgage Loans Underlying a Series of Offered Certificates" in the
         accompanying prospectus.

         The mortgage loan identified on Annex A as Hyatt Regency Albuquerque
         representing 0.7% of the initial mortgage pool balance, is secured by
         the borrower's interest in two units (units 2 and 6) in a six unit
         office, hotel and retail condominium. The underlying land consists of
         seven parcels, three of which are owned in fee by the condominium
         association and four of which are ground leased to the condominium
         association. The condominium association is governed by a condominium
         declaration that contains restrictions on the use of each unit. Unit 2,
         which contains the hotel, is restricted to hotel and related use. Unit
         6, which contains hotel meeting rooms and ballrooms, is restricted to
         retail and/or restaurant use. The borrower does

                                      S-44


         not control voting issues, however with respect to certain significant
         matters related to the common elements of the condominium, as to which
         the consent of two-thirds of the voting interests is required to act.
         For example, in the event of a casualty, the proceeds associated with
         common and structural elements must be applied toward restoration
         unless two-thirds of the voting interests elect otherwise. With respect
         to the ground leases, the condominium declaration provides that ground
         lease rent be paid by the condominium association (as a common charge).
         Upon the termination of any of the ground leases, the condominium will
         be terminated and the property sold. See "--The Mortgage Pool Will
         Include Leasehold Mortgage Properties" above.

         In addition, the mortgaged properties with respect to 3 mortgage loans
         identified on Annex A as Pasadena Collection, Intracorp Building and
         Wednesbury Medical Office, representing approximately 0.2%, 0.2% and
         0.1%, respectively, of the initial mortgage pool balance, are fee
         interests in condominium units. In the case of each of these loans, the
         related borrower controls the condominium board.

         In addition, the borrower under one mortgage loan identified on Annex A
         to this prospectus supplement as Waikiki Galleria, representing 2.8% of
         the initial mortgage pool balance, has the right to convert the
         mortgaged property to a condominium form of ownership and obtain the
         release of a condominium unit. See "Annex B--Structural and Collateral
         Term Sheet--Ten Largest Mortgage Loans--Waikiki Galleria."

     o   Some of the Mortgaged Properties Are Legal Nonconforming Uses or Legal
         Nonconforming Structures. Some of the mortgage loans are secured by a
         mortgage lien on a property that is a legal nonconforming use or a
         legal nonconforming structure. This may impair the ability of the
         borrower to restore the improvements on a mortgaged property to its
         current form or use following a major casualty. See "Description of the
         Mortgage Pool--Additional Loan and Property Information--Zoning and
         Building Code Compliance" in this prospectus supplement and "Risk
         Factors--Changes in Zoning Laws May Adversely Affect the Use or Value
         of a Real Property" in the accompanying prospectus.

     o   Some of the Mortgaged Properties May Not Comply with the Americans with
         Disabilities Act of 1990 or Similar Laws. Some of the mortgaged
         properties securing mortgage loans that we intend to include in the
         trust may not comply with the Americans with Disabilities Act of 1990
         or similar state laws. Compliance, if required, can be expensive. A
         borrower may be required to comply with other existing and future
         federal, state or local laws and regulations applicable to the related
         mortgaged property, for example, zoning laws, expenditures of costs
         associated therewith or the imposition of injunctive relief, penalties
         or fines in connection with the borrower's noncompliance could
         negatively impact the borrower's cash flow and consequently, its
         ability to pay its mortgage loan. See "Risk Factors--Compliance with
         the Americans with Disabilities Act of 1990 May Be Expensive" and
         "Legal Aspects of Mortgage Loans--Americans with Disabilities Act" in
         the accompanying prospectus.

o        Multiple Mortgaged Properties Are Owned by the Same Borrower,
         Affiliated Borrowers or Borrowers with Related Principals or Are
         Occupied, in Whole or in Part, by the Same Tenant or Affiliated
         Tenants. Thirteen separate groups of mortgage loans have borrowers
         that, in the case of each of those groups, are the same or under common
         control. The three largest of these other separate groups represent
         17.8%, 5.9% and 2.8%, respectively, of the initial mortgage pool
         balance. See "Description of the Mortgage Pool--Multi-Property Mortgage
         Loans and Mortgage Loans with Affiliated Borrowers" in this prospectus
         supplement.

         In addition, there are tenants who lease space at more than one
         mortgaged property securing mortgage loans that we intend to include in
         the trust. Furthermore, there may be tenants that are related to or
         affiliated with a borrower. See Annex A to this prospectus supplement
         for a list of the three largest tenants (based on square feet occupied)
         at each of the mortgaged properties.

         The bankruptcy or insolvency of, or other financial problems with
         respect to, any borrower or tenant that is, directly or through
         affiliation, associated with two or more of the mortgaged properties
         securing mortgage loans could have an adverse effect on all of those
         properties and on the ability of those properties to produce sufficient
         cash flow to make required payments on the related mortgage loans in
         the trust. A bankruptcy proceeding of a borrower or a tenant could
         materially and adversely affect the ability to liquidate the related
         mortgaged property. See "Risk Factors--Repayment of a Commercial or
         Multifamily Mortgage Loan Depends on the Performance and Value of the
         Underlying Real Property, Which May

                                      S-45


         Decline Over Time, and the Related Borrower's Ability to Refinance the
         Property, of Which There Is No Assurance--Tenant Bankruptcy Adversely
         Affects Property Performance," "--Borrower Concentration Within a Trust
         Exposes Investors to Greater Risk of Default and Loss" and "--Borrower
         Bankruptcy Proceedings Can Delay and Impair Recovery on a Mortgage Loan
         Underlying Your Offered Certificates" in the accompanying prospectus.

     o   The Borrower's Form of Entity May Cause Special Risks. Mortgage loans
         made to legal entities may entail risks of loss greater than those of
         mortgage loans made to individuals. For example, a legal entity, as
         opposed to an individual, may be more inclined to seek legal protection
         from its creditors under the bankruptcy laws. Unlike individuals
         involved in bankruptcies, most of the entities generally do not have
         personal assets and creditworthiness at stake. The terms of the
         mortgage loans generally require that the borrowers covenant to be
         single-purpose entities, although in many cases the borrowers are not
         required to observe all covenants and conditions which typically are
         required in order for them to be viewed under standard rating agency
         criteria as "special purpose entities." In general, borrowers'
         organizational documents or the terms of the mortgage loans limit their
         activities to the ownership of only the related mortgaged property or
         properties and limit the borrowers' ability to incur additional
         indebtedness. These provisions are designed to mitigate the possibility
         that the borrowers' financial condition would be adversely impacted by
         factors unrelated to the mortgaged property and the mortgage loan in
         the pool. However, we cannot assure you that the related borrowers will
         comply with these requirements. The bankruptcy of a borrower, or a
         general partner or managing member of a borrower, may impair the
         ability of the lender to enforce its rights and remedies under the
         related mortgage. Borrowers that are not special purpose entities
         structured to limit the possibility of becoming insolvent or bankrupt,
         may be more likely to become insolvent or the subject of a voluntary or
         involuntary bankruptcy proceeding because such borrowers may be:

         o   operating entities with business distinct from the operation of the
             property with the associated liabilities and risks of operating an
             ongoing business; or

         o   individuals that have personal liabilities unrelated to the
             property.

         However, any borrower, even a special purpose entity structured to be
         bankruptcy-remote, as an owner of real estate, will be subject to
         certain potential liabilities and risks. We cannot assure you that any
         borrower will not file for bankruptcy protection or that creditors of a
         borrower or a corporate or individual general partner or managing
         member of a borrower will not initiate a bankruptcy or similar
         proceeding against such borrower or corporate or individual general
         partner or managing member.

         Furthermore, with respect to any related borrowers, creditors of a
         common parent in bankruptcy may seek to consolidate the assets of such
         borrowers with those of the parent. Consolidation of the assets of such
         borrowers would likely have an adverse effect on the funds available to
         make distributions on your certificates, and may lead to a downgrade,
         withdrawal or qualification of the ratings of your certificates. See
         "Borrower Bankruptcy Proceedings Can Delay and Impair Recovery on a
         Mortgage Loan Underlying Your Offered Certificates" in the accompanying
         prospectus.

     o   Some of the Mortgaged Properties Are Owned by Borrowers That Are
         Tenants-In-Common. Sixteen of the mortgage loans, which collectively
         represent 13.1% of the initial mortgage pool balance, are owned by
         borrowers that are tenants-in-common, each of which tenant-in-common
         borrower is a single purpose entity. In general, with respect to a
         tenant-in-common ownership structure, each tenant-in-common owns an
         undivided share in the property and if a tenant-in-common desires to
         sell its interest in the property (and is unable to find a buyer or
         otherwise needs to force a partition) such tenant-in-common has the
         ability to seek a partition of the property (requesting that a court
         order a sale of the property and a distribution of the proceeds
         proportionally). If a tenant-in-common exercises its right of
         partition, the related mortgage loan may be subject to prepayment. In
         order to reduce the likelihood of a partition action, the SPE
         tenant-in-common borrowers have (i) covenanted in their loan documents
         not to commence a partition action and/or (ii) affirmatively waived
         their right to seek a partition or covenanted not to exercise their
         right to commence a partition action under their respective
         tenant-in-common agreements or it is an event of default under the loan
         documents to seek to partition the mortgaged property. However, there
         can be no assurance that, if challenged, a waiver would be enforceable
         or that it would be enforced in a bankruptcy

                                      S-46


         proceeding. The non-SPE tenant-in-common borrowers are not precluded
         from commencing a partition action under their organizational documents
         and have not waived their right to seek a partition action under their
         organizational documents. As such, there is a greater risk of
         prepayment as a result of a partition.

         In addition, enforcement of remedies against tenant-in-common borrowers
         may be prolonged because each time a tenant-in-common borrower files
         for bankruptcy, the bankruptcy court stay is reinstated. This risk can
         be mitigated if, after the commencement of the first such bankruptcy, a
         lender commences an involuntary proceeding against the other
         tenant-in-common borrowers and moves to consolidate all such cases.
         There can be no assurance that a court will consolidate all such cases.
         With respect to each of the tenant-in-common loans, the loan documents
         provide that the portion of the loan attributable to each
         tenant-in-common interest that files for bankruptcy protection (or the
         entire outstanding loan balance) will become full recourse to such
         tenant-in-common borrower, and its owner or guarantor, if such
         tenant-in-common borrower files for bankruptcy.

     o   Some of the Mortgaged Properties Are or May Be Encumbered by Additional
         Debt. Certain mortgaged properties that secure mortgage loans that we
         intend to include in the trust are or may in the future be encumbered
         by subordinate debt. Five of the mortgage loans, representing 13.0% of
         the initial mortgage pool balance, are secured by mortgaged properties
         that also secure other mortgage loans in a split loan structure, which
         other mortgage loans (also referred to as companion loans) are either
         subordinate or pari passu to the mortgage loans included in the
         mortgage pool. The mortgage loans in each split loan structure are
         cross-defaulted with each other. See "Description of the Mortgage
         Pool--Split Loan Structure," "Annex B--Structural and Collateral Term
         Sheet--Ten Largest Mortgage Loans--Shops at Wailea," "--1440 Broadway"
         and "--Grand Canal Shoppes at the Venetian" in this prospectus
         supplement for a discussion of subordinate and pari passu companion
         loans.

         The existence of secured subordinate indebtedness may adversely affect
         the borrower's financial viability and/or the trust's security interest
         in the mortgaged property. Any or all of the following may result from
         the existence of secured subordinate indebtedness on a mortgaged
         property:

         1.  refinancing the related underlying mortgage loan at maturity for
             the purpose of making any balloon payments may be more difficult;

         2.  reduced cash flow could result in deferred maintenance at the
             particular property;

         3.  borrower may have difficulty servicing and repaying multiple loans;

         4.  if the holder of the other debt files for bankruptcy or is placed
             in involuntary receivership, foreclosing on the particular property
             could be delayed; and

         5.  if the mortgaged property depreciates for whatever reason, the
             related borrower's equity is more likely to be extinguished,
             thereby eliminating the related borrower's incentive to continue
             making payments on its mortgage loan in the trust.

         The holder of a subordinate companion note may in the future be an
         affiliate of the borrower; however, the related co-lender agreement
         will provide that such holder will not be entitled to advise or direct
         the special servicer.

         Other loans may have secured subordinate debt as described under
         "Description of the Mortgage Pool--Additional Loan and Property
         Information--Other Financing" in this prospectus supplement.

         In addition, substantially all of the mortgage loans permit the related
         borrower to incur limited indebtedness in the ordinary course of
         business that is not secured by the related mortgaged property. In
         addition, the borrowers under certain of the mortgage loans have
         incurred and/or may incur in the future unsecured debt other than in
         the ordinary course of business. Moreover, in general, any borrower
         that does not meet single-purpose entity criteria may not be restricted
         from incurring unsecured debt or debt secured by other property of the
         borrower.

                                      S-47


     o   The Ownership Interests in Some Borrowers Have Been or May Be Pledged
         to Secure Debt. Certain borrowers or affiliates of borrowers under
         mortgage loans we intend to include in the trust have pledged or may in
         the future pledge their interest in the borrower as security for a
         loan. With respect to four of the mortgage loans, secured by the
         mortgaged properties identified on Annex A to this prospectus
         supplement as Place Properties Portfolio, 1700 Market Street, Olathe
         Station and 500 East 84th Avenue collectively representing 6.6% of the
         initial mortgage pool balance, equity holders of the related borrowers
         have incurred mezzanine debt from third party lenders secured by a
         pledge of an equity interest in the related borrower. The equity owner
         of the borrower under the mortgage loan secured by the mortgaged
         property identified on Annex A as One South Street also incurred debt
         secured by an equity interest in the equity owner, as described below
         under "Description of the Mortgage Pool--Additional Loan and Property
         Information--Other Financing." With respect to the mortgage loan
         secured by the mortgaged property identified on Annex A to this
         prospectus supplement as Hotel Burnham, the borrower incurred
         subordinate debt secured by a pledge of an equity interest in the
         borrower.

         With respect to fifteen of the mortgage loans, secured by the mortgaged
         properties identified on Annex A to this prospectus supplement as North
         Star Mall, The Crescent, Mall St. Matthews, Westin Kierland, Shops at
         Wailea, 1370 Avenue of the Americas, Doral Arrowwood Hotel, Seattle
         Tower, Irvine Technology Center-I, Grand Canal Shoppes at the Venetian,
         Bloomfield Park Gateway Center, Hampton Inn Camarillo, Harbor Medical
         Office, Wednesbury Medical Office and Anderson Crossing Shopping
         Center, equity holders of the related borrowers may in the future incur
         mezzanine debt, secured by a pledge of a direct or indirect equity
         interest in the related borrower, subject to the terms of the related
         loan documents. Additionally, the mezzanine debt incurred on the
         mortgaged property identified on Annex A to this prospectus supplement
         as 1700 Market Street may be refinanced with new mezzanine debt having
         a greater principal amount than the current outstanding mezzanine debt
         secured by a pledge of a direct or indirect equity interest in the
         related borrower, subject to the satisfaction of certain conditions set
         forth in the related mortgage loan documents, including a combined loan
         to value ratio (inclusive of the mortgage loan and mezzanine loan) of
         not more than 85%.

         In general, with respect to the equity pledges described above, the
         related mezzanine lender has (or, with respect to a future mezzanine
         loan, that mezzanine lender may have) the option to purchase the
         mortgage loan if (i) an acceleration of the mortgage loan has occurred,
         (ii) certain enforcement actions, such as a foreclosure, have been
         commenced or (iii) the mortgage loan becomes a specially serviced
         mortgage loan. The purchase price must generally be at least equal to
         the outstanding principal balance of the mortgage loan together with
         accrued and unpaid interest thereon and other amounts due on the
         mortgage loan, but in some cases, may exclude any yield maintenance
         premium or default interest that would have otherwise been payable by
         the related borrower and, in some cases, may not include a liquidation
         fee that may be payable by the trust.

         The related mezzanine lender may also have the right to receive notice
         from the related mortgagee of any borrower default and the right to
         cure that default. The mezzanine lender generally will have a specified
         period of time, set forth in the related intercreditor agreement, to
         cure any default. The mezzanine lender may be prohibited from curing
         monetary defaults for longer than a specified number of months or be
         subject to other requirements. Before the lapse of a mezzanine lender's
         cure period, neither the master servicer nor the special servicer may
         foreclose on the related mortgaged property or exercise any other
         remedies with respect to the mortgaged property.

         While a mezzanine lender has no security interest in or rights to the
         related mortgaged properties, a default under a mezzanine loan could
         cause a change in control of the related borrower. With respect to
         these mortgage loans, the relative rights of the mortgagee and the
         related mezzanine lender are set forth in an intercreditor agreement,
         which generally provides that the rights of the mezzanine lender
         (including the right to payment) are subordinate to the rights of the
         mortgage loan lender against the mortgage loan borrower and mortgaged
         property. See "Description of the Mortgage Pool--Additional Loan and
         Property Information--Other Financing" and "Annex B--Structural and
         Collateral Term Sheet--Ten Largest Mortgage Loans--Place Properties
         Portfolio" in this prospectus supplement.

                                      S-48


         The mezzanine debt holder with respect to any mezzanine debt and any
         future mezzanine debt may in the future be an affiliate of the
         borrower. Therefore, the interests of the mezzanine debt holder may
         conflict with your interests.

         The existence of mezzanine indebtedness may result in reduced cash flow
         to the related borrowers (after payments of debt service on the
         mortgage loan and the mezzanine loan), which in turn could result in
         the deferral of expenditures for property maintenance and/or increase
         the likelihood of a borrower bankruptcy. See "Risk Factors--Subordinate
         Debt Increases the Likelihood That a Borrower Will Default on a
         Mortgage Loan Underlying Your Offered Certificates" and "Legal Aspects
         of Mortgage Loans--Subordinate Financing" in the accompanying
         prospectus. In a bankruptcy proceeding, the trust would face certain
         limitations, and the holders of mezzanine indebtedness would likely
         contest any attempt to foreclose on the related property or properties.
         See, generally, "Risk Factors--Borrower Bankruptcy Proceedings Can
         Delay and Impair Recovery on a Mortgage Loan Underlying Your Offered
         Certificates" in the accompanying prospectus.

         In addition, the borrowers under five mortgage loans, North Star Mall,
         Grand Canal Shoppes at the Venetian, Mall St. Matthews, 1440 Broadway
         and Irvine Technology Center-I are permitted to pledge direct interests
         in themselves or issue preferred equity or debt granting similar rights
         as preferred equity so long as confirmation has been received from each
         rating agency that the debt would not result in the downgrade,
         withdrawal or qualification of the then-current ratings of the
         certificates.

         See "Description of the Mortgage Pool--Additional Loan and Property
         Information--Other Financing" in this prospectus supplement and "Risk
         Factors--Subordinate Debt Increases the Likelihood That a Borrower Will
         Default on a Mortgage Loan Underlying Your Offered Certificates" in the
         accompanying prospectus.

     o   The Mortgaged Properties that Secure Seven Mortgage Loans also Secure
         Another Mortgage Loan that Is Not in the Trust and the Interests of the
         Holders of those Other Mortgage Loans May Conflict with Your Interests.
         Seven mortgage loans, representing 21.4% of the initial mortgage pool
         balance, are each part of a split loan structure, each comprised of two
         or more mortgage loans that are secured by a single mortgage instrument
         on the same mortgaged property. Each of such mortgage loans is subject
         to a co-lender agreement or intercreditor agreement, as applicable,
         which provides, among other things, except in the case of the mortgage
         loans in a split loan structure identified in Annex A to this
         prospectus supplement as Toringdon II, that the holder of the mortgage
         loans that are not included in the trust (whether subordinate or pari
         passu in right of payment with the mortgage loan included in the trust)
         will have certain rights (i) to advise, consult or consent with the
         special servicer with respect to various servicing matters affecting
         all of the mortgage loans in the split loan structure and/or (ii)
         replace the special servicer with respect to the mortgage loans in the
         split loan structure. See "Description of the Mortgage Pool--Split Loan
         Structure" and "Servicing Under the Pooling and Servicing
         Agreement--The Directing Holders" in this prospectus supplement. The
         holders of the mortgage loans that are not included in the trust may
         have interests that conflict with your interests. See "--Conflicts of
         Interest" below.

     o   Changes in Mortgage Pool Composition Can Change the Nature of Your
         Investment. If you purchase any of the class A-2, class A-3, class A-4,
         class A-5, class A-6, class A-J, class B, class C, class D and Class E
         certificates, you will be more exposed to risks associated with changes
         in concentrations of borrower, loan or property characteristics than
         are persons who own any other class of offered certificates with a
         shorter weighted average life, such as the class A-1 certificates. This
         is so because the longer mortgage loans are outstanding in a mortgage
         pool the greater the chances are that a borrower in such mortgage pool
         will default or prepay a mortgage loan. Such default or prepayment will
         in turn increase the concentration of all other borrowers, or other
         loans or property characteristics and therefore a certificate with a
         longer weighted average life is more likely to be exposed to such
         increased concentrations. See "Risk Factors--Changes in Pool
         Composition Will Change the Nature of Your Investment" in the
         accompanying prospectus.

     o   Lending on Income-Producing Real Properties Entails Environmental
         Risks. The trust could become liable for a material adverse
         environmental condition at any of the mortgaged properties securing the
         mortgage loans in the trust. Any potential environmental liability
         could reduce or delay payments on the offered certificates.

                                      S-49


     With respect to each of the mortgaged properties securing mortgage loans
that we intend to include in the trust, a third-party consultant conducted a
Phase I environmental site assessment or updated a previously conducted Phase I
environmental site assessment. In the case of 156 mortgaged properties, securing
99.1% of the initial mortgage pool balance, all of the environmental assessments
were completed during the 12-month period ending on the cut-off date. With
respect to 3 mortgaged properties, securing 0.9% of the initial mortgage pool
balance, the environmental assessments were completed during the period from 12
months to 15 months preceding the cut-off date. To the extent that any Phase I
environmental site assessment recommended a Phase II environmental site
assessment or other follow-up measures, such Phase II or other follow-up was
performed. Phase II investigation typically consists of sampling and/or testing.

     If the environmental assessments identified the presence of material
amounts of asbestos-containing materials, lead-based paint and/or radon, the
environmental consultant generally recommended, and the related loan documents
generally required the establishment of, or there was generally implemented, an
operation and maintenance plan or the implementation of a remediation program to
address the issue. The presence of such materials could result in a claim for
damages.

     If the environmental assessments identified potential problems at
properties adjacent or otherwise near to the related mortgaged properties, the
related borrower was generally required to monitor the environmental condition
and/or to carry out additional testing, or obtain confirmation that a third
party is the responsible party. To the extent a third party "responsible party"
was identified, generally the borrower will not be required to take any action
regarding potential problems at an adjacent or nearby property.

     In other cases, the environmental testing identified problems at certain of
the mortgaged properties. In these cases, unless a state funded program was
identified as a source of funding for remediation costs or the related borrower
received a "no further action" letter from the relevant governmental department,
the related borrower was required to do one or more of the following:

     o   take remedial action if no third party was identified as being
         responsible for the remediation;

     o   deposit a cash reserve in an amount generally equal to 100% to 125% of
         the estimated cost of the remediation;

     o   monitor the environmental condition and/or carry out additional
         testing; and/or

     o   obtain an environmental insurance policy (which may contain specific
         coverage limits and deductibles and which may not be sufficient to
         cover all losses resulting from certain environmental conditions).

     With respect to the mortgaged property securing the loan identified on
Annex A to this prospectus supplement as Eastgate Center, representing 0.1% of
the initial mortgage pool balance, perchloroethane released into the soil by a
dry cleaner tenant was discovered in 1999. The tenant last performed dry
cleaning functions at the property in 1995. In June of 2002, the tenant was
accepted into the North Carolina Department of Environment and Natural Resources
Dry Cleaning Fund Program. As a condition to the purchase of the property by the
borrower, the tenant's owner has entered into an agreement with the borrower in
which it acknowledged responsibility for the contamination present on the
property, agreed to comply with all requirements of the North Carolina program,
including the payment of all costs to conduct assessments and/or remediation
work, and agreed to indemnify the borrower and the lender against any
liabilities relating to the contamination. The borrower has also agreed to
become a co-petitioner under the program, with the understanding that the tenant
will be responsible for all out of pocket costs associated with investigation
and, if required, remediation of the property.

     In the case of the mortgage loan identified on Annex A to this prospectus
supplement as 25 Melville Road included in the trust, representing 0.3% of the
initial mortgage pool balance, the mortgaged property securing the mortgage loan
has documented chlorinated solvent impact to soil and groundwater. The
appropriate regulators have been notified and the site is currently under
remediation with their oversight. An initial escrow of $2,000,000 was
established to fund the clean up and at the time of the environmental site
assessment, $1,000,000 remained in the escrow. Based on the environmental
report, the cost of the remaining remedial activities is estimated to be
$1,000,000. According to the environmental report, Arcadis, the contractor
completing the remedial activities, has also guaranteed that it will obtain a
"no further action" letter for the onsite case, regardless of the escrow
balance. In

                                      S-50


addition, the borrower has procured a Federal Insurance Company (Chubb)
Environmental Site Liability insurance policy with limits of $10,000,000, a
deductible of $50,000 and a term extending to 2012. This environmental insurance
policy is for unknown conditions and specifically excludes the costs associated
with asbestos containing materials and claims for lead based paint (which have
not been identified at the site), as well as the approved Remedial Action Work
Plan submitted to the regulators to address the chlorinated solvent issues. We
cannot assume that the amounts escrowed for the remediation will be sufficient
to pay all remediation costs.

     With respect to the mortgaged property securing the mortgage loan
identified on Annex A to this prospectus supplement as North Star Mall,
representing 6.9% of the initial mortgage pool balance, the environmental site
assessment ("ESA") identified impact to soil and groundwater from the Texaco
site at the mortgaged property. The ESA recommended sampling of the monitoring
wells located at the Texaco site to document current groundwater conditions and
pursue case closure from the Texas Commission on Environmental Quality ("TCEQ").
The ESA indicates that case closure should be achieved after the submission of
satisfactory sampling reports to the TCEQ. If additional environmental remedial
activity is required, based upon the monitoring results, then the borrower will
be required to conduct such activity. If the cost of any such remedial activity
is projected to exceed 5% of the amount of the mortgage loan, then either (i)
the borrower will deliver reasonably satisfactory evidence that an independent
creditworthy third party has been identified as the responsible party and will
conduct such remedial activity, or (ii) such remedial activity will be conducted
by the borrower, and the borrower will comply with the requirements of the loan
documents, including the delivery of a completion guarantee from an acceptable
independent creditworthy guarantor. In the event additional remedial activity is
required, the borrower may incur costs and expenses. There can be no assurance
that such additional costs and expenses will not adversely impact the borrower
or its ability to satisfy its obligations under the mortgage loan.

     In a few cases where a responsible party, other than the related borrower,
had been identified with respect to a potential adverse environmental condition
at a mortgaged property securing a mortgage loan that we intend to include in
the trust, the environmental consultant did not recommend that any action be
taken by the related borrower. There can be no assurance, however, that such a
responsible party will be willing or financially able to address the subject
condition.

     Furthermore, any particular environmental assessment may not have tested
for or revealed all potentially adverse conditions and there may be material
environmental liabilities of which we are not aware. For example, testing for
lead-based paint, lead in drinking water and radon was done only if the
originating lender determined or the environmental consultant recommended that
the use, age and condition of the subject property warranted that testing. There
can be no assurance that--

     o   the environmental assessments referred to above identified all material
         adverse environmental conditions and circumstances at the subject
         properties,

     o   the recommendation of the environmental consultant was, in the case of
         all identified problems, the appropriate action to take,

     o   any environmental escrows that may have been established will be
         sufficient to cover the recommended remediation or other action; or

     o   the required environmental insurance policy will be obtained.

     See "Description of the Mortgage Pool--Assessments of Property
Condition--Environmental Assessments" in this prospectus supplement and "Risk
Factors--Environmental Liabilities Will Adversely Affect the Value and Operation
of the Contaminated Property and May Deter a Lender from Foreclosing" and "Legal
Aspects of Mortgage Loans--Environmental Considerations" in the accompanying
prospectus.

     Problems associated with mold may pose risks to the real property and may
also be the basis for personal injury claims against a borrower. Although the
mortgaged properties are required to be inspected periodically, there is no set
of generally accepted standards for the assessment of mold currently in place.
If left unchecked, the growth of mold could result in the interruption of cash
flow, litigation and remediation expenses which could adversely impact
collections from a mortgaged property.

                                      S-51


     Property Inspectors May Not Adequately Identify Property Conditions and
Such Conditions Could Result in Loss to Certificateholders. In connection with
the origination of each mortgage loan, engineering firms inspected each
mortgaged property securing all of the mortgage loans that we intend to include
in the trust, to assess--

     o   the structure, exterior walls, roofing, interior construction,
         mechanical and electrical systems, and

     o   the general condition of the site, buildings and other improvements
         located at each mortgaged property.

     Except in the case of 2 mortgaged properties, representing 0.3% of the
initial mortgage pool balance, the mortgaged properties were inspected during
the 12-month period preceding the cut-off date.

     In some cases, the inspections identified conditions requiring escrows to
be established for repairs or replacements estimated to cost in excess of
$100,000. In those cases, the related originator generally required the related
borrower to fund reserves, obtain a guaranty from the parent or sponsor or
deliver letters of credit or other instruments, to cover these costs.

     There can be no assurance that the above-referenced inspections identified
all risks related to property conditions at the mortgaged properties securing
the mortgage loans or that adverse property conditions, including deferred
maintenance and waste, have not developed at any of the mortgaged properties
since that inspection.

     Limitations Related to Multi-Property Mortgage Loans. The mortgage pool
will include mortgage loans that are secured by multiple mortgaged properties.
These mortgage loans are identified in the tables contained in Annex A. The
purpose of securing any particular mortgage loan with multiple properties is to
reduce the risk of default or ultimate loss on such mortgage loan or mortgage
loans as a result of an inability of any particular mortgaged property to
generate sufficient net operating income to pay debt service. However, some of
these mortgage loans may permit--

     o   the release of one or more of the mortgaged properties from the related
         mortgage lien, and/or

     o   a full or partial termination of the applicable
         cross-collateralization,

in each case, upon the satisfaction of the conditions described under
"Description of the Mortgage Pool--Terms and Conditions of the Trust Mortgage
Loans" and "--Multi-Property Mortgage Loans and Mortgage Loans with Affiliated
Borrowers" in this prospectus supplement.

     When multiple properties secure an individual mortgage loan, the amount of
the mortgage encumbering any particular one of those mortgaged properties may be
less than the full amount of that individual mortgage loan, generally to avoid
recording tax. This mortgage amount may equal the appraised value or allocated
loan amount for the mortgaged property and will limit the extent to which
proceeds from the mortgaged property will be available to offset declines in
value of the other properties securing the same mortgage loan.

     One multi-property mortgage loan, representing 2.7% of the initial mortgage
pool balance, is secured by mortgaged properties located in two or more states.
Upon a default under this mortgage loan, it may not be possible to foreclose on
the related mortgaged properties simultaneously because foreclosure actions are
brought in state or local court and the courts of one state cannot exercise
jurisdiction over property in another state.

     Limited Information Causes Uncertainty. Some of the mortgage loans that we
intend to include in the trust are loans that were made to enable the related
borrower to acquire the related mortgaged property. Accordingly, for certain of
these loans limited or no historical operating information is available with
respect to the related mortgaged properties. As a result, you may find it
difficult to analyze the historical performance of those properties.

     No Reunderwriting of the Mortgage Loans. We have not reunderwritten the
mortgage loans. Instead, we have relied on the representations and warranties
made by the mortgage loan sellers, the applicable mortgage loan seller's
obligation to repurchase or cure a mortgage loan in the event that a
representation or warranty was not true when made and such breach materially and
adversely affects the value of the mortgage loan or the interests of the
certificateholders. These representations and warranties do not cover all of the
matters that we would review in underwriting a mortgage loan and you should not
view them as a substitute for reunderwriting the mortgage loans. If we had
reunderwritten the mortgage loans, it is possible that the reunderwriting
process may have revealed

                                      S-52


problems with a mortgage loan not covered by a representation or warranty. In
addition, we can give no assurance that the applicable mortgage loan seller will
be able to repurchase a mortgage loan if a representation or warranty has been
breached. See "Description of the Mortgage Pool--Representations and Warranties"
and "--Cures and Repurchases" in this prospectus supplement.

     Tax Considerations Related to Foreclosure. If the trust were to acquire an
underlying real property through foreclosure or similar action, the special
servicer may be required to retain an independent contractor to operate and
manage the property. Any net income from that operation and management, other
than qualifying rents from real property within the meaning of section 856(d) of
the Internal Revenue Code of 1986, as amended, as well as any rental income
based on the net profits of a tenant or sub-tenant or allocable to a service
that is non-customary in the area and for the type of building involved, will
subject REMIC I to federal, and possibly state or local, tax as described under
"Federal Income Tax Consequences--REMICs--Prohibited Transactions Tax and Other
Taxes" in the accompanying prospectus. The risk of taxation being imposed on
income derived from the operation of foreclosed real property is particularly
present in the case of hospitality properties. Those taxes, and the cost of
retaining an independent contractor, would reduce net proceeds available for
distribution with respect to the series 2005-GG3 certificates. In addition, if
the trust were to acquire one or more mortgaged properties pursuant to a
foreclosure or deed in lieu of foreclosure, upon acquisition of those mortgaged
properties, the trust may in certain jurisdictions, particularly in New York, be
required to pay state or local transfer or excise taxes upon liquidation of such
properties. Such state or local taxes may reduce net proceeds available for
distribution with respect to the series 2005-GG3 certificates.

     Prior Bankruptcies. We are aware that, in the case of the mortgage loans
identified on Annex A to this prospectus supplement as Eagle Mountain Shopping
Center, Northfield Commons, Hartland Village Shopping Center and Anderson
Crossing Shopping Center, which mortgage loans represent 0.6% of the initial
mortgage pool balance, a principal or affiliate of the related borrower emerged
from bankruptcy more than 5 years but less than 10 years ago.

     We are not aware of any other mortgage loans that we intend to include in
the trust as to which a direct principal of the related borrower was a party to
a bankruptcy proceeding. However, there can be no assurance that principals or
affiliates of other borrowers have not been a party to bankruptcy proceedings.
See "Risk Factors--Borrower Bankruptcy Proceedings Can Delay and Impair Recovery
on a Mortgage Loan Underlying Your Offered Certificates" in the accompanying
prospectus. In addition, certain tenants at some of the mortgaged properties may
have been, may currently be or in the future may become a party to a bankruptcy
proceeding, as discussed above under "--86.0% of the Initial Mortgage Pool
Balance Will Be Secured by Mortgage Liens on the Respective Borrower's Interest
in Each of the Following Property Types--Retail and Office."

     Litigation and Other Matters Affecting the Mortgaged Properties or
Borrowers. There may be pending or threatened legal proceedings against the
borrowers and the managers of the mortgaged properties and their respective
affiliates arising out of their ordinary business. Any such litigation may
materially impair distributions to certificateholders if borrowers must use
property income to pay judgments or litigation costs. We cannot assure you that
any litigation will not have a material adverse effect on your investment.

     With respect to the mortgage loan identified on Annex A to this prospectus
supplement as 498 Seventh Avenue, representing approximately 5.0% of the initial
mortgage pool balance, a judgment in the amount of $4,529,440.67, plus interest
and costs, was entered against the borrower of the 498 Seventh Avenue mortgage
loan in March 2004. While the tenant-plaintiff in the litigation giving rise to
such judgment acknowledges that it has received rent credits, abatements,
offsets and cash in the amount of $6,307,456.95 in satisfaction of such
judgment, the parties continue to dispute the award of tenant-plaintiff's legal
fees, the amount of such fees and interest payable thereon. While the lender has
taken a reserve of $1 million in respect of the disputed legal fees, and the 498
Seventh Avenue loan documents provide for additional reserves if the amount of
any final award or settlement related to such fees is in excess of $1 million,
to the extent a docketed judgment creates a lien against the real property of a
defendant in the State of New York, the judgment against the related borrower
prior to the lien of the 498 Seventh Avenue mortgage loan.

     Impact Of Current Events On Financial Markets. The impact of recent
international events involving the United States, such as the war in Iraq and
terrorist attacks, is uncertain. These events could lead to general economic
downturn, including a reduction in travel and personal spending, increased oil
prices, loss of jobs and an

                                      S-53


overall weakened investor confidence. Among other things, reduced investor
confidence may result in substantial volatility in securities markets and a
decline in real estate-related investments.

     Furthermore, it is uncertain what effects the events of September 11, 2001
and future terrorist activities and/or any consequent actions on the part of the
United States Government and others, including military action, will have on:
(a) U.S. and world financial markets; (b) local, regional and national
economies; (c) real estate markets across the U.S.; (d) particular business
segments, including those that are important to the performance of the mortgaged
properties that secure the mortgage loans included in the trust; and/or (e)
insurance costs and the availability of insurance coverage for terrorist acts.

     As a result of the foregoing, defaults on commercial real estate loans
could increase, and, regardless of the performance of the underlying mortgage
loans, the liquidity and market value of the offered certificates may be
impaired. See "Risk Factors--Lack of Liquidity Will Impair Your Ability to Sell
Your Offered Certificates and May Have an Adverse Effect on the Market Value of
Your Offered Certificates," "--The Market Value of Your Certificates May Be
Adversely Affected by Factors Unrelated to the Performance of Your Offered
Certificates and the Underlying Mortgage Assets, such as Fluctuations in
Interest Rates and the Supply and Demand of CMBS Generally" and "--Repayment of
a Commercial or Multifamily Mortgage Loan Depends on the Performance and Value
of the Underlying Real Property, Which May Decline Over Time, and the Related
Borrower's Ability to Refinance the Property, of Which There Is No Assurance" in
the accompanying prospectus.

CONFLICTS OF INTEREST

     General. The potential for various conflicts of interest exists with
respect to the offered certificates, including conflicts of interest among
certain of the borrowers, the holders of the loans in a split loan structure,
the property or asset managers, the depositor, Goldman, Sachs & Co. and
Greenwich Capital Markets, Inc., in their capacity as co-lead underwriters, and
the master servicer and special servicer, who may purchase some of the
non-offered certificates. Additionally, one of the underwriters, Credit Suisse
First Boston, owns an indirect minority economic interest in the borrower under
the mortgage loan identified on Annex A to this prospectus supplement as 1440
Broadway. See "Annex B--Structural and Collateral Term Sheet--Ten Largest
Mortgage Loans--1440 Broadway" in this prospectus supplement.

     Conflicts of Interest May Arise Between the Trust and the Mortgage Loan
Sellers or their Affiliates that Engage in the Acquisition, Development,
Operation, Financing and Disposition of Real Estate. Conflicts may arise because
the mortgage loan sellers or their affiliates intend to continue to actively
acquire, develop, operate, finance or dispose of real estate-related assets in
the ordinary course of their business. During the course of their business
activities, those affiliates may acquire or sell properties, or finance mortgage
loans secured by properties, including the mortgaged properties or properties
that are in the same markets as the mortgaged properties. In such case, the
interests of those affiliates may differ from, and compete with, the interests
of the trust, and decisions made with respect to those assets may adversely
affect the value of the mortgaged properties and therefore the amount and,
particularly in the case of a refinancing or sale of a mortgaged property,
timing of distributions with respect to the offered certificates.

     Conflicts of Interest May Arise in Connection with the Servicing of the
Non-Serviced Mortgage Loans. Each of the mortgage loans identified on Annex A to
this prospectus supplement as Grand Canal Shoppes at the Venetian and 1370
Avenue of the Americas are pari passu with one or more companion loans that are
not assets of the trust. In the case of the Grand Canal Shoppes at the Venetian
mortgage loan, it will be serviced under a pooling and servicing agreement
separate from the pooling and servicing agreement under which the series
2005-GG3 certificates are issued. With respect to the 1370 Avenue of the
Americas mortgage loan, it will initially be serviced under the pooling and
servicing agreement for the 2005-GG3 transaction, but after the securitization
of the 1370 Avenue of the Americas Companion Loans, may be serviced under a
pooling and servicing agreement separate from the pooling and servicing
agreement under which the series 2005-GG3 certificates are issued. The master
servicer and the special servicer that are parties to those pooling and
servicing agreements will service those mortgage loans according to the
servicing standards provided for in the related separate pooling and servicing
agreement. As a result, you will have less control over the servicing of these
mortgage loans than you would if they were being serviced by the master servicer
and the special server under the pooling and servicing agreement for this
transaction. See "Servicing Under the Pooling and Servicing Agreement--Servicing
of the Non-Serviced Loan Groups" in this prospectus supplement.

                                      S-54


     Holders of certain interests in the non-serviced loan groups will have
certain rights to remove the special servicer under the controlling pooling and
servicing agreement, although in some cases the special servicer may only be
removed for cause, and appoint a successor special servicer with respect to such
mortgage loans. The parties with this appointment power may have special
relationships or interests that conflict with those of the holders of one or
more classes of series 2005-GG3 certificates. In addition, they do not have any
duties to the holders of any class of certificates, and may act solely in their
own interests, without any liability to any certificateholders. No
certificateholder may take any action against the majority certificateholder of
the controlling class, the holders of companion loans or any other parties for
having acted solely in their respective interests. See "Description of the
Mortgage Pool--Split Loan Structure" in this prospectus supplement.

     With respect to the non-serviced loan groups, holders of pari passu
companion loans and the related controlling class of certificateholders of any
trust or operating advisors appointed by them will have certain rights to direct
or advise the special servicer with respect to certain servicing matters. The
interests of any of these holders or controlling class of certificateholders or
operating advisors may also conflict with those of the holders of the
controlling class or the interests of the holders of the offered certificates.
As a result, approvals to proposed servicer actions may not be granted in all
instances thereby potentially adversely affecting some or all of the classes of
offered certificates. No certificateholder may take any action against any of
the parties with these approval or consent rights for having acted solely in
their respective interests. See "Description of the Mortgage Pool--Split Loan
Structure" in this prospectus supplement.

     The 2004-GG2 Special Servicer may be removed as special servicer for the
Grand Canal Shoppes at the Venetian Loan Group at any time, but only for cause
and with the consent of the majority holder of the controlling class of this
trust who will appoint a replacement special servicer, subject to rating agency
confirmation that such appointment would not result in the downgrade, withdrawal
or qualification of the then current ratings of the 2005-GG3 certificates and
any certificates issued in any securitization containing a portion of the Grand
Canal Shoppes at the Venetian Loan Group.

     The special servicer for the 1370 Avenue of the Americas Trust Loan may be
removed as special servicer for the 1370 Avenue of the Americas Loan Group at
any time, with or without cause, by the holder of the 1370 Avenue of the
Americas Pari Passu Companion Loans or, if the 1370 Avenue of the Americas Pari
Passu Companion Loans have been deposited in a securitization, the majority
holder of the controlling class of the certificates issued in connection with
the securitization of the 1370 Avenue of the Americas Pari Passu Companion
Loans, who will have the right to appoint a replacement special servicer.

     The Special Servicer May Experience a Conflict of Interest in Owning
Certain Classes of Non-Offered Certificates. The holder of certain of the
non-offered certificates has the right to remove the special servicer and
appoint a successor, which may be an affiliate of such holder, and also has the
right to direct or advise the special servicer with respect to various servicing
matters. It is anticipated that the special servicer or an affiliate thereof
will be the holder of such non-offered certificates. However, the pooling and
servicing agreement provides that the mortgage loans are required to be
administered in accordance with the servicing standards without regard to
ownership of any certificate by a servicer or any of their affiliates. See
"Servicing Under the Pooling and Servicing Agreement--General" in this
prospectus supplement.

     Conflicts Between the Directing Holder and Other Certificateholders. The
directing holder will generally have the right, subject to certain limitations
described herein, to direct certain actions of the special servicer with respect
to the mortgage loans. See "Description of the Pooling and Servicing
Agreement--The Directing Holders." In addition, the special servicer generally
may be removed and replaced by the directing holder. See "Servicing Under the
Pooling and Servicing Agreement--Replacement of the Special Servicer" in this
prospectus supplement. The directing holder may have interests that differ from
those of the holders of the series 2005-GG3 certificates (if the directing
holder is a Companion Loan holder) or from the holders of other classes of the
series 2005-GG3 certificates (if the directing holder is the majority holder of
the controlling class) and as a result may direct the special servicer to take
actions that conflict with the interest of certain classes of the offered
certificates. The directing holder will have no duty or liability to any other
certificateholder.

                                      S-55


     Property Managers and Borrowers May Each Experience Conflicts of Interest
in Managing Multiple Properties. In the case of many of the mortgage loans that
we intend to include in the trust fund, the related property managers and
borrowers may experience conflicts of interest in the management and/or
ownership of the related mortgaged properties because:

     o   A substantial number of the mortgaged properties are managed by
         property managers affiliated with the respective borrowers;

     o   the property managers also may manage additional properties, including
         properties that may compete with those mortgaged properties; or

     o   affiliates of the property managers and/or the borrowers, or the
         property managers and/or the borrowers themselves, also may own other
         properties, including properties that may compete with those mortgaged
         properties.

     Conflicts Where a Borrower is Affiliated with a Tenant at the Mortgaged
Property. With respect to mortgage loans where the borrower is affiliated with a
tenant, there may be conflicts. For instance, it is more likely a landlord will
waive such lease conditions for a borrower affiliated tenant than it would for
an unaffiliated tenant. The borrower under the mortgage loan identified on Annex
A as 2040 Main Street, representing 2.1% of the initial mortgage pool balance,
is affiliated with the tenant currently leasing 47% of the net rentable area at
the mortgaged property (expected to increase to 61% of the net rentable area in
April 2007). According to the appraiser, the borrower affiliated tenant is
paying above market rents at this mortgaged property. In addition, there may be
other tenants at mortgaged properties that are affiliated with the related
borrower. There can be no assurance that the conflicts arising where a borrower
is affiliated with a tenant at a mortgaged property will not adversely impact
the value of the related mortgage loan.

              CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT

     From time to time we use capitalized terms in this prospectus supplement,
including in Annexes A and B to this prospectus supplement. Each of those
capitalized terms will have the meaning assigned to it in the glossary attached
to this prospectus supplement.

                           FORWARD-LOOKING STATEMENTS

     This prospectus supplement and the accompanying prospectus includes the
words "expects," "intends," "anticipates," "estimates" and similar words and
expressions. These words and expressions are intended to identify
forward-looking statements. Any forward-looking statements are made subject to
risks and uncertainties which could cause actual results to differ materially
from those stated. These risks and uncertainties include, among other things,
declines in general economic and business conditions, increased competition,
changes in demographics, changes in political and social conditions, regulatory
initiatives and changes in customer preferences, many of which are beyond our
control and the control of any other person or entity related to this offering.
The forward-looking statements made in this prospectus supplement are accurate
as of the date stated on the cover of this prospectus supplement. We have no
obligation to update or revise any forward-looking statement.





                                      S-56


                        DESCRIPTION OF THE MORTGAGE POOL

GENERAL

     We intend to include the 143 mortgage loans identified on Annex A to this
prospectus supplement in the trust. The mortgage loans will have an initial
mortgage loan balance as of the cut-off date of $3,604,902,433.

     Seven of the mortgage loans, representing 21.4% of the Initial Mortgage
Pool Balance, are each part of a split loan structure, comprised of two or more
mortgage loans that are secured by a single mortgage instrument on the same
mortgaged property. See "--Split Loan Structure" below.

     The Initial Mortgage Pool Balance as of the cut-off date will be
$3,604,902,433. However, the actual initial mortgage loan balance may be as much
as 5% smaller or larger than that amount if any of those mortgage loans are
removed from the Mortgage Pool or any other mortgage loans are added to the
Mortgage Pool. See "--Changes In Mortgage Pool Characteristics" below.

     The cut-off date principal balance of any mortgage loan is equal to its
unpaid principal balance as of the cut-off date, after application of all
monthly debt service payments due with respect to the mortgage loan on or before
that date, whether or not those payments were received. The cut-off date
principal balance of each mortgage loan that we intend to include in the trust
is shown on Annex A to this prospectus supplement. Those cut-off date principal
balances range from $1,119,979 to $250,391,108, and the average of those cut-off
date principal balances is $25,209,108.

     Of the mortgage loans to be included in the trust:

     o   seventy-seven mortgage loans (the "GCFP LOANS"), representing
         approximately 50.0% of the Initial Mortgage Pool Balance, were
         originated or acquired by Greenwich Capital Financial Products, Inc.
         ("GCFP");

     o   sixty-four mortgage loans (the "ARCHON LOANS") (not including the
         Jointly Sold Loans), representing approximately 38.7% of the Initial
         Mortgage Pool Balance, were originated by Archon Financial, L.P.
         ("ARCHON"); and

     o   two mortgage loans (together with the Grand Canal Shoppes at the
         Venetian Trust Loan, collectively, the "JOINTLY SOLD LOANS"),
         representing approximately 11.2% of the Initial Mortgage Pool Balance,
         were originated jointly by Archon and Commerzbank AG, New York Branch
         ("COMMERZBANK").

     The originators of the mortgage loans are referred to in this prospectus
supplement as the "ORIGINATORS." The Archon Loans were originated for sale to,
and acquired by, Goldman Sachs Mortgage Company ("GSMC"). We will acquire the
mortgage loans from GCFP, GSMC and Commerzbank (collectively, the "MORTGAGE LOAN
SELLERS") on or about February 10, 2005. We will cause the mortgage loans that
we intend to include in the trust to be assigned to the trustee pursuant to the
pooling and servicing agreement.

     Each of the mortgage loans that we intend to include in the trust is an
obligation of the related borrower to repay a specified sum with interest. Each
of those mortgage loans is evidenced by a promissory note and secured by a
mortgage, deed of trust or other similar security instrument that creates a
mortgage lien on the fee and/or leasehold interest of the related borrower or
another party in one or more commercial or multifamily properties. That mortgage
lien will, in all cases, be a first priority lien, subject only to Permitted
Encumbrances.

     You should consider each of the mortgage loans that we intend to include in
the trust to be a nonrecourse obligation of the related borrower. You should
anticipate that, in the event of a payment default by the related borrower,
recourse will be limited to the corresponding mortgaged property or properties
for satisfaction of that borrower's obligations. In those cases where recourse
to a borrower or guarantor is permitted under the related loan documents, we
have not undertaken an evaluation of the financial condition of any of these
persons. None of the mortgage loans will be insured or guaranteed by any
governmental agency or instrumentality or by any private mortgage insurer, any
Mortgage Loan Seller or any other party.

                                      S-57


     We provide in this prospectus supplement a variety of information regarding
the mortgage loans that we intend to include in the trust. When reviewing this
information, please note that--

     o   All numerical information provided with respect to the mortgage loans
         is provided on an approximate basis.

     o   All weighted average information provided with respect to the mortgage
         loans reflects a weighting by their respective cut-off date principal
         balances. We will transfer the cut-off date principal balance for each
         of the mortgage loans to the trust. We show the cut-off date principal
         balance for each of the mortgage loans on Annex A to this prospectus
         supplement.

     o   If any mortgage loan is secured by multiple mortgaged properties
         located in more than one state, a portion of the principal balance of
         that mortgage loan has been allocated to each of those properties.

     o   When information with respect to mortgaged properties is expressed as a
         percentage of the Initial Mortgage Pool Balance, the percentages are
         based upon the cut-off date principal balances of the related mortgage
         loans included in the trust or the portions of those balances allocated
         to such properties.

     o   Certain of the mortgage loans included in the trust are secured by
         properties that also secure another mortgage loan that is not included
         in the trust, which mortgage loan may be subordinated to or pari passu
         in right to payment with the mortgage loan included in the trust. See
         "Description of the Mortgage Pool--Split Loan Structure" and
         "--Additional Loan and Property Information--Other Financing" in this
         prospectus supplement.

     o   The initial mortgage pool balance and all other financial and
         statistical information provided herein, unless indicated otherwise, is
         based on the cut-off date principal balances of the mortgage loans and
         excludes any subordinate or pari passu mortgage loans.

     o   With respect to the mortgage loans that are part of a split loan
         structure, the underwritten debt service coverage ratio was calculated
         based on the monthly debt service payment due in respect of the
         mortgage loan included in the trust fund plus the non-trust pari passu
         mortgage loan(s) in that split loan structure, if any, without regard
         to the monthly debt service that is due in connection with any
         subordinate mortgage loan in that split loan structure.

     o   With respect to the mortgage loans that are part of a split loan
         structure, the cut-off date principal balance used in the calculation
         of cut-off date loan-to-appraised value ratio includes the cut-off date
         principal balance of the mortgage loan that has been included in the
         trust plus any related non-trust pari passu mortgage loan, but excludes
         the principal balance of any subordinate mortgage loan in that split
         loan structure.

     o   Statistical information regarding the mortgage loans may change prior
         to the date of initial issuance of the offered certificates due to
         changes in the composition of the Mortgage Pool prior to that date.

MULTI-PROPERTY MORTGAGE LOANS AND MORTGAGE LOANS WITH AFFILIATED BORROWERS

     The Mortgage Pool will include 7 mortgage loans, representing 5.8% of the
Initial Mortgage Pool Balance, that are, in each case, individually secured by
two or more real properties. In certain cases, in order to minimize the amount
of mortgage recording tax due in connection with the transaction, the amount of
the mortgage lien encumbering any particular one of those properties may be less
than the full amount of the related mortgage loan. The mortgage amount may equal
the appraised value or allocated loan amount for the particular real property.
This would limit the extent to which proceeds from that property would be
available to offset declines in value of the other mortgaged real properties
securing the same mortgage loan or group of cross-collateralized mortgage loans.

                                      S-58


     The mortgage pool includes twelve separate groups of mortgaged real
properties that are under common ownership and/or control and that secure two or
more mortgage loans that are not cross-collateralized, as identified in the
following table:



                                                                                                        COMBINED
                                                                                                      % OF INITIAL
                                                                                     NUMBER OF          MORTGAGE
                                 PROPERTY NAMES                                    MORTGAGE LOANS     POOL BALANCE
-----------------------------------------------------------------------------      --------------     ------------

North Star Mall/Grand Canal Shoppes at the Venetian/Mall St. Matthews........             3               17.8%
Shops at Wailea/Waikiki Galleria.............................................             2                5.9%
Village at Orange/Olathe Station/Eastwind Shopping Center....................             3                2.8%
1341 G Street/St. Louis Place................................................             2                1.3%
Portofino Plaza/Piazza Del Sol...............................................             2                1.0%
Village Shopping Center/Lowe's Plaza Shopping Center/Westwood Plaza/
   Southpointe Plaza Shopping Center/Mountain View Plaza.....................             5                0.8%
Quail Vista/Quail Corners South/Quail Corners South-Phase III/Quail Court/
   689 Sierra Rose Drive.....................................................             5                0.5%
Prairie Glen Medical Office Buildings B and C/Prairie Glen Medical Office
   Building A................................................................             2                0.5%
Highlands Shopping Center/Milestone Shopping Center/Smoky Hill Shopping Center            3                0.4%
Centra Point I/Centra Point V................................................             2                0.4%
Montgomery Crossing/Shoppes at Letson Farms..................................             2                0.4%
6801 Building/5700 Building..................................................             2                0.2%
Anderson Crossing Shopping Center /Hartland Village..........................             2                0.2%


TERMS AND CONDITIONS OF THE TRUST MORTGAGE LOANS

     Due Dates. Subject, in some cases, to a next business day convention, all
of the mortgage loans that we intend to include in the trust (other than the
mortgage loan identified on Annex A to this prospectus supplement as 1370 Avenue
of the Americas) provide for scheduled debt service payments to be due on the
first day (in the case of all of the mortgage loans originated by Archon
Financial, L.P. and Commerzbank AG, New York Branch and 7 of the mortgage loans
originated by Greenwich Capital Financial Products, Inc.) or sixth day (in the
case of 69 of the mortgage loans originated by Greenwich Capital Financial
Products, Inc.) of each month. The mortgage loan identified on Annex A to this
prospectus supplement as 1370 Avenue of the Americas provides for debt service
payments to be due on the eighth day of each month.

     Mortgage Rates; Calculations of Interest. Each of the mortgage loans that
we intend to include in the trust bears interest at a mortgage interest rate
that, in the absence of default, is fixed until maturity.

     The current mortgage interest rate for each of the mortgage loans that we
intend to include in the trust is shown on Annex A to this prospectus
supplement. As of the cut-off date, the mortgage interest rates for the mortgage
loans included in the trust ranged from 4.430% per annum to 6.756% per annum,
and the weighted average of those mortgage interest rates was 5.458% per annum.

     None of the mortgage loans that we intend to include in the trust provides
for negative amortization or for the deferral of interest.

     All of the mortgage loans included in the trust will accrue interest on the
basis of the actual number of days elapsed during each one-month accrual period
in a year of 360 days.

     Balloon Loans. One hundred forty of the mortgage loans, representing 99.1%
of the Initial Mortgage Pool Balance, are characterized by:

     o   an amortization schedule that is significantly longer than the actual
         term of the mortgage loan, and

     o   a substantial balloon payment being due with respect to the mortgage
         loan on its stated maturity date.

     Fifty-nine of the mortgage loans, representing 39.4% of the Initial
Mortgage Pool Balance, are interest only loans for a certain period, then
amortizing.

                                      S-59


     Fifteen of the mortgage loans, representing 23.5% of the Initial Mortgage
Pool Balance, are interest only loans that provide for a balloon payment being
due on their respective stated maturity dates.

     Three of the mortgage loans, representing 0.9% of the Initial Mortgage Pool
Balance, are fully amortizing.

     Amortization of Principal. The table below shows, in months, the original
and, as of the cut-off date, the remaining amortization schedules and terms to
maturity for the mortgage loans that we expect to back the offered certificates.

                                                         POOLED
                                                     MORTGAGE LOANS
                                                     --------------
ORIGINAL TERM TO MATURITY (MOS.)
Maximum.......................................              240
Minimum.......................................               59
Weighted Average..............................               94

REMAINING TERM TO MATURITY (MOS.)
Maximum.......................................              234
Minimum.......................................               51
Weighted Average..............................               91

ORIGINAL AMORTIZATION TERM (MOS.) (1)
Maximum.......................................              360
Minimum.......................................              180
Weighted Average..............................              353

REMAINING AMORTIZATION TERM (MOS.) (1)
Maximum.......................................              360
Minimum.......................................              175
Weighted Average..............................              352

----------
(1) Calculation excludes interest only loans.

     Fifty-nine mortgage loans, representing 39.4% of the Initial Mortgage Pool
Balance, require that payments of interest only be made during a 7-month to
60-month period following origination of such mortgage loans. Accordingly, with
respect to the calculation of original and remaining amortization terms in the
table above, such mortgage loans are assumed to have amortizations terms ranging
from 300 months to 360 months.

     Some of the mortgage loans included in the trust will, in each case,
provide for a recast of the amortization schedule and an adjustment of the
scheduled debt service payments on the mortgage loan upon application of
specified amounts of condemnation proceeds or insurance proceeds to pay the
related unpaid principal balance.

     Prepayment Provisions. All of the mortgage loans provide for a prepayment
lock-out period, during which voluntary principal prepayments are prohibited,
followed by one of the following:

     o   a defeasance period, during which voluntary principal prepayments are
         still prohibited, but the related borrower may obtain a release of the
         related mortgaged property through defeasance (128 mortgage loans
         representing 88.5% of the initial pool balance),

     o   a prepayment consideration period, during which voluntary prepayments
         are permitted, subject to the payment of a yield maintenance premium or
         other additional consideration for the prepayment (11 mortgage loans
         representing 1.4% of the initial pool balance),

     o   a defeasance period and a prepayment consideration period, during which
         voluntary prepayments are permitted, subject to the payment of an
         amount equal to the greater of a prepayment premium equal to 1% of the
         outstanding principal balance of the mortgage loan and a yield
         maintenance premium (2 mortgage loans representing 6.2% of the initial
         pool balance),

     o   a prepayment consideration period, during which voluntary prepayments
         are permitted, for a period of 21 months, subject to an amount equal to
         the greater of a prepayment premium of 2% of the outstanding principal
         balance of the mortgage loan and a yield maintenance premium, and for a
         period of 9 months, an

                                      S-60


         amount equal to the greater of a prepayment premium of 1% of the
         outstanding principal balance of the mortgage loan and a yield
         maintenance premium (1 mortgage loan, representing 3.7% of the initial
         pool balance), or

     o   a prepayment consideration period, during which voluntary prepayments
         are permitted, subject to the payment of a yield maintenance premium
         plus 1% of the amount being prepaid (1 mortgage loan, representing 0.2%
         of the initial pool balance).

     With respect to the mortgage loans that are in a prepayment lock-out
period--

     o   the maximum remaining prepayment lock-out period as of the cut-off date
         is 209 months,

     o   the minimum remaining prepayment lock-out period as of the cut-off date
         is 24 months, and

     o   the weighted average remaining prepayment lock-out period as of the
         cut-off date is 81 months.

     Notwithstanding otherwise applicable lock-out periods, partial prepayments
of some of the mortgage loans may occur under the circumstances described under
"--Other Prepayment Provisions" below.

     The prepayment terms of each of the mortgage loans that we intend to
include in the trust are more particularly described in Annex A to this
prospectus supplement.

     Prepayment Consideration Periods. Twelve of the mortgage loans,
representing 5.2% of the Initial Mortgage Pool Balance, provide for a period,
following their initial prepayment lock-out periods, when the loan is
voluntarily prepayable with the payment of an additional prepayment
consideration. That prepayment consideration will equal an amount calculated
based on a yield maintenance formula or the greater of:

     o   an amount calculated based on a yield maintenance formula, and

     o   a percentage of the amount prepaid (which may be a declining percentage
         over time).

     In addition, two of the mortgage loans, representing 6.2% of the Initial
Mortgage Pool Balance, provides the borrower with the option of defeasing or
prepaying the mortgage loan (which, in the case of prepayment will include an
amount equal to the greater of 1% of the amount being prepaid and a yield
maintenance charge) during a period commencing 24 months after the initial
issuance of the offered certificates.

     One of the mortgage loans, representing 0.2% of the initial mortgage pool
balance, provides for a period, following the initial prepayment lock-out
period, when the borrower has the option of defeasing or prepaying the mortgage
loan (which, in the case of prepayment will include an amount equal to the yield
maintenance charge plus 1% of the amount being prepaid).

     Prepayment premiums and yield maintenance charges received on the mortgage
loans, whether in connection with voluntary or involuntary prepayments, will be
allocated and paid to the persons, in the amounts and in accordance with the
priorities described under "Description of the Offered
Certificates--Payments--Payments of Prepayment Premiums and Yield Maintenance
Charges" in this prospectus supplement. See "Risk Factors--Some Provisions in
the Mortgage Loans Underlying Your Offered Certificates May Be Challenged as
Being Unenforceable--Prepayment Premiums, Fees and Charges" and "Legal Aspects
of Mortgage Loans--Default Interest and Limitations on Prepayments" in the
accompanying prospectus.

     Open Prepayment Periods. All of the mortgage loans that we intend to
include in the trust provide for an open prepayment period that generally begins
not more than six months prior to stated maturity, although certain mortgage
loans secured by multiple properties may permit prepayment in part during the
applicable open period based on the allocated loan amount for such parcel and
contain restrictions on any partial prepayment (including, for example,
satisfaction of a DSCR test).

     Other Prepayment Provisions. Generally, the mortgage loans that we intend
to include in the trust provide that condemnation proceeds and insurance
proceeds may be applied to reduce the mortgage loan's principal balance, to the
extent such funds will not be used to repair the improvements on the mortgaged
property or given to the related

                                      S-61


borrower, in many or all cases without prepayment consideration. In addition,
some of the mortgage loans that we intend to include in the trust may also in
certain cases permit, in connection with the lender's application of insurance
or condemnation proceeds to a partial prepayment of the related mortgage loan,
the related borrower to prepay the entire remaining principal balance of the
mortgage loan, in many or all cases without prepayment consideration. For
example, one of the mortgage loans, representing 2.1% of the initial mortgage
pool balance, provides that if casualty insurance or condemnation proceeds are
applied to prepay the mortgage loan and the outstanding principal balance is
reduced to $10,000,000 or less, the borrower may prepay the remaining
outstanding principal balance without the application of any prepayment penalty
or yield maintenance premium or the requirement for defeasance.

     Investors should not expect any prepayment consideration to be paid in
connection with any partial or full prepayment described in the prior paragraph.

     With respect to the mortgage loans secured by the mortgaged properties
listed below (the "EARNOUT LOANS"), the amounts specified in the table below
were funded into earnout reserves, pending satisfaction of certain conditions,
including without limitation, achievement of certain debt service coverage
ratios, loan to value ratios, occupancy or other tests. If these tests are met
by the borrower by a specified date, these amounts will be released to the
borrower. If these tests are not met by the specified target date, these earnout
amounts will be used by the related master servicer to prepay the related
Earnout Loan. If these earnout amounts are used to prepay the related Earnout
Loan, the related master servicer will reduce the monthly debt service payments
accordingly to account for the new outstanding Earnout Loan balance. The debt
service coverage ratios and LTVs shown in this prospectus supplement and in
Annex A were calculated based on the principal balance of those Earnout Loans
net of the related earnout amount or a portion thereof which may be applied to
prepay the Earnout Loans. In addition, the LTVs at maturity for the Earnout
Loans shown in this prospectus supplement and in the foldout pages on Annex A
were calculated based on the as-stabilized appraised values and under the
assumption that the performance conditions were satisfied and the earnout
amounts were released to the related borrower. The amounts beneath the captions
"Full Loan Amount LTV" and "Full Loan Amount DSCR" are calculated based on the
principal balance of those Earnout Loans including the related earnout amount.
The following table sets forth certain information regarding the Earnout Loans
for which the master servicer will be required to use such earnout amount to
prepay the related Earnout Loan. For each of the Earnout Loans, the earliest
date, if any, on which any amounts may be so applied is set forth beneath the
caption "Earliest Defeasance or Prepay Date."



                                                                                               EARLIEST                IF
                                                   % OF     FULL              FULL   NET OF   DEFEASANCE             PREPAY,
                                                  INITIAL   LOAN     NET OF   LOAN   EARNOUT     OR                   YIELD
                              EARNOUT   RELEASE   MORTGAGE AMOUNT   EARNOUT  AMOUNT    NCF      PREPAY     DEFEASE/   MAINT.
      PROPERTY NAMES          AMOUNT      DATE     POOL      LTV      LTV     DSCR     DSCR      DATE      PREPAY   APPLICABLE
------------------------    ---------- ---------  -------  ------   -------   ----     ----   ----------   ------   ----------

Groton Estates..........    $3,525,000  8/1/2007   0.6%    89.07%   74.80%    1.11     1.32    8/1/2007     Prepay     Yes
Bloomfield Park Gateway
   Center...............    $2,175,000 12/1/2005   0.3%    79.93%   64.41%    1.47     1.82   12/1/2005     Prepay     Yes
Prairie Glen Medical
   Office Buildings B
   and C................      $625,000  7/1/2006   0.3%    82.28%   77.04%    1.20     1.29    7/1/2006     Prepay     Yes
Palmer Park Shopping
   Center...............      $784,375  6/1/2006   0.1%    83.10%   69.23%    1.29     1.55    6/1/2006     Prepay     Yes


     With respect to certain mortgage loans (other than the Earnout Loans),
certain amounts were escrowed at closing, which amounts may be released to the
related borrower upon the satisfaction of certain conditions specified in the
related mortgage loan documents. In the event such conditions are not satisfied,
the related loan documents provide that the lender may hold the escrowed funds
as additional collateral for the related mortgage loan or, after expiration of
the related defeasance lockout period, use such amounts to partially defease the
related mortgage loan. Unless otherwise indicated in this prospectus supplement
or Annex A to this prospectus supplement, all calculations with respect to these
mortgage loans treat any reserves as fully disbursed.

     Release Provisions. Six multi-property mortgage loans, representing 5.4% of
the Initial Mortgage Pool Balance, permit the borrower to obtain a release of
one or more of its properties from the lien of the mortgage (such releases,
known as partial defeasance) following the expiration of the Defeasance Lock-Out
Period, subject to the satisfaction of certain conditions, including: (i) the
deposit of defeasance collateral in a minimum amount equal to at least 115% and
in certain cases, 125% (as specified in the related loan documents) of the
allocated loan amount of the property or properties to be released, (ii)
satisfaction of certain DSCR tests and (iii) no event of default. In some cases,
the loan documents require that the amount of defeasance collateral be equal to
the greater of (i) the sale or refinancing proceeds and (ii) the specified
percentage of the allocated loan amount for such mortgaged property.

                                      S-62


     In addition to the releases described above, the following mortgage loans
contain provisions permitting a portion of the mortgaged property to be released
from the lien of the related mortgage:

     o   The mortgage loan identified on Annex A of this prospectus supplement
         as Mall St. Matthews, representing 4.3% of the Initial Mortgage Pool
         Balance, permits, under certain circumstances, the borrower, which
         leases the Mall St. Matthews mortgaged property pursuant to two ground
         leases and one ground sub-lease, to acquire the fee interest in a
         certain minor outparcel of the mortgaged property. If the fee interest
         in such outparcel is acquired, the borrower has the right to, or may
         become obligated to, exchange its fee title to such outparcel for fee
         title to another nearby outparcel under certain circumstances, in which
         case such outparcel would be released from the mortgage and the nearby
         outparcel would be added as collateral subject to the mortgage.

     o   The mortgage loan identified on Annex A to this prospectus supplement
         as Waikiki Galleria, representing approximately 2.8% of the Initial
         Mortgage Pool Balance, permits the release of either the retail portion
         or the office/garage portion of the property if the borrower converts
         the entire property into a condominium regime. Such release is subject
         to the satisfaction of certain conditions, including, among other
         things: (i) the delivery of defeasance collateral in an amount equal to
         125% of the specified release amount for the relevant parcel, (ii) the
         released condominium unit constitutes a separate parcel and separately
         taxable real property, (iii) the release does not (1) materially and
         adversely affect the operation of or access to or from the portion of
         the property or (2) create any liens on the remaining property, (iv) no
         event of default and (v) confirmation from the Rating Agencies that the
         release will not result in a downgrade or qualification of the ratings
         for the offered certificates. See "Annex B--Structural and Collateral
         Term Sheet--Ten Largest Mortgage Loans--Waikiki Galleria."

     o   The mortgage loan identified on Annex A to this prospectus supplement
         as Place Properties Portfolio, representing approximately 2.7% of the
         Initial Mortgage Pool Balance, permits the release of one property
         (other than the Clayton Place property) from the lien of the mortgage
         after June 3, 2005 but prior to the expiration of the related
         Defeasance Lock-Out Period, subject to the satisfaction of certain
         conditions, including: (i) the deposit of defeasance collateral in an
         amount equal to at least 115% of the allocated loan amount of the
         property being released; (ii) satisfaction of certain DSCR tests; and
         (iii) no event of default. See "Annex B--Structural and Collateral Term
         Sheet--Ten Largest Mortgage Loans--Place Properties Portfolio."

     o   The mortgage loan identified on Annex A to this prospectus supplement
         as Sopra Centre, representing approximately 0.2% of the Initial
         Mortgage Pool Balance, permits the release of a 50 space surface
         parking lot as part of an exchange agreement entered into with a local
         developer, upon the satisfaction of certain requirements, including,
         among other things: (1) evidence that immediately subsequent to the
         completion of the release, the borrower will have exclusive rights to
         utilize the parking lot as additional parking pursuant to a parking lot
         lease with the local developer, (2) the rights of the Borrower under
         the parking lot lease will not be terminated until the developer has
         completed construction on the parking garage structure expected to
         replace the parking lot and (3) the borrower has provided evidence that
         it has received exclusive rights to sixty (60) full-time and forty (40)
         part-time parking spaces in the parking garage structure.

     In addition, certain of the mortgage loans, including the loans identified
on Annex A to this prospectus supplement as Mills Pointe/Arapaho Village, Doral
Arrowwood Hotel, Groton Estates, Bayshore Center, 6801 Building, 5000 Blazer
Memorial Parkway, Mall St. Matthews, North Star Mall and Palmer Park Shopping
Center, provide for the release or exchange of undeveloped land or certain
portions of the related mortgaged property that were not considered material in
underwriting such mortgage loan.

     Defeasance Loans. One hundred twenty-eight of the mortgage loans,
representing 88.5% of the Initial Mortgage Pool Balance, permit the respective
borrowers to defease the subject mortgage loan in whole or, in some cases, in
part, during a period that voluntary prepayments are prohibited. Each of these
mortgage loans permits the related borrower to obtain a release of all or a
portion of the mortgaged property or properties, as applicable, from the lien of
the related mortgage during specified periods and subject to specified
conditions, by pledging to the holder of the mortgage loan the requisite amount
of Government Securities.

                                      S-63


     In general, the Government Securities that are to be delivered in
connection with the defeasance of any mortgage loan, must provide for a series
of payments that:

     o   will be made prior, but as closely as possible, to all successive due
         dates through and including the maturity date or, in some instances,
         the expiration of the prepayment lock-out period; and

     o   will, in the case of each due date, be in a total amount at least equal
         to the scheduled debt service payment, including any applicable balloon
         payment, scheduled to be due or deemed due on that date.

     Six of the multi-property mortgage loans, representing 5.4% of the Initial
Mortgage Pool Balance, permit partial defeasance during the applicable
defeasance period, whereupon the mortgage on the defeased mortgaged property or
properties would be released. In exchange for the release, the borrower will be
required to pledge to the holder of the mortgage loan Government Securities in
an amount at least equal to 115% or in certain cases, 125%, of the allocated
loan amount of such released property.

     In connection with a defeasance, the related borrower will generally be
required to deliver a security agreement granting a first priority security
interest in the collateral to the trust, together with an opinion of counsel
confirming, among other things, the first priority status of the security
interest and a certification from an independent accounting firm to the effect
that the defeasance collateral is sufficient to make all scheduled debt service
payments under the related mortgage loan through maturity, or, in certain
circumstances, the expiration of the prepayment lockout period.

     Except for the multi-property mortgage loan identified on Annex A to this
prospectus supplement as Place Properties Portfolio, representing 2.7% of the
initial mortgage pool balance, none of the mortgage loans permits defeasance
prior to the second anniversary of the date of initial issuance of the offered
certificates. Under certain circumstances, the Place Properties Portfolio
mortgage loan permits the release of a single property in exchange for
defeasance collateral prior to the second anniversary of the issuance of the
offered certificates. See "Annex B--Structural and Collateral Term Sheet."

     Although many of the mortgage loans require that the defeasance collateral
consist of U.S. Treasury securities, certain other mortgage loans permit other
Government Securities to be used in connection with a defeasance. However, even
if the loan documents require U.S. Treasury securities, subject to obtaining
confirmation from the Rating Agencies that the use of other defeasance eligible
collateral will not cause a downgrade, withdrawal or qualification of the then
current ratings of any class of certificates, some borrowers may be entitled to
defease their respective mortgage loans with other types of obligations that
constitute Government Securities.

     In addition, certain single-property mortgage loans have release provisions
whereby a portion of the single property may be released pursuant to the
defeasance requirements. See "--Release Provisions" above.

     Due-on-Sale and Due-on-Encumbrance Provisions. The mortgage loans that we
intend to include in the trust generally contain "due-on-sale" and
"due-on-encumbrance" clauses. In general, except for the permitted transfers
discussed below in this "--Due-on-Sale and Due-on-Encumbrance Provisions"
subsection, these clauses either:

     o   permit the holder of the related mortgage to accelerate the maturity of
         the mortgage loan if the borrower sells or otherwise transfers or
         encumbers the corresponding mortgaged property, or

     o   prohibit the borrower from transferring or encumbering the
         corresponding mortgaged property without the consent of the holder of
         the mortgage.

     See, however, "Risk Factors--The Investment Performance of Your Offered
Certificates Will Depend Upon Payments, Defaults and Losses on the Underlying
Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly
Unpredictable--Delinquencies, Defaults and Losses on the Underlying Mortgage
Loans May Affect the Amount and Timing of Payments on Your Offered Certificates;
and the Rate and Timing of Those Delinquencies and Defaults, and the Severity of
Those Losses, are Highly Unpredictable" and "--Some Provisions in the Mortgage
Loans Underlying Your Offered Certificates May Be Challenged as Being
Unenforceable--Due-on-Sale and Debt Acceleration Clauses" and "Legal Aspects of
Mortgage Loans--Due-on-Sale and Due-on-Encumbrance Provisions" in the
accompanying prospectus.

                                      S-64


         The mortgage loans that we intend to include in the trust generally
permit one or more of the following types of transfers (which transfers will not
trigger the "due-on-sale" or "due-on-encumbrance" provisions):

     o   transfers of the corresponding mortgaged property if specified
         conditions are satisfied, which conditions generally include one or
         more of the following--

         1.   the Rating Agencies have confirmed that the transfer will not
              result in a qualification, downgrade or withdrawal of the then
              current ratings of the Certificates;

         2.   the transferee or its sponsors satisfies eligible transferee
              provisions set forth in the loan documents; and/or

         3.   the transferee is reasonably acceptable to the lender.

     o   a transfer of the corresponding mortgaged property, or transfers of
         ownership interests in the related borrower, to a person or persons
         affiliated with or otherwise related to the borrower;

     o   transfers by the borrower of the corresponding mortgaged property, or
         transfers of ownership interests in the related borrower, to specified
         entities or types of entities;

     o   issuance by the borrower of new partnership or membership interests;

     o   changes in ownership between existing shareholders, partners, members
         or to their respective affiliates, as applicable, of the related
         borrower;

     o   a transfer of non-controlling ownership interests in the related
         borrower;

     o   transfers of interests in the related borrower for estate planning
         purposes or otherwise upon the death of a principal;

     o   transfers of undeveloped land or certain portions of the related
         mortgaged property not considered material in underwriting such
         mortgage loan;

     o   transfers and pledges of direct or indirect equity interests in
         borrower to specified entities or types of entities; or

     o   other transfers similar in nature to the foregoing.

     With respect to the mortgage loan secured by the mortgaged property
identified on Annex A to this prospectus supplement as the Robert Morris
Building, representing 0.2% of the Initial Mortgage Pool Balance, the sponsor of
the borrower will transfer 50% of its ownership interests in the borrower to
PAVI (a guarantor of the Robert Morris Building mortgage loan) in 2005 in
exchange for approximately $1 million, which the sponsor has already received.
The transfer of such ownership interests, which has been pre-approved by the
lender, has been delayed to 2005 for tax purposes.

MORTGAGE POOL CHARACTERISTICS

     A detailed presentation of various characteristics of the mortgage loans
that we intend to include in the pool, and of the corresponding mortgaged
properties, on an individual basis and in tabular format, is shown on Annex A,
Annex B and Annex C to this prospectus supplement. The statistics in the tables
and schedules on Annex A, Annex B and Annex C to this prospectus supplement were
derived, in many cases, from information and operating statements furnished by
or on behalf of the respective borrowers. The information and the operating
statements were generally unaudited and have not been independently verified by
us or the underwriters.

SPLIT LOAN STRUCTURE

     The Mortgage Pool will include 7 mortgage loans that are each part of a
split loan structure, also referred to as a Loan Group. A Loan Group generally
consists of two or more mortgage loans that are each evidenced by a separate

                                      S-65


promissory note, but that are both or all, as the case may be, secured by the
same mortgage instrument or instruments encumbering the related mortgaged
property or properties. The mortgage loans in a Loan Group that are outside the
trust may be subordinated and/or pari passu in right of payment with the
mortgage loan included in the trust. The mortgage loans in a Loan Group are
generally cross-defaulted and secured by the same mortgaged property. The
allocation of payments to the respective mortgage loans in a Loan Group, whether
on a senior/subordinated or a pari passu basis (or some combination thereof), is
reflected in the promissory notes evidencing those loans, an intercreditor
agreement, or a co-lender agreement, as applicable, which also governs the
respective rights of the noteholders, including in connection with the servicing
of the mortgage loans in the Loan Group.

     The following is a brief description of the Loan Groups of which one or
more mortgage loans are included in the trust--

     o   One of the Loan Groups, which is secured by the Grand Canal Shoppes at
         the Venetian property, consists of six pari passu mortgage loans, of
         which four loans are included in the trust (the "GRAND CANAL SHOPPES
         TRUST LOAN") and the remaining loans are not included in the trust
         (collectively referred to as the "GRAND CANAL SHOPPES PARI PASSU
         COMPANION LOANS"). The Grand Canal Shoppes Pari Passu Companion Loans
         are owned by the trust fund (the "2004-GG2 TRUST") established pursuant
         to the pooling and servicing agreement related to the GS Mortgage
         Securities Corporation II, Commercial Mortgage Pass-Through
         Certificates Series 2004-GG2, among GS Mortgage Securities Corporation
         II, as depositor, Wells Fargo Bank, National Association, as master
         servicer, Lennar Partners, Inc., as special servicer, LaSalle Bank
         National Association, as trustee and ABN AMRO Bank N.V., as fiscal
         agent.

     o   One of the Loan Groups, which is secured by the 1370 Avenue of the
         Americas property, consists of three pari passu mortgage loans, of
         which one loan is included in the trust (the "1370 AVENUE OF THE
         AMERICAS TRUST LOAN") and the remaining loans are not included in the
         trust (collectively referred to as the "1370 AVENUE OF THE AMERICAS
         PARI PASSU COMPANION LOANS"). The 1370 Avenue of the Americas Pari
         Passu Companion Loans are currently owned by Morgan Stanley Mortgage
         Capital Inc.

     o   Five of the Loan Groups, which are respectively secured by the 1440
         Broadway property, the Shops at Wailea property, the
         Birtcher/Charlesbank Office Portfolio properties, the 2040 Main Street
         property and the Toringdon II property, consist of two mortgage loans,
         one senior mortgage loan that is included in the trust, and one
         subordinate mortgage loan that is not included in the trust.

     Three of the ten largest mortgage loans in the Mortgage Pool are each part
of a Loan Group. For a discussion of these mortgage loans, we refer you to
"Annex B--Structural and Collateral Term Sheet--Ten Largest Mortgage
Loans--Grand Canal Shoppes at the Venetian," "--1440 Broadway" and "--Shops at
Wailea."

     The payment priority between each Loan Group is as follows-

     o   with respect to the Loan Groups identified in the table below as 1440
         Broadway, Shops at Wailea, Birtcher/Charlesbank Office Portfolio and
         2040 Main Street (which are each comprised of one senior and one
         subordinated mortgage loan) prior to either (i) a monetary event of
         default with respect to the Loan Group or (ii) a material non-monetary
         event of default with respect to the Loan Group, the mortgage loan and
         the Companion Loan are pari passu in right of payment (i.e., each of
         the mortgage loans and each of the subordinate Companion Loans are
         entitled to their respective pro rata share of all payments of
         principal and interest, although holders of the mortgage loans will be
         paid their share prior to holders of the subordinate Companion Loans)
         and subsequent to the events described in clauses (i) and (ii) above,
         the mortgage loan will be senior in right of payment to its
         corresponding subordinate Companion Loan such that all amounts
         collected in respect of the Loan Group will first be used to pay
         interest and principal on the mortgage loan until its principal balance
         has been reduced to zero and then to pay interest and principal on the
         subordinate Companion Loan.

     o   with respect to the Loan Group identified in the table below as
         Toringdon II, all payments in respect of the subordinate Companion Loan
         will be made directly to the servicer of the related subordinate
         Companion Loan until the occurrence of (i) either the subordinate
         Companion Loan or the related mortgage loan being accelerated, (ii) the
         occurrence and continuation of a monetary event of default under the
         Loan Group or

                                      S-66


         (iii) an event of default under the related Loan Group caused by
         certain insolvency actions and prior to the occurrence of any of these
         events, payments are generally paid pari passu between the mortgage
         loan and the related subordinate Companion Loan, except for casualty
         and condemnation payments which will be paid to the mortgage loan
         first, and then to the related subordinate Companion Loan. After the
         occurrence and during the continuation of any of the events listed in
         the previous sentence, the related servicer of the subordinate
         Companion Loan is required to forward all payments to the master
         servicer within 1 business day of receipt and the servicer of the
         subordinate Companion Loan is required to cooperate with the related
         borrower and master servicer to require the borrower under the
         subordinate Companion Loan make all payments to the master servicer for
         application pursuant to the related intercreditor agreement and the
         mortgage loan will be senior in right of payment to its corresponding
         subordinate Companion Loan such that all amounts collected in respect
         of the Loan Group will first be used to pay interest and principal on
         the mortgage loan until its principal balance has been reduced to zero
         and then to pay interest and principal on the subordinate Companion
         Loan.

     o   with respect to each of the Loan Groups identified in the table below
         as Grand Canal Shoppes at the Venetian and 1370 Avenue of the Americas
         and their corresponding pari passu Companion Loans, the mortgage loan
         and the corresponding pari passu Companion Loans are always pari passu
         in right of payment.

     The notes comprising each Loan Group amortize at the same monthly rate and
mature at the same maturity date.

     The table below identifies each of the mortgage loans and its corresponding
Companion Loan.

                                   LOAN GROUPS



                                          TRUST
                                         MORTGAGE
                                        LOAN AS A
                                      % OF INITIAL AGGREGATE                                  CONTROLLING
                                         MORTGAGE  NON-TRUST        NON-TRUST    NON-TRUST      POOLING &    INITIAL      INITIAL
                         TRUST MORTGAGE    POOL     MORTGAGE         B NOTE      PARI PASSU     SERVICING     MASTER      SPECIAL
    MORTGAGE LOAN         LOAN BALANCE    BALANCE  LOAN BALANCE      BALANCE     LOAN BALANCE  AGREEMENT(6) SERVICER(7)  SERVICER(8)
-----------------------  -------------- ---------- ------------    -----------   ------------  ------------ -----------  -----------

Grand Canal Shoppes at
  the Venetian.........   $234,752,792(1)    6.5%  $188,198,441(2)       N/A     $188,198,441(3)  2004-GG2   Wells Fargo   Lennar
1440 Broadway..........   $225,000,000       6.2%   $15,000,000     $15,000,000     N/A           2005-GG3       GMAC       GMAC
Shops at Wailea........   $112,000,000       3.1%    $8,000,000      $8,000,000     N/A           2005-GG3       GMAC       GMAC
2040 Main Street.......    $75,776,163       2.1%   $11,964,657     $11,964,657     N/A           2005-GG3       GMAC       GMAC
1370 Avenue of the
  Americas.............    $67,500,000       1.9%   $82,500,000(4)       N/A      $82,500,000(5)      (9)        (9)         (9)
Birtcher/Charlesbank
  Office Portfolio.....    $48,200,000       1.3%    $4,500,000      $4,500,000     N/A           2005-GG3       GMAC       GMAC
Toringdon II...........     $8,850,000       0.2%      $550,000        $550,000     N/A           2005-GG3       GMAC       GMAC


----------
(1)  The mortgage loan in the trust that is secured by the Grand Canal Shoppes
     at the Venetian property is comprised of four separate pari passu notes.
     The figures in this prospectus supplement present this mortgage loan on an
     aggregate basis unless otherwise indicated.

(2)  This figure represents two pari passu mortgage notes in the aggregate
     original principal amount of $190,000,000 that are not part of the mortgage
     pool.

(3)  Comprised of two separate pari passu mortgage notes.

(4)  This figure represents two pari passu mortgage loans in the aggregate
     original principal amount of $82,500,000 that are not part of the mortgage
     pool.

(5)  Comprised of two separate pari passu mortgage notes.

(6)  2005-GG3 refers to the pooling and servicing agreement for this
     transaction. 2004-GG2 refers to the pooling and servicing agreement entered
     into in connection with the GS Mortgage Securities Corporation II, as
     depositor, Commercial Mortgage Pass-Through Certificates Series 2004-GG2.

(7)  Wells Fargo refers to Wells Fargo Bank National Association and GMAC refers
     to GMAC Commercial Mortgage Corporation. (8) Lennar refers to Lennar
     Partners, Inc. and GMAC refers to GMAC Commercial Mortgage Corporation. (9)
     See "Servicing Under the Pooling and Servicing Agreement--Servicing of the
     Non-Serviced Loan Groups--1370 Avenue of the Americas
     Loan Group" in this prospectus supplement.

     Except for the 1370 Avenue of the Americas Loan Group and the Grand Canal
Shoppes at the Venetian Loan Group (collectively referred to as the
"NON-SERVICED LOAN GROUPS") the co-lender agreement or intercreditor agreement,
as applicable, for each Loan Group generally provides that both the mortgage
loan(s) included in the

                                      S-67


trust and the corresponding Companion Loan(s) will be serviced and administered
pursuant to the pooling and servicing agreement.

     The Grand Canal Shoppes at the Venetian Loan Group will be serviced under
the 2004-GG2 PSA entered into in connection with the issuance of the GS Mortgage
Securities Corporation II, as depositor, Commercial Mortgage Pass-Through
Certificates, Series 2004-GG2.

     For a discussion regarding the servicing of the 1370 Avenue of the Americas
Loan Group, see "Servicing Under the Pooling and Servicing Agreement--Servicing
of the Non-Serviced Loan Groups--1370 Avenue of the Americas Loan Group" in this
prospectus supplement.

     For a discussion regarding the directing holder with respect to the split
loans, see "Servicing Under the Pooling and Servicing Agreement--The Directing
Holders" in this prospectus supplement.

     Certain rights of the holders of Subordinate Companion Loans are as
follows--

     o   Purchase Option. Each co-lender agreement with respect to the Loan
         Groups identified above as 1440 Broadway, Shops at Wailea, 2040 Main
         Street and Birtcher/Charlesbank Office Portfolio provides that in the
         event that (a) any payment of principal or interest on the Loan Group
         is 90 days delinquent, (b) the Loan Group has been accelerated, (c) the
         principal balance of the Loan Group is not paid at maturity, (d) the
         borrower files a petition for bankruptcy, or (e) the Loan Group is a
         specially serviced mortgage loan (and the Loan Group is either in
         default or a default with respect thereto is reasonably foreseeable),
         the holder of the subordinate Companion Loan will have the right, by
         written notice to the trustee, given within 85 days of receipt of
         notice from the master servicer or the special servicer of such
         occurrence, to purchase the corresponding mortgage loan at a price
         equal to the sum of (i) the outstanding principal balance of such
         mortgage loan, (ii) accrued and unpaid interest thereon at the related
         interest rate up to (but excluding) the date of purchase, (iii) any
         unreimbursed servicing advances made by the master servicer, the
         special servicer, the trustee or the fiscal agent, (iv) any unpaid
         advance interest on any servicing or delinquent payment advances and
         (e) any unreimbursed fees payable to the master servicer and the
         special servicer.

         The intercreditor agreement with respect to the Loan Group identified
         in the table above as Toringdon II, provide that in the event that (a)
         any payment of principal or interest on the Loan Group becomes 90 days
         or more delinquent, (b) the Loan Group is accelerated, (c) the balloon
         payments are not made, or (d) any other event that causes the Companion
         Loan to be paid on a subordinated basis as described above, the holder
         of the subordinate Companion Loan may at its option, within 30 days of
         notice of the foregoing events, elect to purchase the mortgage loan at
         a price equal to the sum of (i) the outstanding principal balance of
         the mortgage loan, (ii) all accrued and unpaid interest thereon (other
         than default interest), (iii) the amount of unreimbursed servicing
         advances on the Loan Group, (iv) interest on any unreimbursed advances
         and (v) other servicing expenses.

     o   Cure Rights. The related co-lender agreement, except in the case of the
         Toringdon II Loan Group (which does not provide cure rights to the
         holder of the subordinate Companion Loan), generally provides that in
         the event the related borrower fails to make any payment of principal
         or interest or the borrower otherwise defaults, the holder of the
         subordinate Companion Loan will have the right to cure such default
         within a limited number of days. The related co-lender agreement
         contains limitations on the number of cures that a holder of a
         subordinate Companion Loan may effect.

     o   Transfer Restrictions. The related co-lender agreement with respect to
         each of the Loan Groups with subordinate Companion Loans provides that
         transfers of more than 49% of the ownership of the related subordinate
         Companion Loan may only be made to (i) institutional lenders or
         investment funds exceeding a minimum net worth requirement and their
         affiliates, (ii) trusts or other entities established to acquire
         mortgage loans and issue securities backed by and payable from the
         proceeds of such loans, unless a ratings confirmation has been
         received.

                                      S-68


SIGNIFICANT UNDERLYING MORTGAGE LOANS

     General. The Mortgage Pool will include five mortgage loans that have, in
each such case, a cut-off date principal balance in excess of 5.0% of the
Initial Mortgage Pool Balance. For a discussion of these mortgage loans, we
refer you to "Annex B--Structural and Collateral Term Sheet--Ten Largest
Mortgage Loans--North Star Mall," "--Grand Canal Shoppes at the Venetian,"
"--1440 Broadway," "--The Crescent" and "--498 Seventh Avenue."

ADDITIONAL LOAN AND PROPERTY INFORMATION

     Delinquencies. None of the mortgage loans that we intend to include in the
trust was, as of the cut-off date, or has been at any time during the 12-month
period preceding that date, 30 days or more delinquent with respect to any
monthly debt service payment.

     Tenant Matters. Described and listed below are special considerations
regarding tenants at the mortgaged properties for the mortgage loans that we
intend to include in the trust--

     o   Seventy-seven of the mortgaged properties, securing 39.5% of the
         Initial Mortgage Pool Balance, are each leased to one or more major
         tenants that each occupy 25% or more of the net rentable area of the
         particular mortgaged property.

     o   Seven of the mortgaged properties, securing 1.9% of the Initial
         Mortgage Pool Balance, is entirely or substantially leased to a single
         tenant.

     o   A number of companies are major tenants at more than one of the
         mortgaged properties. Annex A to this prospectus supplement identifies
         the three largest tenants at each mortgaged property. In addition, the
         tenants listed on Annex A may also be tenants (but not one of the
         largest three) at other mortgaged properties.

     o   Certain tenant leases at the mortgaged properties have terms that are
         shorter than the terms of the related mortgage loans and, in some
         cases, significantly shorter.

     Ground Leases. Thirteen of the mortgaged properties that we intend to
include in the Mortgage Pool, representing 23.3% of the Initial Mortgage Pool
Balance (based on allocated loan amount with respect to multi-property mortgage
loans), are secured by a mortgage lien on the borrower's leasehold interest in
all or a material portion of the corresponding mortgaged property, but not by a
mortgage lien on the fee interest in the portion of that property subject to the
related ground lease. Such ground lease, taking into account all exercised
extension options and all options that may be exercised by the lender (if not
already exercised by the borrower), expires more than 20 years after the stated
maturity of the related mortgage loan and the related ground lessor has agreed
to give the holder of that mortgage loan notice of, and the right to cure, any
default or breach by the lessee.

     Other Financing. The borrowers are generally permitted to incur unsecured
trade debt in the ordinary course of business. In addition, certain borrowers
have incurred or are permitted to incur other debt, as follows:

     o   With respect to the mortgage loan secured by the mortgaged property
         identified on Annex A to this prospectus supplement as 498 Seventh
         Avenue, representing 5.0% of the Initial Mortgage Pool Balance, the
         loan permits the related borrower to have unsecured loans from
         equityholders not evidenced by notes and not to exceed $10 million in
         the aggregate.

     o   With respect to the mortgage loan secured by the mortgaged property
         identified on Annex A to this prospectus supplement as Palmer Park
         Shopping Center, representing 0.1% of the Initial Mortgage Pool
         Balance, the related borrower had unsecured debt in the amount of
         $664,005 outstanding as of the date of origination of the mortgage
         loan. The borrower's parent has pledged its limited partnership
         interests in the borrower to secure such debt in conjunction with the
         origination of the mortgage loan.

     o   With respect to the mortgage loan secured by the mortgaged property
         identified on Annex A to this prospectus supplement as Doral Arrowwood
         Hotel, representing 2.1% of the Initial Mortgage Pool Balance, two
         parcels of the related mortgaged property are subject to a first lien
         "PILOT" mortgage in favor of the taxing authorities securing payments
         in lieu of taxes payable with respect to such parcels.

                                      S-69


     o   With respect to the mortgage loan secured by the mortgaged property
         identified on Annex A to this prospectus supplement as Hotel Burnham,
         representing 0.5% of the Initial Mortgage Pool Balance, the borrower
         has incurred subordinate debt in the original amount of $2,632,621
         secured by a pledge of membership interest in the borrower. The
         subordinate debt is currently held by an affiliate of the borrower and
         is subject to a subordination and standstill agreement.

     o   With respect to the mortgage loan identified in Annex A to this
         prospectus supplement as Hampton Inn Camarillo, representing 0.2% of
         the Initial Mortgage Pool Balance, the borrower is permitted incur
         other debt subject to the satisfaction of certain conditions, including
         a combined LTV not to exceed 70%, and, subject to the approval of the
         lender and the Special Servicer and confirmation from the Rating
         Agencies that such action will not cause a downgrade withdrawal or
         qualification of the ratings of any of the Certificates, such other
         debt may be secured by a second lien on the related mortgaged property;

     Except as disclosed in the previous paragraphs, as disclosed under "--Split
Loan Structure" and in this subsection, we are not aware of any other borrowers
under the mortgage loans that we intend to include in the trust that have any
secured subordinate debt obligations related to the related mortgaged property.

     In the case of four mortgage loans, identified on Annex A to this
prospectus supplement as Place Properties Portfolio, 1700 Market Street, Olathe
Station and 500 East 84th Avenue, which collectively represent 6.6% of the
Initial Mortgage Pool Balance, equity holders of the related borrowers have
incurred mezzanine debt from third party lenders in the original principal
amounts of $21,040,000, $12,300,000, $3,200,000 and $3,250,000, respectively,
which mezzanine debt is secured by a pledge of an equity interest in the related
borrower. The holders of such indebtedness have each executed an intercreditor
agreement with the related mortgagee that provides, among other things, that the
mezzanine loan is, subject to the terms of the related intercreditor agreement,
subordinate to the full payment of that mortgage loan, and no payments will be
made on the mezzanine loan from funds derived from the related mortgaged
property upon the occurrence of an event of default under the mortgage loan,
provided in some cases, that the holder of the mezzanine loan has received
notice and an opportunity to cure such default. In the case of the mortgaged
property securing the mortgage loan identified on Annex A to this prospectus
supplement as One South Street, representing 1.8% of the initial mortgage pool
balance, the borrower is a wholly owned subsidiary of the property owner and the
property owner acts as a guarantor on and source of payment for the mortgage
loan. This structure was used to minimize Maryland recording and transfer taxes.
A portion of the equity ownership in the property owner and the borrower is held
by the sponsor, Resource Estate Holdings, Inc., which is a wholly-owned
subsidiary of Resource America, Inc. Certain third party investors are the
holders of the remainder of the equity in the property owner and the borrower.
An affiliate of the sponsor, Resource Properties XLVII Inc. (the "AFFILIATE
LENDER"), has made a subordinate loan to the property owner in the original
principal amount of $31,000,000 which is evidenced by a cash flow note and
secured by the pledge of 100% of the third party investors' equity interest in
the owner of the property. The subordinate loan matures on April 1, 2011,
following which the loan must be either (i) paid in full or (ii) satisfied by
the consensual transfer of the third party investors' equity interests to the
Affiliate Lender. It will be an event of default under the mortgage loan if the
subordinate loan is not either paid in full or satisfied by consensual transfer
on or prior to June 30, 2011. The subordinate loan is subject to a subordination
and standstill agreement, pursuant to which the Affiliate Lender has agreed not
to exercise any remedies against the borrower (other than a potential consensual
transfer at maturity) while the existing first mortgage is outstanding. In
addition, the Affiliate Lender has pledged the subordinate loan to the lender as
additional collateral for the mortgage loan.

     With respect to 15 of the mortgage loans that we intend to include in the
trust, secured by the mortgaged properties identified on Annex A to this
prospectus supplement as North Star Mall, Grand Canal Shoppes at the Venetian,
The Crescent, Mall St. Matthews, Shops at Wailea, 1370 Avenue of the Americas,
Doral Arrowwood Hotel, Irvine Technology Center-I, Seattle Tower, Hampton Inn
Camarillo, Westin Kierland, Harbor Medical Office, Bloomfield Park Gateway
Center, Wednesbury Medical Office and Anderson Crossing Shopping Center,
collectively representing 34.4% of the initial mortgage pool balance, equity
holders of the related borrowers may in the future incur mezzanine debt, secured
by a pledge of a direct or indirect equity interest in the related borrower,
subject to the satisfaction of conditions set forth in the related loan
documents, including, in each case, satisfaction of a loan-to-value test. See
"Annex B--Structural and Collateral Term Sheet--Ten Largest Mortgage
Loans--North Star Mall," "--Grand Canal Shoppes at the Venetian," "--The
Crescent," "--Mall St. Matthews," "--Westin Kierland" and "--Shops at Wailea."
Additionally, the mezzanine debt incurred on the mortgaged property identified
on Annex A to this prospectus supplement as 1700 Market Street may be refinanced
with new mezzanine

                                      S-70


debt having a greater principal amount than the current outstanding mezzanine
debt secured by a pledge of a direct or indirect equity interest in the related
borrower.

     Mezzanine debt is secured by a principal's ownership interest in the
borrower. While the mezzanine lender has no security interest in or rights to
the related mortgaged properties, a default under the mezzanine loan could cause
a change in control of the related borrower.

     Except as disclosed under this "--Other Financing" subsection, we are not
aware of any other mezzanine debt affecting borrowers under the mortgage loans
that we intend to include in the Mortgage Pool.

     In addition, the borrowers under five mortgage loans, North Star Mall,
Grand Canal Shoppes at the Venetian, 1440 Broadway, Mall St. Matthews and Irvine
Technology Center-I, representing 6.9%, 6.5%, 6.2%, 4.3% and 0.6% of the Initial
Mortgage Pool Balance, respectively, are permitted to pledge direct interests in
the borrower or issuance of preferred equity by the borrower or debt granting
similar rights as preferred equity so long as confirmation has been received
from each rating agency that the debt would not result in the downgrade,
withdrawal or qualification of the then-current ratings of the Certificates.

     Additional debt, in any form, may cause a diversion of funds from property
maintenance and increase the likelihood that the borrower will become the
subject of a bankruptcy proceeding. See "Risk Factors--Subordinate Debt
Increases the Likelihood That a Borrower Will Default on a Mortgage Loan
Underlying Your Offered Certificates" and "Legal Aspects of Mortgage
Loans--Subordinate Financing" in the accompanying prospectus.

     Zoning and Building Code Compliance. In connection with the origination of
each mortgage loan that we intend to include in the trust, the related
originator examined whether the use and operation of the mortgaged property were
in material compliance with zoning, land-use, building, fire and safety
ordinances, rules, regulations and orders then applicable to that property.
Evidence of this compliance may have been in the form of legal opinions,
surveys, recorded documents, letters from government officials or agencies,
title insurance endorsements, engineering or consulting reports and/or
representations by the related borrower. Where the property as currently
operated is a permitted nonconforming use and/or structure and the improvements
may not be rebuilt to the same dimensions or used in the same manner in the
event of a major casualty, the related originator--

     o   determined that any major casualty that would prevent rebuilding has a
         sufficiently remote likelihood of occurring;

     o   determined that casualty insurance proceeds would be available in an
         amount estimated by the originator to be sufficient to pay off the
         related mortgage loan in full;

     o   determined that the mortgaged property, if permitted to be repaired or
         restored in conformity with current law, would in the originator's
         judgment constitute adequate security for the related mortgage loan;
         and/or

     o   required law and ordinance insurance.

         Lockboxes. Fifty-one mortgage loans, representing approximately 79.9%
of the Initial Mortgage Pool Balance, generally provide that all rents and other
income derived from the related mortgaged properties will be paid into one of
the following types of lockboxes:

     o   HARD LOCKBOX. With respect to 43 mortgage loans, representing 74.5% of
         the Initial Mortgage Pool Balance, the borrower is required to direct
         the tenants to pay rents directly to a lockbox account controlled by
         the lender. With respect to three of these mortgage loans, representing
         6.5% of the Initial Mortgage Pool Balance, a lockbox is not currently
         in place but the loan documents require the imposition of a hard
         lockbox upon the occurrence of one or more specified trigger events.
         With respect to hospitality properties that have a hard lockbox,
         although cash or "over-the-counter" receipts are deposited into the
         lockbox account by the manager of the related mortgaged property,
         credit card receivables are required to be deposited directly into the
         hard lockbox account.

     o   SOFT LOCKBOX. With respect to 8 mortgage loans, representing 5.3% of
         the Initial Mortgage Pool Balance, the borrower is required to deposit
         or cause the property manager to deposit all rents collected into a
         lockbox account.

                                      S-71


     Cash Management. With respect to lockbox accounts, funds deposited into the
lockbox account are disbursed either:

         1.   in accordance with the related loan documents to satisfy the
              borrower's obligation to pay, among other things, current debt
              service payments, taxes and insurance and reserve account deposits
              with the remainder disbursed to the borrower (referred to as
              "in-place" cash management); or

         2.   to the borrower on a daily or other periodic basis, until the
              occurrence of a triggering event, following which the funds will
              be disbursed to satisfy the borrower's obligation to pay, among
              other things, debt service payments, taxes and insurance and
              reserve account deposits (referred to as "springing" cash
              management).

     Examples of triggering events may include:

         1.   a decline, by more than a specified amount, in the net operating
              income of the related mortgaged property; or

         2.   a failure to meet a specified debt service coverage ratio; or

         3.   a failure to satisfy a condition specified in the related loan
              documents; or

         4.   an event of default under the related loan documents.

     The mortgage loans provide for cash management as follows:

                                                                  % OF INITIAL
                                                  NUMBER OF         MORTGAGE
           TYPE OF CASH MANAGEMENT              MORTGAGE LOANS    POOL BALANCE
------------------------------------------      --------------    ------------
Springing.................................            35              34.5%
In-place..................................            16              45.4%

In addition, certain of the mortgage loans include a "cash trap" feature under
which, upon a triggering event such as those listed above, excess cash will not
be released from the lender controlled account to the borrower; rather, the
lender will be permitted to retain such excess cash as additional collateral for
the mortgage loan or, in certain limited cases, the lender may apply such excess
cash as a prepayment of the mortgage loan. Generally, such prepayment will not
require yield maintenance. The pooling and servicing agreement will provide that
the master servicer will not be permitted to apply any of such excess funds to
the prepayment of the mortgage loan without the consent of the special servicer.

         Property, Liability and Other Insurance. Although exceptions exist,
such as in cases where tenants are permitted to self-insure, the loan documents
for each of the mortgage loans that we intend to include in the trust generally
require the related borrower to maintain or cause to be maintained with respect
to the corresponding mortgaged property the following insurance coverage--

     o   property insurance in an amount that generally is, subject to a
         customary deductible, at least equal to the lesser of--

         1.   the outstanding principal balance of the subject mortgage loan
              (or, in the case of a Loan Group, the outstanding principal
              balance of the Loan Group), and

         2.   the full insurable replacement cost of the improvements located on
              the insured property;

     o   if any portion of the improvements at the property was in an area
         identified in the federal register by the Federal Emergency Management
         Agency as having special flood hazards, flood insurance meeting the
         requirements of the Federal Insurance Administration guidelines, if
         available, in an amount that is equal to the least of--

         1.   the outstanding principal balance of the subject mortgage loan
              (or, in the case of a Loan Group, the outstanding principal
              balance of the Loan Group),

                                      S-72


         2.   the full insurable value of the improvements on the insured
              property that are located in the area identified as having
              specific flood hazards,

         3.   the maximum amount of insurance available under the National Flood
              Insurance Act of 1968,

         4.   the full replacement cost of the improvements located on the
              mortgaged property, and

         5.   with respect to the mortgaged property securing the loan
              identified on Annex A to this prospectus supplement as Grand Canal
              Shoppes at the Venetian, 150% of the probable maximum loss of such
              mortgaged property, as indicated in the property condition report
              for such mortgaged property;

     o   comprehensive general liability insurance against claims for personal
         and bodily injury, death or property damage occurring on, in or about
         the insured property, in such an amount as is generally required by
         reasonably prudent commercial lenders with respect to properties
         similar to the mortgaged properties in similar locales; and

     o   business interruption or rent loss insurance in an amount not less than
         the projected rental income or revenue from the insured property for at
         least 12 months, or, with respect to three of the mortgage loans
         secured by mortgaged properties identified on Annex A to this
         prospectus supplement as Mall St. Matthews, Grand Canal Shoppes at the
         Venetian and North Star Mall, in an amount to cover from the date of
         the casualty to the date the corresponding mortgaged property is
         repaired, plus an extended period of indemnity for 60 days after
         completion of restoration.

     Substantially all of the mortgage loans that we intend to include in the
trust provide that either (a) the borrowers are required to maintain full or
partial insurance coverage for property damage to the related mortgaged property
against certain acts of terrorism (except that the requirement to obtain such
insurance coverage may be subject to, in certain instances, the commercial
availability of that coverage, certain limitations with respect to the cost
thereof and/or whether such hazards are at the time commonly insured against for
property similar to such mortgaged properties and located in or around the
region in which such mortgaged property is located) or (b) the borrowers are
required to provide such additional insurance coverage as lender may reasonably
require to protect its interests or to cover such hazards as are commonly
insured against for similarly situated properties. Substantially all of the
borrowers have obtained the required insurance against damage caused by
terrorism; however, most of these policies have exclusions from coverage for
damage caused by nuclear, chemical or biological events.

     The mortgaged properties for the mortgage loans that we intend to include
in the trust, including certain of those properties located in California, are
generally not insured against earthquake risks. A seismic assessment was
conducted with respect to each mortgaged property that is located in California
or in seismic zone 3 or 4. The seismic reports concluded that, except with
respect to one mortgage loan, such mortgaged properties were not likely to
experience a probable maximum or bounded loss in excess of 20% of the estimated
replacement cost of the improvements as a result of an earthquake and,
therefore, neither of the borrowers nor any tenant occupying an entire mortgaged
property was required to obtain earthquake insurance. It should be noted,
however, that because the seismic assessments may not necessarily have used the
same assumptions in assessing probable maximum loss, it is possible that some of
the mortgaged properties that were considered unlikely to experience a probable
maximum loss in excess of 20% of estimated replacement cost might have been the
subject of a higher estimate had different assumptions been used. With respect
to the mortgaged property identified on Annex A to this prospectus supplement as
Seattle Tower, representing 0.4% of the Initial Mortgage Pool Balance, the
seismic assessment concluded that such mortgaged property was not likely to
experience a probable maximum loss in excess of 30% of the estimated replacement
cost of the improvements as a result of an earthquake. The related borrower is
required to maintain earthquake insurance in an amount not less than 30% of the
replacement cost of the building.

     Various forms of insurance are maintained with respect to any of the
mortgaged properties for the mortgage loans included in the trust, including
casualty insurance, environmental insurance and earthquake insurance, may be
provided under a blanket insurance policy. That blanket insurance policy will
also cover other properties, some of which may not secure loans in the trust. As
a result of total limits under any of those blanket policies, losses at other
properties covered by the blanket insurance policy may reduce the amount of
insurance coverage with respect to a property securing one of the loans in the
trust. See "Risk Factors--Lack of Insurance Coverage Exposes a Trust to Risk for
Particular Special Hazard Losses" in the accompanying prospectus.

                                      S-73


     The applicable originator(s) and its successors and assigns are the
beneficiaries under separate title insurance policies with respect to each
mortgage loan that we intend to include in the trust. Each title insurer may
enter into such co-insurance and reinsurance arrangements with respect to the
title insurance policy as are customary in the title insurance industry. Subject
to standard exceptions, including those regarding claims made in the context of
insolvency proceedings, each title insurance policy will provide coverage to the
trustee (indirectly in the case of the Non-Serviced Trust Loans) for the benefit
of the series 2005-GG3 certificateholders for claims made against the trustee
regarding the priority and validity of the borrowers' title to the subject
mortgaged property.

ASSESSMENTS OF PROPERTY CONDITION

     Property Inspections. Each of the mortgaged properties securing a mortgage
loan that we intend to include in the trust was inspected in connection with the
origination or acquisition of that mortgage loan to assess its general
condition.

     Appraisals. Each of the mortgaged properties securing a mortgage loan that
we intend to include in the trust was appraised by a state certified appraiser
or an appraiser belonging to the Appraisal Institute. Those appraisals were
conducted in accordance with the Appraisal Foundation's Uniform Standards of
Professional Appraisal Practices. Each of those appraisals was conducted within
12 months of the origination of the related mortgage loan that we intend to
include in the trust. The resulting appraised values and the dates of those
appraisals are indicated on Annex A to this prospectus supplement. Each of the
resulting appraisal reports or a separate letter contains a statement by the
appraiser stating that the guidelines in Title XI of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989 were followed in preparing the
appraisal. We have not independently verified the accuracy of that statement
with respect to any of those properties.

     The primary purpose of each of those appraisals was to provide an opinion
of the fair market value of the related mortgaged property. In general,
appraisals represent the analysis and opinion of qualified appraisers and are
not guarantees of present or future value. There can be no assurance that
another appraiser would have arrived at the same opinion of value. Moreover,
Appraisals seek to establish the amount a typically motivated buyer would pay a
typically motivated seller and, in certain cases, may have taken into
consideration the purchase price paid by the borrower. The amount could be
significantly higher than the amount obtained from the sale of a mortgaged
property in a distress or liquidation sale. Information regarding the appraised
values of the mortgaged properties (including loan-to-value ratios) presented in
this prospectus supplement is not intended to be a representation as to the
past, present or future market values of the mortgaged properties. Historical
operating results of the mortgaged properties used in these appraisals may not
be comparable to future operating results. In addition, other factors may impair
the mortgaged properties' value without affecting their current net operating
income, including:

     o   changes in governmental regulations, zoning or tax laws;

     o   potential environmental or other legal liabilities;

     o   the availability of refinancing; and

     o   changes in interest rate levels.

     Environmental Assessments. A third-party consultant conducted a Phase I
environmental assessment or updated a previously conducted Phase I environmental
site assessment with respect to each mortgaged property. Except in the case of 3
mortgaged properties, securing mortgage loans representing 0.9% of the Initial
Mortgage Pool Balance, such assessments or updates were completed during the
12-month period ending on the cut-off date. In all cases, such assessments or
updates were conducted within 12 months of origination. Additionally, all such
assessments or updates were completed within the 15-month period ending on the
cut-off date.

     The environmental testing conducted at any particular mortgaged property
did not necessarily cover all potential environmental issues. For example, tests
for radon, lead-based paint and lead in drinking water were performed in most
instances only at multifamily rental properties and only when the originator(s)
of the related mortgage loan or the environmental consultant involved believed
this testing was warranted under the circumstances.

                                      S-74


     The above-described environmental assessments may have identified various
adverse or potentially adverse environmental conditions at the respective
mortgaged properties. In cases where the testing identified the presence of
asbestos-containing materials, lead-based paint and/or radon, the environmental
consultant generally recommended, and the related loan documents generally
required:

     o   the continuation or the establishment of an operation and maintenance
         plan to address the issue, or

     o   the implementation of a remediation program.

     If the particular asbestos-containing materials or lead-based paint was in
poor condition, then this could result in a claim for damages by any party
injured by the condition.

         In cases where the environmental assessment identified an adverse or
potentially adverse environmental condition at the mortgaged property, the
related originator(s) of the mortgage loan generally required the related
borrower:

     1.  to carry out the specific remedial measures prior to closing if no
         third party was identified as being responsible for the remediation; or

     2.  to carry out the specific remedial measures post-closing and deposit
         with the lender a cash reserve in an amount generally equal to 100% to
         125% of the estimated cost to complete the remedial measures; or

     3.  to monitor the environmental condition and/or to carry out additional
         testing, in the manner and within the time frame specified in the
         related loan documents; or

     4.  to obtain environmental insurance (which contains specific coverage
         limits and deductibles and which may not be sufficient to cover all
         losses from certain environmental conditions).

     Some borrowers under the mortgage loans may not have satisfied all
post-closing obligations required by the related loan documents with respect to
environmental matters. There can be no assurance that recommended operations and
maintenance plans have been implemented or will continue to be complied with.

     In some cases, the environmental consultant did not recommend that any
action be taken with respect to a potential adverse environmental condition at a
mortgaged property because a responsible party with respect to that condition
had already been identified. There can be no assurance, however, that such a
responsible party will be willing or financially able to address the subject
condition.

     In several cases, the environmental assessment for a mortgaged property
identified environmental problems at nearby properties. Such assessment
generally indicated, however, that--

     o   the mortgaged property had not been affected or had been minimally
         affected,

     o   the potential for the problem to affect the mortgaged property was
         limited, or

     o   a person responsible for remediation had been identified.

     See "Risk Factors--Risks Related to the Underlying Mortgage Loans--Lending
on Income-Producing Real Properties Entails Environmental Risk" in this
prospectus supplement.

     The information provided by us in this prospectus supplement regarding
environmental conditions at the respective mortgaged properties is based on the
results of the environmental assessments referred to in this "--Environmental
Assessments" subsection and has not been independently verified by us, the
underwriters or any of our or their respective affiliates.

         There can be no assurance that the environmental assessments referred
to above identified all environmental conditions and risks at, or that any
environmental conditions will not have a material adverse effect on the value of
or cash flow from, one or more of the mortgaged properties securing the mortgage
loans.

                                      S-75


     Engineering Assessments. In connection with the origination process, each
mortgaged property securing the mortgage loans that we intend to include in the
trust, was inspected by an engineering firm to assess the structure, exterior
walls, roofing, interior structure and mechanical and electrical systems. The
resulting reports indicated deferred maintenance items and/or recommended
capital improvements with respect to some of those mortgaged properties. In
cases where the cost of repair was deemed material, the related borrowers were
generally required to deposit with the lender an amount generally equal to 125%
of the engineering firm's estimated cost of the recommended repairs, corrections
or replacements to assure their completion or in some cases to have the repairs
guaranteed by the sponsor or parent of the borrower in lieu of reserves.

ASSIGNMENT OF THE UNDERLYING MORTGAGE LOANS

     On or before the date of initial issuance of the offered certificates, the
following transfers of the underlying mortgage loans will occur. In each case,
the transferor will assign the mortgage loans to be included in the trust,
without recourse (other than the repurchase obligation of the applicable
Mortgage Loan Seller in connection with a breach of a representation or a
warranty with respect to a mortgage loan sold by it), to the transferee.

                         -------------------------------
                              Mortgage Loan Sellers
                                      GCFP
                                 $1,803,276,150
                                      GSMC
                                 $1,161,654,749
                                    GSMC and
                              Commerzbank, jointly
                                  $639,971,534
                         -------------------------------
                                        |
                                        |
                                        |                    All mortgage loans
                                        |                   $3,604,902,433
                                        |
                                       \ /
                         -------------------------------
                                Greenwich Capital
                            Commercial Funding Corp.
                         -------------------------------
                                          |
                                          |
                                          |                 All mortgage loans
                                          |                 $3,604,902,433
                                          |
                                         \ /
                         -------------------------------
                                   Commercial
                                 Mortgage Trust
                                    2005-GG3
                         -------------------------------

     In connection with the foregoing transfers, the Mortgage Loan Sellers will
be required to deliver to the trustee the following documents, among others,
with respect to each mortgage loan:

     o   either--

         1.   the original promissory note evidencing that mortgage loan, or

         2.   if the original promissory note has been lost, a copy of that
              note, together with a lost note affidavit and indemnity;

     o   the original or a copy of the mortgage instrument, together with
         originals or copies of any intervening assignments of the mortgage
         instrument;

                                      S-76


     o   the original or a copy of the co-lender agreement or intercreditor
         agreement, if such mortgage loan is part of a split loan structure;

     o   the original or a copy of any separate assignment of leases and rents,
         together with originals or copies of any intervening assignments of
         that assignment of leases and rents;

     o   either--

         1.   an executed assignment of the mortgage instrument in favor of the
              trustee, in recordable form except for missing recording

              information relating to that mortgage instrument, or

         2.   a certified copy of that assignment as sent for recording;

     o   either--

         1.   an executed assignment of any separate assignment of leases and
              rents in favor of the trustee, in recordable form except for
              missing recording information relating to that assignment of
              leases and rents, or

         2.   a certified copy of that assignment as sent for recording; and

     o   an original or copy of the related lender's title insurance policy, or
         if a title insurance policy has not yet been issued, a "marked-up"
         commitment for title insurance or a pro forma policy.

     Notwithstanding the foregoing, with respect to the Grand Canal Shoppes at
the Venetian Loan Group, LaSalle Bank National Association, as the trustee under
the 2004-GG2 PSA will hold the original documents related to the Grand Canal
Shoppes at the Venetian Loan Group for the benefit of the 2004-GG2 Trust and the
trust fund formed by the pooling and servicing agreement for this transaction,
other than the related notes that are not assets of the trust fund formed by the
2004-GG2 PSA, which will be held by the trustee under the pooling and servicing
agreement for this transaction. With respect to the 1370 Avenue of the Americas
Loan Group, the trustee under the pooling and servicing agreement for this
transaction will hold the note related to the 1370 Avenue of the Americas Trust
Loan and the remaining original loan documents will be held by the trustee under
the pooling and servicing agreement pursuant to which the loan is being
serviced. See "Servicing Under the Pooling and Servicing Agreement--Servicing of
the Non-Serviced Loan Groups--1370 Avenue of the Americas Loan Group."

     The trustee, either directly or through a custodian, is required to hold
all of the documents delivered to it with respect to the mortgage loans in the
trust, in trust for the benefit of the series 2005-GG3 certificateholders.
Within a specified period of time following that delivery, the trustee, directly
or through a custodian, will be further required to conduct a review of those
documents. The scope of the trustee's review of those documents will, in
general, be limited solely to confirming that they have been received. None of
the trustee, the fiscal agent, the master servicer, the special servicer or any
custodian is under any duty or obligation to inspect, review or examine any of
the documents relating to the mortgage loans to determine whether the document
is valid, effective, enforceable, in recordable form or otherwise appropriate
for the represented purpose.

     If, as provided in the pooling and servicing agreement--

     o   any of the above-described documents required to be delivered by the
         applicable Mortgage Loan Seller to the trustee is not delivered or is
         otherwise defective, and

     o   that omission or defect materially and adversely affects the interests
         of the series 2005-GG3 certificateholders in the subject loan,

then the omission or defect will constitute a material document defect as to
which the trust will have the rights against the applicable Mortgage Loan
Seller, as applicable, described under "--Cures and Repurchases" below.

                                      S-77


     Within a specified period following the later of--

     o   the date on which the offered certificates are initially issued, and

     o   the date on which all recording information necessary to complete the
         subject document is received by the trustee,

the trustee will be required to submit for recording in the real property
records of the applicable jurisdiction each of the assignments of recorded loan
documents in favor of the trustee described above (other than with respect to
the Non-Serviced Loan Groups). Because most of the mortgage loans that we intend
to include in the trust are newly originated, many of those assignments cannot
be completed and recorded until the related mortgage and/or assignment of leases
and rents, reflecting the necessary recording information, is returned from the
applicable recording office.

REPRESENTATIONS AND WARRANTIES

     As of the date of initial issuance of the offered certificates, each of the
Mortgage Loan Sellers will make with respect to each mortgage loan sold by it
that we include in the trust, representations and warranties generally to the
effect described below, together with any other representations and warranties
as may be required by the applicable rating agencies as set forth and subject to
the exceptions described in the related mortgage loan purchase agreement:

     o   The information pertaining to the mortgage loan set forth in the loan
         schedule attached to the pooling and servicing agreement is true and
         accurate in all material respects as of the cut-off date and contains
         all information required by the pooling and servicing agreement to be
         contained therein.

     o   Prior to the sale of the mortgage loan to the depositor, the Mortgage
         Loan Seller was the owner of such mortgage loan, had good title to it,
         had full right, power and authority to sell, assign and transfer such
         mortgage loan and has transferred such mortgage loan free and clear of
         any and all liens, pledges and security interests of any nature
         encumbering such mortgage loan other than with respect to loans in a
         split loan structure, the applicable companion loans.

     o   As of the date of its origination, the mortgage loan complied in all
         material respects with, or was exempt from, all requirements of
         federal, state or local law relating to the origination of the mortgage
         loan, including applicable usury laws.

     o   The proceeds of the mortgage loan have been fully disbursed (except in
         those cases where the full amount of the mortgage loan has been
         disbursed but a portion thereof is being held in escrow or reserve
         accounts pending the satisfaction of certain conditions relating to
         leasing, repairs or other matters with respect to the mortgaged
         property), and there is no requirement for future advances.

     o   The promissory note, each mortgage instrument, and each assignment of
         leases and rents, if any, with respect to the mortgage loan is the
         legal, valid and binding obligation of the maker thereof, subject to
         any nonrecourse provisions in the particular document and any state
         anti-deficiency legislation, and is enforceable in accordance with its
         terms, except that (1) such enforcement may be limited by (a)
         bankruptcy, insolvency, receivership, reorganization, liquidation,
         redemption, moratorium and/or other similar laws and (b) by general
         principles of equity, regardless of whether that enforcement is
         considered in a proceeding in equity or at law, and (2) certain
         provisions in the subject agreement or instrument may be further
         limited or rendered unenforceable by applicable law, but those
         limitations will not render the subject agreement or instrument invalid
         as a whole or substantially interfere with the mortgagee's realization
         of the benefits provided by the subject agreement or instrument.

     o   Each related mortgage instrument is a valid and, subject to the
         exceptions and limitations in the preceding bullet, enforceable first
         lien on the related mortgaged property, except for Permitted
         Encumbrances and, with respect to mortgage loans with a split loan
         structure, the applicable companion loan. 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 instrument, the current principal use of the related mortgaged
         property or the current ability of the related mortgaged property to
         pay its obligations under the

                                      S-78


         subject mortgage loan when they become due (other than a balloon
         payment, which would require a refinancing).

     o   Subject to the exceptions and limitations on enforceability in the
         second preceding bullet, there is no valid offset, defense,
         counterclaim or right of rescission with respect to the promissory note
         or any related mortgage instrument or other agreement executed by the
         related borrower in connection with the mortgage loan.

     o   The assignment of each related mortgage instrument in favor of the
         trustee (or in the case of a Non-Serviced Trust Loan, the assignment in
         favor of the current holder of the mortgage) constitutes the legal,
         valid, binding and, subject to the limitations and exceptions in the
         third preceding bullet, enforceable assignment of that mortgage
         instrument to the trustee.

     o   All real estate taxes and governmental assessments that prior to the
         cut-off date became due and payable in respect of, and materially
         affect, any related mortgaged property, have been paid or are not yet
         delinquent, or an escrow of funds in an amount sufficient to cover
         those payments has been established.

     o   To the actual knowledge of the Mortgage Loan Seller, there is no
         proceeding pending for total or partial condemnation of each related
         mortgaged property that materially affects its value, and each related
         mortgaged property was free of material damage.

     o   To the actual knowledge of the Mortgage Loan Seller, except where a
         tenant under a lease is permitted to self-insure, all insurance
         required under the mortgage loan was in full force and effect with
         respect to each related mortgaged property.

     o   As of the date of initial issuance of the offered certificates, the
         mortgage loan is not 30 days or more past due in respect of any
         scheduled payment of principal and/or interest.

     o   The related borrower is not a debtor in any bankruptcy, reorganization,
         insolvency or comparable proceeding.

     If, as provided in the pooling and servicing agreement--

     o   there exists a breach of any of the above-described representations and
         warranties made by the applicable Mortgage Loan Seller, and

     o   that breach materially and adversely affects the value of the mortgage
         loan, the related mortgaged property or the interests of the series
         2005-GG3 certificateholders in the subject mortgage loan,

then that breach will be a material breach as to which the trust will have the
rights against the applicable Mortgage Loan Seller, as applicable, described
under "--Cures and Repurchases" below.

CURES AND REPURCHASES

     If there exists a material breach of any of the representations and
warranties made by the applicable Mortgage Loan Seller with respect to any of
the mortgage loans sold by it, as discussed under "--Representations and
Warranties" above, or if there exists a material document defect with respect to
any mortgage loan sold by it, as discussed under "--Assignment of the Underlying
Mortgage Loans" above, then the applicable Mortgage Loan Seller, as applicable,
will be required either:

     o   to remedy that material breach or material document defect, as the case
         may be, in all material respects, or

     o   to repurchase the affected mortgage loan at a price generally equal to
         the sum of--

         1.   the unpaid principal balance of that mortgage loan at the time of
              purchase, plus

         2.   all unpaid interest, other than Default Interest, due with respect
              to that mortgage loan pursuant to the related loan documents
              through the due date in the collection period of purchase, plus

                                      S-79


         3.   all unreimbursed servicing advances relating to that mortgage
              loan, plus

         4.   all unpaid interest accrued on advances made by the master
              servicer, the special servicer, the trustee and/or the fiscal
              agent with respect to that mortgage loan, plus

         5.   to the extent not otherwise covered by clause 4. of this bullet,
              all unpaid special servicing fees (including all unpaid workout
              fees and liquidation fees due to the special servicer) and other
              Additional Trust Fund Expenses related to that mortgage loan, plus

         6.   if the affected mortgage loan is not repurchased by the mortgage
              loan seller within the applicable cure period (generally 90 days
              after discovery by or notice to the applicable mortgage loan
              seller of such breach or defect, plus, in certain cases, an
              additional 90 days as described in the next paragraph), a
              liquidation fee in connection with such repurchase (to the extent
              such fee is payable under the terms of the pooling and servicing
              agreement).

     The time period within which the applicable Mortgage Loan Seller must
complete that remedy or repurchase will generally be limited to 90 days
following the earlier of the responsible party's discovery or receipt of notice
of the subject material breach or material document defect, as the case may be.
However, if the applicable Mortgage Loan Seller is diligently attempting to
correct the problem, then, with limited exception, it will be entitled to an
additional 90 days (or more in the case of a material document defect resulting
from the failure of the responsible party to have received the recorded
documents) to complete that remedy or repurchase.

     If a material breach or a material document defect exists with respect to
any mortgage loan that is cross-collateralized with one or more other mortgage
loans in the trust, and if the cross-collateralization can be terminated without
any adverse tax consequence for the trust, then the applicable Mortgage Loan
Seller will be permitted, subject to specified conditions, to repurchase only
the affected mortgage loan. Otherwise, the entire cross-collateralized group
will be treated as a single mortgage loan for purposes of--

     o   determining the materiality of the subject breach or document defect,
         and

     o   the repurchase remedy.

     The cure/repurchase obligations described above will constitute the sole
remedy available to the series 2005-GG3 certificateholders in connection with a
material breach of any representations or warranties or a material document
defect with respect to any mortgage loan in the trust. None of the depositor,
the underwriters, the master servicer, the special servicer, the trustee, the
fiscal agent, any other Mortgage Loan Seller nor any other person will be
obligated to repurchase any affected mortgage loan in connection with a material
breach of any of the representations and warranties or a material document
defect if the applicable Mortgage Loan Seller defaults on its obligations to do
so. There can be no assurance that the applicable Mortgage Loan Seller will have
sufficient assets to repurchase a mortgage loan if required to do so. If the
breach or defect relates to a Jointly Sold Loan, each of GSMC and Commerzbank
will be obligated to take these remedial actions only with respect to the
portion of the Jointly Sold Loan sold by it. Therefore, it is possible that
under certain circumstances only one of those two Mortgage Loan Sellers will
repurchase or otherwise comply with the foregoing obligations.

THE MORTGAGE LOAN SELLERS AND ORIGINATORS

     The Mortgage Loan Sellers are Greenwich Capital Financial Products, Inc.,
Goldman Sachs Mortgage Company, and Commerzbank AG, New York Branch. The
information set forth in this prospectus supplement concerning each Mortgage
Loan Seller has been provided by that Mortgage Loan Seller, and neither the
depositor nor the underwriters nor any other Mortgage Loan Seller make any
representation or warranty as to the accuracy or completeness of that
information.

     o   Greenwich Capital Financial Products, Inc., a Delaware corporation, is
         an affiliate of the depositor and Greenwich Capital Markets, Inc., one
         of the underwriters. Greenwich Capital Financial Products, Inc. engages
         in the business of originating, financing and acquiring commercial and
         residential mortgage loans and other receivables. The principal offices
         of Greenwich Capital Financial Products, Inc. are located at 600
         Steamboat Road, Greenwich, Connecticut 06830. Its telephone number is
         (203) 625-2700.

                                      S-80


     o   Goldman Sachs Mortgage Company, a New York limited partnership, is an
         affiliate of Goldman, Sachs & Co., one of the underwriters, and Archon
         Financial, L.P., one of the originators. Goldman Sachs Mortgage Company
         engages primarily in the business of acquiring and depositing mortgage
         assets in trusts in exchange for certificates evidencing interests in
         such trusts and selling or otherwise distributing such certificates.
         All of the mortgage loans sold by GSMC to the depositor were originated
         by Archon Financial, L.P., an affiliate of GSMC, other than the Jointly
         Sold Loans of which 2 of those loans were jointly originated by
         Commerzbank and Archon. The principal offices of Goldman Sachs Mortgage
         Company are located at 85 Broad Street, New York, New York 10004. Its
         telephone number is (212) 902-1000.

     o   Archon Financial, L.P. ("ARCHON"), a Delaware limited partnership, is
         an affiliate of Goldman Sachs Mortgage Company, one of the loan
         sellers, and Goldman, Sachs & Co., one of the underwriters. A portion
         of the Grand Canal Shoppes at the Venetian Loan Group was sold to
         Commerzbank shortly after origination and the mortgage loans identified
         on Annex A to this prospectus supplement as North Star Mall and Mall
         St. Matthews were jointly originated by Archon and Commerzbank, and in
         each case, Archon sold its portion to Goldman Sachs Mortgage Company.
         The mortgage loans originated by Archon were sold to GSMC. The
         principal offices of Archon are located at 600 East Las Colinas
         Boulevard, Suite 450, Irving, Texas 75039. Its telephone number is
         (972) 501-3900.

     o   Commerzbank AG, New York Branch, the New York branch of Commerzbank
         Aktiengesellschaft ("COMMERZBANK AG"). Commerzbank AG is a German
         private-sector bank which conducts extensive banking business in the
         United States, concentrating primarily in corporate lending, real
         estate finance, letter of credit and banker's acceptance facilities,
         syndicated loan transactions and treasury operations including foreign
         exchange transactions. A portion of the Grand Canal Shoppes at the
         Venetian Loan Group was sold to Commerzbank by Archon shortly after
         origination, and the mortgage loans identified on Annex A to this
         prospectus supplement as North Star Mall and Mall St. Matthews were
         jointly originated by Commerzbank and Archon Financial, L.P. The
         principal offices of Commerzbank are located at 2 World Financial
         Center, 34th Floor, New York, New York 10281. Its telephone number is
         (212) 266-7200.

CHANGES IN MORTGAGE POOL CHARACTERISTICS

     The description in this prospectus supplement of the Mortgage Pool is based
upon the Mortgage Pool as it is expected to be constituted at the time the
offered certificates are issued, with adjustments for the monthly debt service
payments due on the mortgage loans on or before the cut-off date. Prior to the
issuance of the offered certificates, one or more mortgage loans may be removed
from the Mortgage Pool if we consider the removal necessary or appropriate. A
limited number of other mortgage loans may be included in the Mortgage Pool
prior to the issuance of the offered certificates, unless including those
mortgage loans would materially alter the characteristics of the Mortgage Pool
as described in this prospectus supplement. We believe that the information in
this prospectus supplement will be generally representative of the
characteristics of the Mortgage Pool as it will be constituted at the time the
offered certificates are issued. However, the range of mortgage interest rates
and maturities, as well as the other characteristics of the mortgage loans
included in the trust described in this prospectus supplement, may vary, and the
actual Initial Mortgage Pool Balance may be as much as 5% larger or smaller than
the Initial Mortgage Pool Balance specified in this prospectus supplement.

     A current report on Form 8-K will be available to purchasers of the offered
certificates on or shortly after the date of initial issuance of the offered
certificates. We will file that current report on Form 8-K, together with the
pooling and servicing agreement as an exhibit, with the SEC after the initial
issuance of the offered certificates. If mortgage loans are removed from or
added to the Mortgage Pool, that removal or addition will be noted in that
current report on Form 8-K.

                                      S-81


               SERVICING UNDER THE POOLING AND SERVICING AGREEMENT


GENERAL

     The pooling and servicing agreement will govern the servicing and
administration of the mortgage loans in the trust (other than the Non-Serviced
Trust Loans (i.e., the Grand Canal Shoppes at the Venetian Trust Loan and, after
the securitization of the 1370 Avenue of the Americas Pari Passu Companion
Loans, the 1370 Avenue of the Americas Trust Loan)) as well as the servicing and
administration of the Companion Loans (other than the Non-Serviced Companion
Loans), and any REO Properties acquired by the trust as a result of foreclosure
or other similar action. The following summaries describe some of the provisions
of the pooling and servicing agreement relating to the servicing and
administration of those mortgage loans and REO Properties. You should also refer
to the accompanying prospectus, in particular the section captioned "Description
of the Governing Documents" for additional important information regarding
provisions of the pooling and servicing agreement that relate to the rights and
obligations of the master servicer and the special servicer.

     The pooling and servicing agreement provides that, except for the
Non-Serviced Loan Groups, the master servicer and the special servicer must each
service and administer the mortgage loans and the Companion Loans and any REO
Properties in the trust, directly or through the primary servicer or
sub-servicers, in accordance with--

     o   any and all applicable laws,

     o   the express terms of the pooling and servicing agreement and, in the
         case of the Loan Groups, the related co-lender agreement,

     o   the express terms of the subject mortgage loans, and

     o   to the extent consistent with the foregoing, the Servicing Standard.

     In general, the master servicer will be responsible for the servicing and
administration of each mortgage loan and the Companion Loans (other than the
Non-Serviced Loan Groups)--

     o   as to which no Servicing Transfer Event has occurred, or

     o   that is a worked-out mortgage loan as to which no new Servicing
         Transfer Event has occurred.

     The special servicer, on the other hand, will be responsible for the
servicing and administration of each mortgage loan and each Companion Loan
(other than the Non-Serviced Loan Groups) as to which a Servicing Transfer Event
has occurred and which has not yet become a worked-out mortgage loan with
respect to that Servicing Transfer Event. The special servicer will also be
responsible for the administration of each REO Property acquired by the trust.

     Despite the foregoing, the pooling and servicing agreement will require the
master servicer to continue to collect information and prepare all reports to
the trustee required to be collected or prepared with respect to any specially
serviced mortgage loans and, otherwise, to render other incidental services with
respect to any such specially serviced assets to the extent provided in the
pooling and servicing agreement. In addition, the special servicer will perform
limited duties and have certain approval rights regarding servicing actions with
respect to non-specially serviced mortgage loans. Neither the master servicer
nor the special servicer will have responsibility for the performance by the
other of its respective obligations and duties under the pooling and servicing
agreement.

     The master servicer will transfer servicing of a mortgage loan (other than
a Non-Serviced Loan Group) to the special servicer upon the occurrence of a
Servicing Transfer Event with respect to that mortgage loan. The special
servicer will return the servicing of that mortgage loan to the master servicer,
and that mortgage loan will be considered to have been worked-out, if and when
all Servicing Transfer Events with respect to that mortgage loan cease to exist.
In the case of any Loan Group (other than a Non-Serviced Loan Group), the
occurrence of a Servicing Transfer Event with respect to any mortgage loan in
the Loan Group will automatically result in the occurrence of a Servicing
Transfer Event with respect to the other loans in the Loan Group.

                                      S-82


     With respect to each Non-Serviced Loan Group, the Non-Serviced Loan Groups
are being serviced and administered in accordance with the related Pari Passu
PSA (and all decisions, consents, waivers, approvals and other actions on the
part of the holders of the Non-Serviced Loan Group will be effected in
accordance with the related Pari Passu PSA and related intercreditor
agreements). Consequently, the servicing provisions set forth in this prospectus
supplement and the administration of accounts will not be applicable to any
Non-Serviced Loan Group, but instead the servicing and administration of the
Non-Serviced Loan Group will be governed by the related Pari Passu PSA.

     Each Pari Passu PSA provides or will provide for servicing transfer events
that are similar but not identical to those set forth in this prospectus
supplement. Upon the occurrence of a servicing transfer event under the related
Pari Passu PSA, servicing of the related Non-Serviced Trust Loan and its related
Non-Serviced Companion Loan(s) will be transferred to the related special
servicer.

     Some of the mortgage loans that we intend to include in the trust are
currently being serviced by third-party servicers that are entitled to and will
become sub-servicers of these loans on behalf of the master servicer. Neither
the trustee nor any other successor master servicer may terminate the
sub-servicing agreement for any of those sub-servicers without cause.

     The master servicer intends to enter into an agreement with Midland Loan
Services, Inc. acting as primary servicer for the mortgage loans sold to us by
Goldman Sachs Mortgage Company (other than the Grand Canal Shoppes at the
Venetian mortgage loan and certain other mortgage loans that had subservicers in
place prior to this securitization) and, prior to the securitization of the 1370
Avenue of the Americas Pari Passu Companion Loan, the mortgage loan identified
on Annex A to this prospectus supplement as 1370 Avenue of the Americas, under
which the primary servicer will assume many of the servicing obligations of the
master servicer presented in this section with respect to mortgage loans sold by
it or its affiliates to the trust. The primary servicer is subject to the
Servicing Standard. If an event of default occurs in respect of the master
servicer and the master servicer is terminated, such termination will not in and
of itself cause the termination of the primary servicer. Notwithstanding the
provisions of any primary servicing agreement or the pooling and servicing
agreement, the master servicer shall remain obligated and liable to the trustee,
paying agent, the special servicer and the series 2005-GG3 certificateholders
for servicing and administering of the mortgage loans in accordance with the
provisions of the pooling and servicing agreement to the same extent as if the
master servicer was alone servicing and administering the mortgage loans. The
sub-servicing agreement with the primary servicer will have events of default
and termination provisions analogous to those contained in the pooling and
servicing agreement.

     In general, for so long as any mortgage loan that is part of a Loan Group
is included in the trust (other than the Non-Serviced Loan Groups), the related
Companion Loan will be serviced and administered under the pooling and servicing
agreement generally as if it was a mortgage loan included in the trust (other
than in the case of the Toringdon II Loan Group, for which a separate servicer
of the related subordinated Companion Loan will collect the related monthly
payment from the borrower).

THE INITIAL MASTER SERVICER, THE INITIAL SPECIAL SERVICER AND THE INITIAL
PRIMARY SERVICER

     The Master Servicer. GMAC Commercial Mortgage Corporation will act as
master servicer under the pooling and servicing agreement. Its principal
servicing offices are located at 200 Witmer Road, Horsham, Pennsylvania 19044.

     As of September 30, 2004, GMAC Commercial Mortgage Corporation was the
master servicer of a portfolio of multifamily and commercial loans totaling
approximately $198.4 billion in aggregate outstanding principal balance.

     The information set forth in this prospectus supplement concerning GMAC
Commercial Mortgage Corporation has been provided by it. Neither we nor any of
the underwriters makes any representation or warranty as to the accuracy or
completeness of this information.

     The Primary Servicer. Midland Loan Services, Inc., a Delaware corporation,
will initially be appointed as primary servicer under the pooling and servicing
agreement for the mortgage loans sold to us by Goldman Sachs Mortgage Company
(other than the Grand Canal Shoppes at the Venetian mortgage loan and certain
other mortgage loans that had subservicers in place prior to this
securitization) and the 1370 Avenue of the Americas Trust Loan.

                                      S-83


     Midland Loan Services, Inc. is a wholly-owned subsidiary of PNC Bank,
National Association and PNC Bank, National Association is a wholly-owned
subsidiary of The PNC Financial Services Group, Inc. Midland is a real estate
financial services company that provides loan servicing and asset management for
large pools of commercial and multifamily real estate assets. Midland's
principal offices are located at 10851 Mastin Street, Building 82, Suite 700,
Overland Park, Kansas 66210.

     As of September 30, 2004, Midland was servicing approximately 13,815
commercial and multifamily loans with a total principal balance of approximately
$92.6 billion. The collateral for these loans is located in all 50 states, the
District of Columbia, Puerto Rico, Guam and Canada. Approximately 9,413 of those
loans, with a total principal balance of approximately $69 billion, pertain to
commercial and multifamily mortgage-backed securities.

     The information set forth in this prospectus supplement concerning Midland
has been provided by Midland. Neither we nor any of the underwriters makes any
representation or warranty as to the accuracy or completeness of this
information.

     The Special Servicer. GMAC Commercial Mortgage Corporation, a California
corporation, will initially be appointed as special servicer under the Pooling
and Servicing Agreement. The principal executive offices of the special servicer
are located at 200 Witmer Road, Horsham, Pennsylvania 19044.

     As of September 30, 2004, GMAC Commercial Mortgage Corporation was
responsible for performing certain special servicing functions with respect to
commercial and multifamily loans totaling approximately $94.0 billion in
aggregate outstanding principal balance. GMAC Commercial Mortgage Corporation
will make no representations as to the validity or sufficiency of the pooling
and servicing agreement, the Series 2005-GG3 certificates, the mortgage loans or
this prospectus supplement.

     The information set forth in this prospectus supplement concerning GMAC
Commercial Mortgage Corporation has been provided by GMAC Commercial Mortgage
Corporation. Accordingly, we make no representation or warranty as to the
accuracy or completeness of this information.

     As described in this prospectus supplement under "Replacement of the
Special Servicer," with respect to each Loan Group, the holder of certain of the
Companion Loans will have certain rights to terminate an existing special
servicer with respect to the related Loan Group. Accordingly, certain of the
mortgage loans could have a different special servicer than the rest of the
mortgage loans.

SERVICING OF THE NON-SERVICED LOAN GROUPS

     1370 Avenue of the Americas Loan Group. Pursuant to an intercreditor
agreement, the 1370 Avenue of the Americas Loan Group will initially be serviced
under the pooling and servicing agreement for this transaction, with Midland
Loan Services, Inc. acting as primary servicer pursuant to a primary servicing
agreement between the master servicer and the primary servicer. From and after
the closing of the securitization of the 1370 Avenue of the Americas Pari Passu
Companion Loans held by Morgan Stanley Mortgage Capital Inc. and satisfaction of
the conditions set forth in the pooling and servicing agreement with respect to
the transfer of servicing, the 1370 Avenue of the Americas Loan Group and any
related REO property are expected to be serviced under the pooling and servicing
agreement entered into in connection with such securitization. Prior to the
transfer of servicing from the pooling and servicing agreement to the 1370
Avenue of the Americas Companion Loan PSA, the trustee will be provided with
written confirmation from any Rating Agency that is not rating the securities
issued in connection with the 1370 Avenue of the Americas Companion Loan PSA
that such transfer will not result in a downgrade, withdrawal or qualification
of the ratings of any of the series 2005-GG3 certificates. It is expected that
the 1370 Avenue of the Americas Companion Loan PSA will provide for servicing in
a manner acceptable for rated transactions similar in nature to this
securitization. The servicing arrangements under the 1370 Avenue of the Americas
Companion Loan PSA are expected to be generally similar to the servicing
arrangements under the pooling and servicing agreement for this transaction.

     In that regard, after the servicing of the 1370 Avenue of the Americas Loan
Group is transferred to the pooling and servicing agreement for that
transaction:

     o   The trustee under the 1370 Avenue of the Americas Companion Loan PSA
         will be the mortgagee of record for the 1370 Avenue of the Americas
         Loan Group.

                                      S-84


     o   The master servicer, the primary servicer, the special servicer, the
         trustee or the fiscal agent under the pooling and servicing agreement
         for this transaction will have no obligation or authority to supervise
         the master servicer, the primary servicer, if any, special servicer or
         trustee under the 1370 Avenue of the Americas Companion Loan PSA or to
         make advances with respect to the 1370 Avenue of the Americas Loan
         Group (except to the limited extent described below). The obligation of
         the master servicer to provide information and collections to the
         trustee and the series 2005-GG3 certificateholders with respect to the
         1370 Avenue of the Americas Loan Group will be dependent on its receipt
         of the corresponding information and collections from the master
         servicer or special servicer for that transaction.

     o   The master servicer under the 1370 Avenue of the Americas Companion
         Loan PSA will make servicing advances for the benefit of this trust and
         the trust formed under the 1370 Avenue of the Americas Companion Loan
         PSA and the master servicer and/or the primary servicer will remit
         collections on the 1370 Avenue of the Americas Trust Loan to or on
         behalf of the trustee for this trust.

     o   The master servicer under the 1370 Avenue of the Americas Companion
         Loan PSA will not be required to make P&I advances with respect to the
         1370 Avenue of the Americas Trust Loan. Consequently, the master
         servicer under the pooling agreement entered in connection with the
         issuance of the series 2005-GG3 certificates will be required to make
         P&I advances with respect to the 1370 Avenue of the Americas Trust
         Loan, unless the master servicer under the 1370 Avenue of the Americas
         Companion Loan PSA or the master servicer under the pooling and
         servicing agreement for this transaction has determined that such
         advance would not be recoverable from collections on the 1370 Avenue of
         the Americas Trust Loan, as applicable.

     o   The holder of the certificates representing a majority interest in a
         designated controlling class of the securitization that holds the 1370
         Avenue of the Americas Pari Passu Companion Loans will be the directing
         holder with respect to the 1370 Avenue of the Americas Loan Group. Such
         holder will have the right to remove the special servicer and to
         withhold its consent with respect to certain actions proposed by the
         special servicer under the 1370 Avenue of the Americas Companion Loan
         PSA. The majority certificateholders of the controlling class for this
         transaction will have consultation rights with respect to certain
         actions proposed by such special servicer. Such consultation rights
         will not be binding on such special servicer.

     Grand Canal Shoppes at the Venetian Loan Group. The Grand Canal Shoppes at
the Venetian Loan Group and any related REO property are being serviced under
the 2004-GG2 PSA. The 2004-GG2 PSA provides for servicing in a manner acceptable
for rated transactions similar in nature to this securitization. The servicing
arrangements under the 2004-GG2 PSA are generally similar to, but not identical
to, the servicing arrangements under the pooling and servicing agreement for
this transaction.

     In that regard:

     o   The 2004-GG2 Master Servicer is Wells Fargo Bank, National Association
         and the 2004-GG2 Special Servicer is Lennar Partners, Inc., with
         respect to the servicing of the Grand Canal Shoppes at the Venetian
         Loan Group.

     o   The 2004-GG2 Trustee will be the mortgagee of record for the Grand
         Canal Shoppes at the Venetian Loan Group.

     o   The master servicer, the special servicer, the trustee or the fiscal
         agent under the pooling and servicing agreement will have no obligation
         or authority to supervise the 2004-GG2 Master Servicer, the 2004-GG2
         Special Servicer or the 2004-GG2 Trustee or to make servicing advances
         with respect to the Grand Canal Shoppes at the Venetian Loan Group. The
         obligation of the master servicer and the special servicer to provide
         information to the trustee and the series 2005-GG3 certificateholders
         with respect to the Grand Canal Shoppes at the Venetian Loan Group, as
         applicable, will be dependent on their receipt of the corresponding
         information from the 2004-GG2 Master Servicer or the 2004-GG2 Special
         Servicer, as applicable.

                                      S-85


     o   The 2004-GG2 Master Servicer will make servicing advances and remit
         collections on the Grand Canal Shoppes at the Venetian Loan Group to or
         on behalf of the trust, but will not make P&I advances.

     o   The master servicer will be required to make P&I advances on the Grand
         Canal Shoppes at the Venetian Trust Loan, unless it (or the special
         servicer) has determined that such advances would not be recoverable
         from collections on the related Trust Loan. If the master servicer is
         an S&P approved servicer and a Moody's approved master servicer, the
         2004-GG2 Master Servicer may also rely on a determination by the master
         servicer that a P&I advance with respect to the Grand Canal Shoppes at
         the Venetian Trust Loan is nonrecoverable.

     o   Pursuant to the 2004-GG2 PSA, the workout fee and liquidation fee with
         respect to the Grand Canal Shoppes at the Venetian Loan Group will be
         1.0% and 1.0%, respectively.

     o   With respect to the Grand Canal Shoppes at the Venetian Loan Group, the
         majority certificateholder of the controlling class for this
         transaction will be able to withhold their approval to certain proposed
         actions to be taken by the 2004-GG2 Master Servicer or the 2004-GG2
         Special Servicer. See "--The Directing Holders--Non-Serviced Loan
         Groups" below in this prospectus supplement.

     o   With respect to the Grand Canal Shoppes at the Venetian Loan Group, the
         2004-GG2 Special Servicer may be removed as special servicer only for
         cause, but only with the consent of the controlling class of the trust,
         subject to rating agency confirmation that such appointment would not
         result in the downgrade, withdrawal or qualification of the
         then-current ratings of the certificates issued in either
         securitization which includes a mortgage loan in the related Loan
         Group.

     o   The transfer of the ownership of the Grand Canal Shoppes at the
         Venetian Pari Passu Companion Loans to any person or entity other than
         institutional lenders, investment funds exceeding a minimum net worth
         requirement, their affiliates or to trusts or other entities
         established to acquire mortgage loans and issue securities backed by
         and payable from the proceeds of such loans is generally prohibited.

     See "--Servicing Advances--Non-Serviced Loan Groups" and "--Fair Value
Option--Non-Serviced Loan Groups" below in this prospectus supplement.

SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES

     The Master Servicing Fee. The principal compensation to be paid to the
master servicer with respect to its master servicing activities will be the
master servicing fee.

     The master servicing fee will be earned with respect to each and every
mortgage loan in the trust, including each such mortgage loan--

     o   that is a Non-Serviced Trust Loan;

     o   that is being specially serviced;

     o   as to which the corresponding mortgaged property has become an REO
         Property; or

     o   that has been defeased.

     In the case of each mortgage loan in the trust, the master servicing fee
will--

     o   be calculated on a 30/360 Basis, except in the case of partial periods
         of less than a month, when it will be computed on the basis of the
         actual number of days elapsed in the partial period and a 360-day year,

     o   accrue at the related master servicing fee rate,

     o   accrue on the same principal amount as interest accrues or is deemed to
         accrue from time to time with respect to that mortgage loan, and

                                      S-86


     o   be payable monthly from amounts received with respect to, or allocable
         as recoveries of, interest on that mortgage loan or, following
         liquidation of that mortgage loan and any related REO Property, from
         general collections on the other mortgage loans and REO Properties in
         the trust.

     The master servicer will also be entitled to a primary servicing fee with
respect to each Companion Loan (excluding the Non-Serviced Companion Loans),
however, such amounts will only be payable out of funds received in respect of
such Companion Loans and will not be obligations of the Trust.

     The master servicing fee rate will vary on a loan-by-loan basis and ranges
from 0.02% per annum to 0.09% per annum. The master servicing fee rate includes
any servicing fee rate payable to any third-party servicers that sub-service or
primary service the loans on behalf of the master servicer. See the
administrative fee rate, which includes the master servicing fee rate and the
trustee fee rate, stated on Annex A under the column heading "Administrative Fee
Rate."

     With respect to the 1370 Avenue of the Americas Trust Loan, aside from the
master servicing fee payable to the master servicer by the trust at a master
servicing fee rate of 0.01% per annum, a primary servicing fee will be payable
to the primary servicer (or the master servicer under the 1370 Avenue of the
Americas Companion Loan PSA, after such securitization) by the trust at a rate
of 0.03% per annum.

     The Grand Canal Shoppes at the Venetian Trust Loan will be serviced by the
2004-GG2 Master Servicer under the 2004-GG2 PSA. A master servicing fee will be
payable on the Grand Canal Shoppes at the Venetian Trust Loan to the master
servicer by the trust at a master servicing fee rate of 0.01% per annum and a
primary servicing fee will be payable to the 2004-GG2 Master Servicer at a
primary servicing fee rate of 0.01% per annum.

     Additional Master Servicing Compensation. As additional master servicing
compensation, the master servicer will be entitled to receive any and all
Prepayment Interest Excesses collected with respect to the entire Mortgage Pool.

     In addition, the master servicer will generally be authorized to invest or
direct the investment of funds held in its custodial account, and in any and all
escrow and/or reserve accounts maintained by the master servicer, in Permitted
Investments. See "--Custodial Account" below. In general, the master servicer
will be entitled to retain any interest or other income earned on those funds
that is not otherwise payable to the borrowers and, to the extent the
investments are made for its benefit, will be required to cover any losses of
principal from its own funds. The master servicer will not be obligated,
however, to cover any losses resulting from the bankruptcy or insolvency of any
depository institution or trust company holding any of those accounts.

     All modification fees, assumption fees, assumption application fees,
defeasance fees, extension fees, consent/waiver fees and other comparable
transaction fees and charges, if any, collected with respect to the mortgage
loans included in the trust will be paid to, or allocated between, the master
servicer and the special servicer, as additional compensation, in accordance
with the pooling and servicing agreement. Similarly, all late payment charges
and Default Interest, if any, collected with respect to a particular mortgage
loan included in the trust during any collection period will be paid to, and
allocated between, the master servicer and the special servicer, as additional
compensation, as provided in the pooling and servicing agreement, but only to
the extent that those late payment charges and Default Interest are not
otherwise allocable--

     o   to pay the master servicer, the special servicer, the trustee or the
         fiscal agent, as applicable, any unpaid interest on advances reimbursed
         to that party during that collection period with respect to the subject
         mortgage loan included in the trust,

     o   to pay any other expenses, excluding special servicing fees,
         liquidation fees and workout fees, that are then outstanding with
         respect to the subject mortgage loan included in the trust and that, if
         paid from a source other than late payment charges and Default Interest
         collected with respect to the subject mortgage loan, would be an
         Additional Trust Fund Expense, or

     o   to reimburse the trust for any Additional Trust Fund Expenses,
         including interest on advances, but excluding special servicing fees,
         liquidation fees and workout fees, that were paid with respect to the
         subject mortgage loan since the date of initial issuance of the series
         2005-GG3 certificates.

                                      S-87


     Some or all of the items referred to in the prior paragraph that are
collected in respect of any Companion Loan may also be paid to, and allocated
between, the master servicer and the special servicer, as additional
compensation, as provided in the pooling and servicing agreement.

         Prepayment Interest Shortfalls. The pooling and servicing agreement
generally provides that if any Prepayment Interest Shortfalls are incurred in
connection with the voluntary prepayment by borrowers of non-specially serviced
mortgage loans in the trust during any collection period, the master servicer
must make a non-reimbursable payment with respect to the related payment date in
an amount equal to the lesser of:

     o   the total amount of those Prepayment Interest Shortfalls, and

     o   with respect to each and every mortgage loan in the trust for which the
         master servicer receives master servicing fees during that collection
         period, the portion of those fees calculated, in each case, at an
         annual rate of 0.01% per annum.

     No other master servicing compensation will be available to cover
Prepayment Interest Shortfalls.

     Any payments made by the master servicer with respect to any payment date
to cover Prepayment Interest Shortfalls will be included among the amounts
payable as principal and interest on the series 2005-GG3 certificates on that
payment date as described under "Description of the Offered
Certificates--Payments" in this prospectus supplement. If the amount of the
payments made by the master servicer with respect to any payment date to cover
Prepayment Interest Shortfalls is less than the total of all the Prepayment
Interest Shortfalls incurred with respect to the Mortgage Pool during the
related collection period, then the resulting Net Aggregate Prepayment Interest
Shortfall will be allocated among the respective interest-bearing classes of the
series 2005-GG3 certificates, in reduction of the interest payable on those
certificates, as and to the extent described under "Description of the Offered
Certificates--Payments--Payments of Interest" in this prospectus supplement.

     Principal Special Servicing Compensation. The principal compensation to be
paid to the special servicer with respect to its special servicing activities in
respect of the mortgage loans and the Companion Loans will be--

     o   the special servicing fee,

     o   the workout fee, and

     o   the liquidation fee.

     The Special Servicing Fee. The special servicing fee will be earned with
respect to each mortgage loan and each Companion Loan (excluding the
Non-Serviced Loan Groups)--

     o   that is being specially serviced, or

     o   as to which the corresponding mortgaged property has become an REO
         Property.

     In the case of each mortgage loan referred to in the prior paragraph, the
special servicing fee will--

     o   be calculated on a 30/360 Basis, except in the case of partial periods
         of less than a month, when it will be computed on the basis of the
         actual number of days elapsed in the partial period and a 360-day year,

     o   accrue at a special servicing fee rate of 0.25% per annum,

     o   accrue on the same principal amount as interest accrues or is deemed to
         accrue from time to time with respect to that mortgage loan, and

     o   generally be payable monthly from general collections on all the
         mortgage loans and any REO Properties in the trust.

     The Workout Fee. The special servicer will, in general, be entitled to
receive a workout fee with respect to each mortgage loan and each Companion Loan
(excluding the Non-Serviced Loan Groups) that is a worked-out mortgage

                                      S-88


loan. The workout fee will be payable out of, and will be calculated by
application of a workout fee rate of 1% to, each collection of--

     o   interest, other than Default Interest,

     o   principal, and

     o   prepayment consideration,

received on the subject mortgage loan for so long as it remains a worked-out
mortgage loan.

     The workout fee with respect to any worked-out mortgage loan referred to in
the prior paragraph will cease to be payable if a new Servicing Transfer Event
occurs with respect to that loan. However, a new workout fee would become
payable if that mortgage loan again became a worked-out mortgage loan with
respect to that new Servicing Transfer Event.

     If the special servicer is terminated, replaced or resigns, then it will
retain the right to receive any and all workout fees payable with respect to
each mortgage loan and Companion Loan that became a worked-out mortgage loan
during the period that it acted as special servicer and remained a worked-out
mortgage loan at the time of its termination, replacement or resignation. In the
event that (i) the special servicer has been terminated or resigns, and (ii)
prior to such termination or resignation, a specially serviced mortgage loan was
liquidated or modified pursuant to a plan of action submitted by the initial
special servicer and approved (or deemed approved) by the directing holder, then
in that event the special servicer will be paid the related workout fee or
liquidation fee, as applicable. The successor special servicer will not be
entitled to any portion of those workout fees.

     Although workout fees are intended to provide the special servicer with an
incentive to better perform its duties, the payment of any workout fee will
reduce amounts payable to the series 2005-GG3 certificateholders.

     The Liquidation Fee. The special servicer will be entitled to receive a
liquidation fee with respect to (i) each specially serviced mortgage loan and
Companion Loan (excluding the Non-Serviced Loan Groups) for which it obtains a
full, partial or discounted payoff from the related borrower, except as
described in the next paragraph and (ii) each specially serviced mortgage loan
that was repurchased by the applicable mortgage loan seller, except as described
in the next paragraph. The special servicer will also be entitled to receive a
liquidation fee with respect to any specially serviced mortgage loan or REO
Property as to which it receives any Liquidation Proceeds, except as described
in the next paragraph. As to each such specially serviced mortgage loan and REO
Property, the liquidation fee will be payable from, and will be calculated by
application of a liquidation fee rate of 1.0% to, the related payment or
proceeds, exclusive of any portion of that payment or proceeds that represents a
recovery of Default Interest.

     Despite anything to the contrary described in the prior paragraph, no
liquidation fee will be payable based on, or out of, amounts received in
connection with:

     o   the repurchase of any mortgage loan in the trust by the applicable
         Mortgage Loan Seller due to a breach of representation or warranty or
         for defective or deficient mortgage loan documentation within 90 days
         of the discovery by or notice to the applicable Mortgage Loan Seller of
         such breach, defect or omission, as described under "Description of the
         Mortgage Pool--Cures and Repurchases" in this prospectus supplement. If
         the applicable Mortgage Loan Seller is entitled to an additional 90
         days to repurchase a mortgage loan, as described under "Description of
         the Mortgage Pool--Cures and Repurchases" in this prospectus
         supplement, no liquidation fee will be payable during that additional
         90-day period;

     o   the purchase of any specially serviced mortgage loan out of the trust
         by any holder of a fair value purchase option, as described under
         "--Fair Value Option" below;

     o   the purchase of any defaulted mortgage loan in the trust by a related
         mezzanine lender in connection with repurchase rights set forth in the
         applicable intercreditor agreement within 60 days after the purchase
         right is first exercisable;

                                      S-89


     o   the purchase of all of the mortgage loans and REO Properties in the
         trust by us, a mortgage loan seller, the special servicer, any
         certificateholder(s) of the series 2005-GG3 controlling class or the
         master servicer in connection with the termination of the trust or the
         exchange by a sole remaining series 2005-GG3 certificateholder for the
         remaining mortgage loans in connection with the termination of the
         trust, as described under "Description of the Offered
         Certificates--Termination" in this prospectus supplement; or

     o   the purchase of any mortgage loan that is part of a Loan Group by the
         holder of a related Companion Loan as described under "Description of
         the Mortgage Pool--Split Loan Structure" above in this prospectus
         supplement and within the period specified in such intercreditor
         agreement or co-lender agreement.

     Although liquidation fees are intended to provide the special servicer with
an incentive to better perform its duties, the payment of any liquidation fee
will reduce amounts payable to the series 2005-GG3 certificateholders.

     Additional Special Servicing Compensation. As additional special servicing
compensation, the special servicer will be authorized to invest or direct the
investment of funds held in its REO account in Permitted Investments. See "--REO
Properties" below. In general, the special servicer will be entitled to retain
any interest or other income earned on those funds and will be required to cover
any losses of principal from its own funds without any right to reimbursement.
The special servicer will not be obligated, however, to cover any losses
resulting from the bankruptcy or insolvency of any depository institution or
trust company holding the special servicer's REO account.

     All modification fees, assumption fees, assumption application fees,
extension fees, defeasance fees, consent/waiver fees and other comparable
transaction fees and charges, if any, collected with respect to the mortgage
loans will be paid to or allocated between, the master servicer and the special
servicer in accordance with the pooling and servicing agreement. Similarly, all
late payment charges and Default Interest, if any, collected with respect to a
particular mortgage loan during any collection period will be paid to, and
allocated between, the master servicer and the special servicer, as additional
compensation, as provided in the pooling and servicing agreement, but only to
the extent that those late payment charges and Default Interest are not
otherwise allocable--

     o   to pay the master servicer, the special servicer, the trustee or the
         fiscal agent, as applicable, any unpaid interest on advances reimbursed
         to that party during that collection period with respect to the subject
         mortgage loan included in the trust,

     o   to pay any other expenses, excluding special servicing fees,
         liquidation fees and workout fees, that are then outstanding with
         respect to the subject mortgage loan included in the trust and that, if
         paid from a source other than late payment charges and Default Interest
         collected with respect to the subject mortgage loan, would be an
         Additional Trust Fund Expense, or

     o   to reimburse the trust for any Additional Trust Fund Expenses,
         including interest on advances but excluding special servicing fees,
         liquidation fees and workout fees, that were paid with respect to the
         subject mortgage loan since the date of issuance of the series 2005-GG3
         certificates.

     Some or all of the items referred to in the prior paragraph that are
collected in respect of any Companion Loan may also be paid to, and allocated
between, the master servicer and the special servicer, as additional
compensation, as provided in the pooling and servicing agreement.

     Payment of Expenses. Each of the master servicer and the special servicer
will be required to pay its overhead costs and any general and administrative
expenses incurred by it in connection with its servicing activities under the
pooling and servicing agreement. The master servicer and the special servicer
will not be entitled to reimbursement for these expenses except as expressly
provided in the pooling and servicing agreement.

     Servicing Advances.

     Serviced Loans. Any and all customary, reasonable and necessary
out-of-pocket costs and expenses incurred by the master servicer or the special
servicer in connection with the servicing of a mortgage loan and any Companion
Loan under the pooling and servicing agreement (excluding the Non-Serviced Loan
Groups), if a default is imminent or after a default, delinquency or other
unanticipated event has occurred with respect to that loan, or in connection
with the administration of any REO Property, will be servicing advances.
Servicing advances will be

                                      S-90


reimbursable from future payments and other collections, including Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds, in connection with the
related mortgage loan or REO Property.

     The special servicer may request the master servicer to make servicing
advances with respect to a specially serviced mortgage loan or REO Property
under the pooling and servicing agreement, in lieu of the special servicer's
making that advance itself. The special servicer must make the request a
specified number of days in advance of when the servicing advance is required to
be made under the pooling and servicing agreement. The master servicer, in turn,
must make the requested servicing advance within a specified number of days
following the master servicer's receipt of the request. If the request is timely
and properly made, the special servicer will be relieved of any obligations with
respect to a servicing advance that it requests the master servicer to make,
regardless of whether or not the master servicer actually makes that advance.

     If the master servicer is required under the pooling and servicing
agreement to make a servicing advance, but does not do so within 15 days after
the servicing advance is required to be made, then the trustee will be required:

     o   if it has actual knowledge of the failure, to give the defaulting party
         notice of its failure; and

     o   if the failure continues for three more business days, to make the
         servicing advance.

     The pooling and servicing agreement will obligate the fiscal agent to make
any servicing advances that the trustee was obligated, but failed, to make.

     Despite the foregoing discussion or anything else to the contrary in this
prospectus supplement, none of the master servicer, the special servicer, the
trustee or the fiscal agent will be obligated to make servicing advances that,
in the judgment of the party making the advance or in the judgment of the
special servicer (exercised in accordance with the Servicing Standard), would
not be ultimately recoverable from expected collections on the related mortgage
loan or REO Property. If the master servicer, the trustee or the fiscal agent
makes any servicing advance that it subsequently determines is not recoverable
from expected collections on the related mortgage loan or REO Property, it may
obtain reimbursement for that advance, together with interest on the advance,
out of general collections on the mortgage loans and any REO Properties on
deposit in the master servicer's custodial account from time to time.

     The master servicer will be permitted to pay, and the special servicer may
direct the payment of, some servicing expenses out of general pool-wide
collections on deposit in the master servicer's custodial account. Servicing
expenses that may be so paid include the cost to remediate any adverse
environmental circumstance or condition at any of the mortgaged properties
securing a mortgage loan. In addition, the pooling and servicing agreement will
require the master servicer, at the direction of the special servicer if a
specially serviced asset is involved, to pay directly out of the master
servicer's custodial account any servicing expense that, if advanced by the
master servicer or the special servicer, would not be recoverable from expected
collections on the related mortgage loan or REO Property. This is only to be
done, however, when the master servicer, or the special servicer if a specially
serviced asset is involved, has determined in accordance with the Servicing
Standard that making the payment is in the best interests of the series 2005-GG3
certificateholders and, if the subject specially serviced asset is a Loan Group
(other than a Non-Serviced Loan Group), the holder of the related Companion
Loan, as a collective whole.

     The master servicer, the special servicer, the trustee and the fiscal agent
will be entitled to receive interest on servicing advances made by them. The
interest will accrue on the amount of each servicing advance, and compound
annually, for so long as the servicing advance is outstanding, at a rate per
annum equal to the prime rate as published in the "Money Rates" section of The
Wall Street Journal, as that prime rate may change from time to time. Interest
accrued with respect to any servicing advance will be payable in the collection
period when the advance is reimbursed--

     o   first, out of Default Interest and late payment charges collected on
         the related mortgage loan in that collection period, and

     o   then, if and to the extent that the Default Interest and late payment
         charges referred to in the preceding bullet are insufficient to cover
         the advance interest, out of any other amounts then on deposit in the
         master servicer's custodial account.

                                      S-91


     Non-Serviced Loan Groups. Except as described below, none of the master
servicer, the special servicer, the trustee, or the fiscal agent will be
required to make any servicing advances with respect to the Non-Serviced Loan
Groups.

     Servicing advances in the case of the 1370 Avenue of the Americas Loan
Group will be made as described under "--Servicing of the Non-Serviced Loan
Groups--1370 Avenue of the Americas Loan Group" above. If any servicing advances
are made with respect to the 1370 Avenue of the Americas Loan Group, the party
making that advance will be entitled to be reimbursed with interest thereon as
set forth in the relevant pooling and servicing agreement from expected
collections on the 1370 Avenue of the Americas Loan Group. If any party to the
pooling and servicing agreement for this trust has made a servicing advance on
the 1370 Avenue of the Americas Loan Group that it subsequently determines is
not recoverable from expected collections on the 1370 Avenue of the Americas
Loan Group, it will be entitled to be reimbursed with interest from general
collections on all mortgage loans in this trust (and will then seek recovery on
behalf of the trust from the holder of the 1370 Avenue of the Americas Pari
Passu Companion Loans for its proportionate share of such advance). In the event
that a party to the 1370 Avenue of the Americas Companion Loan PSA has made a
servicing advance on the 1370 Avenue of the Americas Loan Group that it
subsequently determines is not recoverable from expected collections on the 1370
Avenue of the Americas Loan Group, it will be entitled to be reimbursed with
interest from general collections on all mortgage loans in this trust (up to the
1370 Avenue of the Americas Trust Loan's proportionate share of such advance, or
if such amount together with amounts available in the trust formed under the
1370 Avenue of the Americas Companion Loan PSA is insufficient to reimburse the
party that made such advance then up to the full amount of such advance and
interest thereon).

     Servicing advances in the case of the Grand Canal Shoppes at the Venetian
Loan Group will be made by the 2004-GG2 Master Servicer, 2004-GG2 Trustee or
2004-GG2 Fiscal Agent in accordance with the 2004-GG2 PSA on generally the same
terms and conditions as are applicable under the pooling and servicing agreement
for this transaction. If any servicing advances are made with respect to the
Grand Canal Shoppes at the Venetian Loan Group under the 2004-GG2 PSA, the party
making that advance will be entitled to be reimbursed with interest thereon as
set forth in the 2004-GG2 PSA, including in the event that the 2004-GG2 Master
Servicer, 2004-GG2 Trustee or 2004-GG2 Fiscal Agent has made a servicing advance
on the Grand Canal Shoppes at the Venetian Loan Group that it subsequently
determines is not recoverable from expected collections on the Grand Canal
Shoppes at the Venetian Loan Group, as applicable.

THE DIRECTING HOLDERS

     General. The directing holder will be as follows:

     o   Non-Split Loans. With respect to the mortgage loans that are not part
         of a Loan Group, the directing holder will be the holder of
         certificates representing a majority interest in a designated
         controlling class of the series 2005-GG3 certificates.

     o   Split Loans - Tier 1. With respect to the Loan Groups secured by the
         1440 Broadway property, the Shops at Wailea property, the 2040 Main
         Street property and the Birtcher/Charlesbank Office Portfolio
         properties, for so long as a control appraisal event does not exist,
         the directing holder will be the holder of the applicable subordinate
         non-trust mortgage loan, and while a control appraisal event does
         exist, the directing holder will be the holder of certificates
         representing a majority interest in a designated controlling class of
         the series 2005-GG3 certificates. For purposes of this paragraph, a
         "CONTROL APPRAISAL EVENT" will exist if and for so long as the initial
         balance of the applicable non-trust subordinate mortgage loan, less
         principal payments, appraisal reduction amounts and (without
         duplication) realized losses allocated thereto is less than 25% of the
         initial principal balance of such subordinate non-trust mortgage loans.

     o   Split Loans - Tier 2. With respect to the Loan Group secured by the
         Toringdon II property, the directing holder will be the holder of
         certificates representing a majority interest in a designated
         controlling class of the series 2005-GG3 certificates.

                                      S-92


     o   Split Loans - Pari Passu:

         o   With respect to the Loan Group secured by the Grand Canal Shoppes
             at the Venetian property, the directing holder will be the holder
             of certificates representing a majority interest in a designated
             controlling class of the series 2005-GG3 certificates, subject to
             the non-binding consultation rights of the holder of the pari passu
             Companion Loans.

         o   With respect to the Loan Group secured by the 1370 Avenue of the
             Americas property, the directing holder will be the holder of one
             of the other pari passu Companion Loans or, if such Companion Loan
             has been deposited into a securitization, the holder of the
             certificates representing a majority interest in a designated
             controlling class of the certificates issued in connection with
             such securitization, subject to the non-binding consultation rights
             of the holder of certificates representing a majority interest in a
             designated controlling class of the Series 2005-GG3 Certificates.

     The pooling and servicing agreement provides that a directing holder may
appoint a representative to exercise the rights of the directing holder. The
directing holder (or its representative) with respect to any Loan Group will
have the right to advise and approve certain actions of the master servicer or
the special servicer, as applicable, only as they relate to the related Loan
Group and any rights to replace the special servicer will be limited to the
related Loan Group.

     Series 2005-GG3 Controlling Class. As of any date of determination, the
controlling class of series 2005-GG3 certificateholders will be the holders of
the most subordinate class of series 2005-GG3 certificates then outstanding,
other than the class XP, class XC, class R-I and class R-II certificates, that
has a total principal balance that is not less than 25% of that class's original
total principal balance. However, if no class of series 2005-GG3 certificates,
exclusive of the class XP, class XC, class R-I and class R-II certificates, has
a total principal balance that satisfies this requirement, then the controlling
class of series 2005-GG3 certificateholders will be the holders of the most
subordinate class of series 2005-GG3 certificates then outstanding, other than
the class XP, class XC, class R-I and class R-II certificates, that has a total
principal balance greater than zero. The class A-1, class A-2, class A-3, class
A-4, class A-5 and class A-6 certificates will be treated as one class for
purposes of determining and exercising the rights of the controlling class of
series 2005-GG3 certificates.

     Rights and Powers of the Directing Holder.

     Serviced Loans. Neither the master servicer nor the special servicer will,
in general, be permitted to take any of the following actions with respect to
the mortgage loans it services as to which the directing holder (or its
representative) has objected in writing within 10 business days of having been
notified in writing of the particular action and having been provided with all
reasonably requested information with respect to the particular action--

     o   any proposed or actual foreclosure upon or comparable conversion, which
         may include acquisition as an REO Property, of the ownership of
         properties securing those specially serviced mortgage loans in the
         trust as come into and continue in default;

     o   any modification, extension, amendment or waiver of a monetary term,
         including the timing of payments, or any material non-monetary term
         (including any material term relating to insurance) of a mortgage loan
         in the trust;

     o   any proposed or actual sale of an REO Property in the trust, other than
         in connection with the termination of the trust as described under
         "Description of the Offered Certificates--Termination" in this
         prospectus supplement, for less than the unpaid principal balance of
         the related mortgage loan, plus accrued interest (other than Default
         Interest) thereon;

     o   any acceptance of a discounted payoff with respect to a mortgage loan
         in the trust;

     o   any determination to bring an REO Property, or the mortgaged property
         securing a defaulted mortgage loan, held by the trust into compliance
         with applicable environmental laws or to otherwise address hazardous
         materials located at that property;

                                      S-93


     o   any release of collateral for a mortgage loan or any release of a
         borrower or any guarantor under a mortgage loan, other than in
         accordance with the terms of the mortgage loan (with no material
         discretion by the mortgagee), or upon satisfaction of the mortgage
         loan;

     o   any acceptance of substitute or additional collateral for a mortgage
         loan, other than in accordance with the terms of that mortgage loan
         (with no material discretion by the mortgagee);

     o   any waiver of a due-on-sale or due-on-encumbrance clause with respect
         to a mortgage loan;

     o   any acceptance of an assumption agreement releasing a borrower or a
         guarantor from liability under a mortgage loan;

     o   any acceptance of a change in the property management company, subject
         to certain thresholds set forth in the pooling and servicing agreement
         or, if applicable, hotel franchise for any mortgaged real property
         securing any mortgage loan in the trust;

     o   any extension of the maturity date of a mortgage loan, which results in
         the remaining term of any related ground lease (together with
         extensions at the sole option of the lender) being less than 10 years
         beyond the amortization term of such mortgage loan;

     o   any determination by the special servicer that a Servicing Transfer
         Event pursuant to clause (2), (3) or (4) of that definition has
         occurred;

     o   any determination by the master servicer that a Servicing Transfer
         Event has occurred with respect to any mortgage loan in the trust
         solely by reason of the failure of the related borrower to maintain or
         cause to be maintained insurance coverage against damages or losses
         arising from acts of terrorism;

     o   any extension of the maturity date of a mortgage loan; and

     o   taking any action to enforce rights against a mezzanine lender under
         the related intercreditor agreement;

provided that, in the event that the master servicer or the special servicer
determines that immediate action is necessary to protect the interests of the
certificateholders (as a collective whole) (or, in the case of a Loan Group
(other than a Non-Serviced Loan Group), to protect the interests of the
certificateholders and the related Companion Loan Holders (as a collective
whole)), the master servicer or the special servicer, as applicable, may take
any such action without waiting for the directing holder's response.

     In addition, the directing holder (or its representative) may direct the
special servicer to take, or to refrain from taking, any actions with respect to
the servicing and/or administration of the specially serviced mortgage assets in
the trust fund that the directing holder (or its representative) may consider
advisable or as to which provision is otherwise made in the pooling and
servicing agreement.

     If the directing holder withholds its approval of the master servicer's
determination that a Servicing Transfer Event has occurred with respect to any
mortgage loan in the trust solely by reason of the failure of the related
borrower to maintain or cause to be maintained insurance coverage against
damages or losses arising from acts of terrorism, the master servicer will not
be required to take any actions to enforce such default other than sending the
borrower notices of such default.

     No advice, direction or objection given or made by the directing holder (or
its representative), as contemplated by either of the two preceding paragraphs,
may require or cause the special servicer or master servicer to violate any
other provision of the pooling and servicing agreement described in this
prospectus supplement or the accompanying prospectus (including the special
servicer's or master servicer's obligation to act in accordance with the
Servicing Standard), the related mortgage loan documents or the REMIC provisions
of the Internal Revenue Code.

     Notwithstanding the foregoing, with respect to the Toringdon II Loan Group,
the master servicer or special servicer with respect to a specially serviced
mortgage loan, as applicable, will be required to obtain the consent of the
holder of the related Companion Loan in connection with any modification or
amendment that would among other things (i) adversely effect the lien priority,
(ii) increase the interest rate or principal amount of the related

                                      S-94


mortgage, (iii) increase in any material respect any other monetary obligation
of the borrower under the loan documents, (iv) decrease, waive or defer interest
or the interest rate or the principal amount of the related Companion Loan or
release any portion of the related Companion Loan, (v) change the Companion Loan
maturity date to a date after the maturity date of the related mortgage loan, or
shorten the maturity date of the related mortgage loan, (vi) accept a grant of a
security interest in any other collateral for the related mortgage loan unless
it also secures the related Companion Loan, (vii) modify the cash management
arrangements, (viii) cross-default the related mortgage, (viii) obtain any
contingent interest or so called "kicker" measured on cash flow, (ix) release or
spread the lien of the related mortgage (other than in connection with repayment
or as provided in the loan documents), (x) extend the lockout period or impose
additional prepayment premiums or yield maintenance charges; provided that no
such consent will be required if the period set forth in the related
intercreditor agreement during which the holder of the Companion Loan may
purchase the related mortgage loan has expired.

     Non-Serviced Loan Groups. The rights of the directing holder with respect
to the 1370 Avenue of the Americas Loan Group, as set forth in the 1370 Avenue
of the Americas Companion Loan PSA, will be substantially similar, but not
necessarily identical, to the rights described above.

     The rights of the directing holder with respect to the Grand Canal Shoppes
at the Venetian Loan Group, as set forth in the 2004-GG2 PSA and the related
intercreditor agreements, are substantially similar to the rights described
above except that the approval rights granted to the directing holders will in
any event include:

     o   any actual or proposed foreclosure upon or comparable conversion (which
         may include acquisitions of an REO Property) of the ownership of the
         property securing the mortgage loan if it comes into and continues in
         default;

     o   any modification, amendment or waiver of any term of the related loan
         documents of the Grand Canal Shoppes at the Venetian Loan Group that
         relates to a monetary term (including a change in the timing of
         payments but excluding the waiver of default charges) or any material
         non-monetary term;

     o   any proposed sale of the REO Property (other than in connection with
         the termination of the 2004-GG2 Trust for less than the purchase price
         specified in the 2004-GG2 PSA);

     o   any acceptance of a discounted payoff with respect to the loan;

     o   any determination to bring the REO Property into compliance with
         applicable environmental laws or to otherwise address hazardous
         materials located at the REO Property;

     o   any acceptance of substitute or additional collateral for the Grand
         Canal Shoppes at the Venetian Loan Group, unless required by the
         underlying loan documents;

     o   any waiver of a "due-on-sale" clause or "due-on-encumbrance" clause;

     o   any release of any performance or "earn-out" reserves or related
         letters of credit;

     o   any acceptance of a discounted payoff with respect to the Grand Canal
         Shoppes at the Venetian Loan Group;

     o   any release of real property collateral for the Mortgage Loan (other
         than any release made in connection with the grant of a non-material
         easement or right-of-way);

     o   any determination not to maintain or cause the borrower to maintain for
         the related Property or REO Property all-risk casualty or other
         insurance that provides coverage for acts of terrorism, despite the
         fact that such insurance may be required under the terms of the Grand
         Canal Shoppes at the Venetian Loan Group;

     o   any acceptance of an assumption agreement releasing a borrower from
         liability under the Grand Canal Shoppes at the Venetian Loan Group; and

     o   any change in property manager which is required to be approved by the
         lender under the mortgage loan.

                                      S-95


     Limitation on Liability of the Directing Holder. The directing holder and
the directing holder's representative will not be liable to the trust or the
series 2005-GG3 certificateholders for any action taken, or for refraining from
the taking of any action, pursuant to the pooling and servicing agreement, or
for errors in judgment. Each series 2005-GG3 certificateholder acknowledges and
agrees, by its acceptance of its series 2005-GG3 certificates, that:

     o   the directing holder or any directing holder representative may have
         special relationships and interests that conflict with those of the
         holders of one or more classes of the series 2005-GG3 certificates;

     o   the directing holder or any directing holder representative may act
         solely in the interests of the holders of the series 2005-GG3
         controlling class or the related Companion Loan, as applicable;

     o   the directing holder or any directing holder representative do not have
         any duties to the holders of any class of series 2005-GG3 certificates
         (other than the series 2005-GG3 controlling class if the directing
         holder representative was appointed by such class);

     o   the directing holder or any directing holder representative may take
         actions that favor the interests of the holders of the series 2005-GG3
         controlling class or the related Companion Loan, as the case may be,
         over the interests of the holders of one or more classes of series
         2005-GG3 certificates; and

     o   the directing holder and any directing holder representative will have
         no liability whatsoever for having acted solely in the interests of the
         holders of the series 2005-GG3 controlling class or the related
         Companion Loan, as the case may be, and no series 2005-GG3
         certificateholder may take any action whatsoever against the directing
         holder or any directing holder representative for having so acted.

     In addition, the directing holders of each Non-Serviced Loan Group will
have limitations on their liability to the holders of the series 2005-GG3
certificates similar to those described above for the directing holder and its
representative.

REPLACEMENT OF THE SPECIAL SERVICER

     The directing holder (or its representative) with respect to any mortgage
loan (other than the Grand Canal Shoppes at the Venetian Loan Group) may
terminate an existing special servicer without cause, and appoint a successor to
any special servicer that has resigned or been terminated. With respect to the
Grand Canal Shoppes at the Venetian mortgage loan, the related directing holder
may only terminate an existing special servicer for cause.

     If the directing holder with respect to any Loan Group is the holder of a
majority interest in the Companion Loan, the related directing holder (or its
representative) will have the right to terminate an existing special servicer
only with respect to the related Loan Group, and the replaced special servicer
will continue to act as special servicer for the other mortgage loans.

         Any termination of an existing special servicer and/or appointment of a
successor special servicer will be subject to, among other things, receipt by
the trustee of--

     1.  written confirmation from each of S&P and Moody's that the appointment
         will not result in a qualification, downgrade or withdrawal of any of
         the ratings then assigned thereby to the respective classes of series
         2005-GG3 certificates or any Companion Loan Securities, and

     2.  the written agreement of the proposed successor special servicer to be
         bound by the terms and conditions of the pooling and servicing
         agreement, together with an opinion of counsel regarding, among other
         things, the enforceability of the pooling and servicing agreement
         against the proposed successor special servicer.

     Any costs and expenses incurred in connection with the removal of a special
servicer as described in this section that are not paid by the replacement
special servicer will be paid by parties that exercised their rights to replace
the special servicer.

     The 2004-GG2 Special Servicer may be removed as special servicer for the
Grand Canal Shoppes at the Venetian Loan Group at any time, but only for cause
and only with the consent of the majority holder of the controlling class of
this trust who will appoint a replacement special servicer, subject to rating
agency confirmation

                                      S-96


that such appointment would not result in the downgrade, withdrawal or
qualification of the then current ratings of the certificates issued in either
securitization containing a portion of the Grand Canal Shoppes at the Venetian
Loan Group.

     The special servicer under the 1370 Avenue of the Americas Companion Loan
PSA may be removed as special servicer for the 1370 Avenue of the Americas Loan
Group by the holder of the 1370 Avenue of the Americas Pari Passu Companion
Loans or, if the 1370 Avenue of the Americas Pari Passu Companion Loans have
been deposited in a securitization, the majority holder of the controlling class
of the certificates issued in connection with the securitization of the 1370
Avenue of the Americas Pari Passu Companion Loans, who will appoint a
replacement special servicer.

ENFORCEMENT OF DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

     Due-on-Sale. Subject to the discussion under "--The Directing Holders"
above, the master servicer (with respect to performing loans) or the special
servicer (with respect to specially serviced mortgage loans), as applicable,
will be required to determine, in a manner consistent with the Servicing
Standard, whether to waive any right that the lender under any mortgage loan
(other than a Non-Serviced Trust Loan) may have under a due-on-sale clause to
accelerate payment of that mortgage loan. The master servicer or the special
servicer, as applicable, may not waive any rights of the lender or grant consent
under any due-on-sale clause, unless--

     o   the master servicer or the special servicer, as applicable, has
         received written confirmation from each applicable rating agency that
         this action would not result in the qualification, downgrade or
         withdrawal of any of the then-current ratings then assigned by the
         rating agency to the series 2005-GG3 certificates or any Companion Loan
         Securities, or

     o   such mortgage loan (A) represents less than 2% the principal balance of
         all of the mortgage loans (or, if the aggregate principal balance of
         all the mortgage loans is less than $100 million, 5%), (B) has a
         principal balance that is $20 million or less, and (C) is not one of
         the 10 largest mortgage loans in the pool based on principal balance.

     In addition, with respect to any performing mortgage loan, the master
servicer may not waive any rights of the lender or grant consent under any
due-on-sale clause unless the master servicer has obtained the consent of the
special servicer (whose consent will be subject to the rights of the directing
holders as described under "--The Directing Holders").

     Due-on-Encumbrance. Subject to the discussion under "--The Directing
Holders" above, the master servicer (with respect to performing loans) or the
special servicer (with respect to specially serviced mortgage loans), as
applicable, will be required to determine, in a manner consistent with the
Servicing Standard, whether to waive any right that the lender under any
mortgage loan (other than a Non-Serviced Trust Loan) may have under a
due-on-encumbrance clause to accelerate payment of that mortgage loan. The
master servicer or the special servicer, as applicable, may not waive any rights
of the lender or grant consent under any due-on-encumbrance clause, unless--

     o   the master servicer or special servicer, as applicable, has received
         written confirmation from each applicable rating agency that this
         action would not result in the qualification, downgrade or withdrawal
         of any of the then-current ratings then assigned by the rating agency
         to the series 2005-GG3 certificates or any Companion Loan Securities,

     o   such mortgage loan (A) represents less than 2% the principal balance of
         all of the mortgage loans, (B) has a principal balance that is $20
         million or less, (C) is not one of the 10 largest mortgage loans in the
         pool based on principal balance, (D) does not have an aggregate
         loan-to-value ratio (including existing and proposed additional debt)
         that is equal to or greater than 85%, and (E) does not have an
         aggregate debt service coverage ratio (including the debt service on
         the existing and proposed additional debt) that is equal to or less
         than 1.2x to 1.0x, or

     o   the encumbrance relates to the grant of an easement, right-of-way or
         similar encumbrance that the special servicer determines will not have
         a material adverse impact on the value, use or operation of the
         mortgaged property or the ability of the borrower to perform its
         obligations under the mortgage loan.

                                      S-97


     In addition, with respect to any performing mortgage loan, the master
servicer may not waive any rights of the lender or grant consent under any
due-on-encumbrance clause unless the master servicer has obtained the consent of
the special servicer (whose consent will be subject to the rights of the
directing holders as described under "--The Directing Holders").

MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS

     In general, except as described below and in certain other limited matters,
the master servicer will not be permitted to agree to waive, modify or amend any
term of any mortgage loan. The special servicer will generally be responsible
for any waivers, modifications or amendments to any mortgage loan documents
(other than with respect to Non-Serviced Loan Groups).

     With respect to any mortgage loans (other than the Non-Serviced Loan
Groups) that are not specially serviced mortgage loans, the master servicer may,
without receiving prior consent of the special servicer or the directing holder,
grant waivers of minor covenant defaults (other than financial covenants)
including late financial statements and grant other non-material waivers,
approvals, consents, modifications or amendments, as more particularly specified
in the pooling and servicing agreement; provided that (1) any such modification,
waiver or amendment would not in any way affect a payment term of the related
mortgage loan other than late charges or default interest, (2) agreeing to such
modification, waiver or amendment would be consistent with the Servicing
Standard, (3) agreeing to such modification, waiver or amendment will not
violate the terms, provisions or limitations of the pooling and servicing
agreement and (4) except in connection with certain routine leasing activity,
the master servicer will not grant or enter into any subordination,
non-disturbance and attornment agreements (or waivers, consents, approvals,
amendments or modifications in connection therewith) without the prior written
consent of the special servicer.

     Subject to the discussions under "--The Directing Holders" above, the
master servicer may extend the maturity date of certain mortgage loans included
in the trust having a term of five years or less from origination that are not,
at the time of such extension, specially serviced mortgage loans, in each case
for up to six months (subject to a limit of two such six month extensions);
provided that a default on a balloon payment with respect to the subject
mortgage loan has occurred. After such extensions by the master servicer, the
special servicer may, subject to the servicing standard and the discussion under
"--The Directing Holders" above, extend the maturity date of such mortgage loans
that are not, at the time of such extension, specially serviced mortgage loans,
in each case for up to one year (subject to a limit of four such one year
extensions); provided that a default on a balloon payment with respect to the
subject mortgage loan has occurred

     Neither the master servicer nor the special servicer may agree to any
modification, extension, waiver or amendment of any term of any mortgage loan
that would cause any REMIC created under the pooling and servicing agreement to
fail to qualify as such under the Internal Revenue Code or result in the
imposition of any tax on "prohibited transactions" or "contributions" after the
startup day under the REMIC provisions of the Internal Revenue Code.

     The pooling and servicing agreement will permit the special servicer to
modify, extend, waive or amend any term of any mortgage loan or Companion Loan
(other than a Non-Serviced Loan Group) if that modification, extension, waiver
or amendment:

     o   is consistent with the Servicing Standard, and

     o   except under the circumstances described below, will not--

         1.   affect the amount or timing of any scheduled payments of
              principal, interest or other amounts, including prepayment
              premiums and yield maintenance charges, but excluding Default
              Interest and other amounts constituting additional servicing
              compensation, payable under the mortgage loan,

         2.   affect the obligation of the related borrower to pay a prepayment
              premium or yield maintenance charge or permit a principal
              prepayment during the applicable prepayment lock-out period,

         3.   except as expressly provided by the related mortgage instrument or
              in connection with a material adverse environmental condition at
              the related mortgaged property, result in a release of the lien of
              the

                                      S-98


              related mortgage instrument on any material portion of that
              property without a corresponding principal prepayment, or

         4.   in the special servicer's judgment, materially impair the security
              for the mortgage loan or reduce the likelihood of timely payment
              of amounts due on the mortgage loan.

              Notwithstanding the second bullet of the preceding paragraph, but
subject to the following paragraph and the discussion under "--The Directing
Holders" above, the special servicer may--

     o   reduce the amounts owing under any specially serviced mortgage loan by
         forgiving principal, accrued interest and/or any prepayment premium or
         yield maintenance charge,

     o   reduce the amount of the monthly debt service payment on any specially
         serviced mortgage loan, including by way of a reduction in the related
         mortgage interest rate,

     o   forbear in the enforcement of any right granted under any mortgage
         note, mortgage instrument or other loan document relating to a
         specially serviced mortgage loan,

     o   accept a principal prepayment on a specially serviced mortgage loan
         during any prepayment lock-out period, or

     o   subject to the limitations described in the following paragraph, extend
         the maturity date of a specially serviced mortgage loan;

provided that-

     1.  the related borrower is in monetary default or material non-monetary
         default with respect to the specially serviced mortgage loan or, in the
         judgment of the special servicer, that default is reasonably
         foreseeable,

     2.  in the judgment of the special servicer, that modification, extension,
         waiver or amendment would increase the recovery to the series 2005-GG3
         certificateholders and, if the mortgage loan is part of a Loan Group
         (other than a Non-Serviced Loan Group), to the related Companion Loan
         Holder, as a collective whole, on a present value basis, and

     3.  that modification, extension, waiver or amendment does not result in a
         tax on "prohibited transactions" or "contributions" being imposed on
         the trust after the startup day under the REMIC provisions of the
         Internal Revenue Code or cause any REMIC created pursuant to the
         pooling and servicing agreement to fail to qualify as such under the
         Internal Revenue Code.

     In no event, however, will the master servicer or special servicer be
permitted to:

     o   extend the maturity date of a mortgage loan beyond a date that is two
         years prior to the last rated final payment date;

     o   extend the maturity date of any mortgage loan for more than five years
         beyond its original maturity date; or

     o   if the mortgage loan is secured solely or primarily by a lien on a
         ground lease, but not by the related fee interest, extend the maturity
         date of that mortgage loan beyond the date that is 20 years or, to the
         extent consistent with the Servicing Standard, giving due consideration
         to the remaining term of the ground lease, ten years, prior to the end
         of the term of that ground lease.

     Any modification, extension, waiver or amendment of the payment terms of a
mortgage loan that is part of a Loan Group (other than a Non-Serviced Loan
Group) will be required to be structured so as to be consistent with the
allocation and payment priorities in the related loan documents and the related
co-lender agreement, such that neither the trust as holder of that mortgage loan
nor the Companion Loan Holder gains a priority over the other such holder that
is not reflected in the related loan documents and the related co-lender
agreement.

                                      S-99


     Each of the special servicer and the master servicer will be required to
notify the trustee of any modification, extension, waiver or amendment of any
term of any mortgage loan agreed to by it, and to deliver to the trustee, for
deposit in the related mortgage file, an original counterpart of the agreement
relating to that modification, extension, waiver or amendment promptly following
its execution. Upon reasonable prior written notice to the trustee, copies of
each agreement by which any modification, waiver or amendment of any term of any
mortgage loan is effected are required to be available for review during normal
business hours at the offices of the trustee. See "Description of the Offered
Certificates--Reports to Certificateholders; Available Information" in this
prospectus supplement.

REQUIRED APPRAISALS

     Within a specified number of days after the date on which any Appraisal
Trigger Event has occurred with respect to any of the mortgage loans (other than
a Non-Serviced Loan Group), the special servicer must obtain, and deliver to the
trustee a copy of, an appraisal of the related mortgaged property, from an
independent appraiser meeting the qualifications imposed in the pooling and
servicing agreement, unless an appraisal had previously been obtained within the
prior 12 months and the special servicer believes, in accordance with the
Servicing Standard, there has been no subsequent material change in the
circumstances surrounding that property that would draw into question the
applicability of that appraisal. Notwithstanding the foregoing, if the Stated
Principal Balance of the subject mortgage loan is less than $2,000,000, the
special servicer may perform an internal valuation of the mortgaged property
instead of obtaining an appraisal. Also notwithstanding the foregoing, if the
portion of the Stated Principal Balance of the subject mortgage loan that has
been allocated to any particular mortgaged property, assuming there is more than
one mortgaged property securing the related mortgage loan, is less than
$2,000,000, the special servicer may perform an internal valuation of the
particular mortgaged property instead of obtaining an appraisal.

     As a result of any appraisal or other valuation, it may be determined that
an Appraisal Reduction Amount exists with respect to the subject mortgage loan.
An Appraisal Reduction Amount is relevant to the determination of the amount of
any advances of delinquent monthly debt service payments required to be made
with respect to the affected mortgage loan. The Appraisal Reduction Amount for
any mortgage loan will be determined following either--

     o   the occurrence of the Appraisal Trigger Event, if no new appraisal or
         estimate is required or obtained, or

     o   the receipt of a new appraisal or estimate, if one is required and
         obtained.

     See "Description of the Offered Certificates--Advances of Delinquent
Monthly Debt Service Payments" in this prospectus supplement.

     If an Appraisal Trigger Event occurs with respect to any mortgage loan in
the trust (other than a Non-Serviced Loan Group), then the special servicer will
have an ongoing obligation to obtain or perform, as applicable, on or about each
anniversary of the occurrence of that Appraisal Trigger Event, an update of the
prior required appraisal or other valuation. Based upon that update, the special
servicer is to redetermine and report to the trustee and the master servicer the
new Appraisal Reduction Amount, if any, with respect to the mortgage loan. This
ongoing obligation will cease, except in the case of a mortgage loan as to which
the Appraisal Trigger Event was the expiration of five years following the
initial extension of its maturity, if and when--

     o   if the subject mortgage loan had become a specially serviced mortgage
         loan, it has become a worked-out mortgage loan as contemplated under
         "--General" above,

     o   the subject mortgage loan has remained current for at least three
         consecutive monthly debt service payments, and

     o   no other Appraisal Trigger Event has occurred with respect to the
         subject mortgage loan during the preceding three months.

     The cost of each required appraisal, and any update of that appraisal, will
be advanced by the master servicer and will be reimbursable to the master
servicer, as the case may be, as a servicing advance.

                                     S-100


     At any time that an Appraisal Reduction Amount exists with respect to any
mortgage loan in the trust or with respect to a mortgage loan that is part of a
Loan Group (excluding the Non-Serviced Loan Groups), the applicable directing
holder (or its representative) will be entitled, at its own expense, to direct
the special servicer to obtain a new appraisal that satisfies the criteria for a
required appraisal. The applicable directing holder will pay for such appraisal
at the request of the special servicer. Upon request of the directing holder,
the special servicer will be required to recalculate the Appraisal Reduction
Amount with respect to the subject mortgage loan(s) based on that appraisal and
to report the recalculated Appraisal Reduction Amount to the master servicer.

     With respect to the Grand Canal Shoppes at the Venetian Loan Group, the
2004-GG2 Special Servicer will be required to calculate an appraisal reduction
under the 2004-GG2 PSA upon the occurrence of events substantially similar, but
not identical, to those listed above. The appraisal reduction under the 2004-GG2
PSA will generally be calculated in a manner similar to but not identical to
that set forth above. The resulting appraisal reductions will be applied pro
rata to each mortgage loan in the related Loan Group.

CUSTODIAL ACCOUNT

     General. The master servicer will be required to establish and maintain a
custodial account for purposes of holding payments and other collections that it
receives with respect to the mortgage loans included in the trust. Payments and
collections received in respect of a Companion Loan will be deposited in a
custodial account for such Companion Loan (which may be a sub-account of the
custodial account). The custodial account must be maintained in a manner and
with a depository institution that satisfies rating agency standards for
securitizations similar to the one involving the offered certificates.

     With respect to the Companion Loan secured by the Toringdon II property,
all monthly payments in respect of the Companion Loan will be made directly to
the servicer of the related Companion Loan until the occurrence of (i) either
the Companion Loan or the related Trust Loan being accelerated, (ii) the
occurrence and continuation of a monetary event of default under the Loan Group
or (iii) an event of default under the related Loan Group caused by certain
insolvency actions. After the occurrence and during the continuation of any of
the events listed in the previous sentence, the related servicer of the
Companion Loan is required to forward all payments to the master servicer within
1 business day of receipt and the servicer of the Companion Loan is required to
cooperate with the related borrower and master servicer to require the borrower
under the Companion Loan to make all payments to the master servicer for
application pursuant to the related intercreditor agreement.

     The funds held in the master servicer's custodial account may be held as
cash or invested in Permitted Investments. Any interest or other income earned
on funds in the master servicer's custodial account will be paid to the master
servicer as additional compensation subject to the limitations set forth in the
pooling and servicing agreement.

     Deposits. Under the pooling and servicing agreement, the master servicer is
required to deposit or cause to be deposited in its custodial account within one
business day following receipt, in the case of payments and other collections on
the mortgage loans included in the trust, or as otherwise required under the
pooling and servicing agreement, the following payments and collections received
or made by or on behalf of the master servicer with respect to the mortgage
loans subsequent to the date of initial issuance of the offered certificates,
other than monthly debt service payments due on or before the cut-off date,
which monthly debt service payments belong to the related mortgage loan seller:

     o   all payments on account of principal on the subject mortgage loans,
         including principal prepayments;

     o   all payments on account of interest on the subject mortgage loans,
         including Default Interest;

     o   all prepayment premiums, yield maintenance charges and late payment
         charges collected with respect to the subject mortgage loans;

     o   all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds
         collected on the subject mortgage loans, except to the extent that any
         of those proceeds are to be deposited in the special servicer's REO
         account;

                                     S-101


     o   any amounts required to be deposited by the master servicer in
         connection with losses incurred with respect to Permitted Investments
         of funds held in the custodial account;

     o   all payments required to be paid by the master servicer or the special
         servicer with respect to any deductible clause in any blanket insurance
         policy as described under "--Maintenance of Insurance" below;

     o   any amount required to be transferred from the special servicer's REO
         account; and

     o   any amounts required to be transferred from any debt service reserve
         accounts with respect to the mortgage loans.

     Upon receipt of any of the amounts described in the first four bullets of
the prior paragraph with respect to any specially serviced mortgage loan in the
trust, the special servicer is required to promptly remit those amounts to the
master servicer for deposit in the master servicer's custodial account.

         Withdrawals. The master servicer may make withdrawals from its
custodial account for any of the following purposes, which are not listed in any
order of priority and as are more specifically described in the pooling and
servicing agreement:

     1.  to remit to the trustee for deposit in the trustee's distribution
         account described under "Description of the Offered
         Certificates--Distribution Account," in this prospectus supplement, on
         the business day preceding each payment date, all payments and other
         collections on the mortgage loans and any REO Properties in the trust
         attributable to the mortgage loans that are then on deposit in the
         custodial account, exclusive of any portion of those payments and other
         collections that represents one or more of the following--

         (a)  monthly debt service payments due on a due date subsequent to the
              end of the related collection period,

         (b)  payments and other collections received after the end of the
              related collection period, and

         (c)  amounts that are payable or reimbursable from the custodial
              account to any person other than the series 2005-GG3
              certificateholders in accordance with any of clauses 3. through
              8., below;

     2.  to apply amounts held for future distribution on the series 2005-GG3
         certificates to make advances to cover delinquent scheduled debt
         service payments, other than balloon payments, as and to the extent
         described under "Description of the Offered Certificates--Advances of
         Delinquent Monthly Debt Service Payments" in this prospectus
         supplement;

     3.  to reimburse the fiscal agent, the trustee, the master servicer or the
         special servicer (or any other party that has made such advance), as
         applicable, for any unreimbursed advances (including interest thereon
         to the extent not paid pursuant to clause 5. below) made by that party
         under the pooling and servicing agreement or, with respect to the
         advances made on a Non-Serviced Trust Loan, under the applicable Pari
         Passu PSA, which reimbursement is to be made first out of collections
         on the mortgage loan or REO Property as to which the advance was made
         and then out of general collections on deposit in the custodial
         account; see "Description of the Offered Certificates--Reimbursement of
         Advances" in this prospectus supplement;

     4.  to pay out of general collections on deposit in the custodial account:
         (a) to the master servicer earned and unpaid servicing fees in respect
         of each mortgage loan and any items of additional servicing
         compensation on deposit in the custodial account (b) certain servicing
         expenses that would, if advanced, be nonrecoverable, as discussed under
         "--Servicing and Other Compensation and Payment of Expenses--Payment of
         Expenses; Servicing Advances" above; (c) certain other costs and
         expenses incurred by the trust that are permitted to be paid out of the
         custodial account pursuant to the pooling and servicing agreement; (d)
         to the fiscal agent, the trustee, the master servicer, the special
         servicer, the depositor or any of their respective members, managers,
         directors, officers, employees and agents, as the case may be, any of
         the reimbursements or indemnities to which they are entitled as
         described under "Description of the Governing Documents--Matters
         Regarding the Master Servicer, the Special Servicer, the Manager and
         Us" and "--Matters regarding the Trustee" in the accompanying
         prospectus; (e) to pay the special servicer earned and unpaid special
         servicing fees, earned and unpaid workout fees and liquidation fees and
         any items of additional special servicing compensation on deposit in
         the custodial account to which it is entitled

                                     S-102


              with respect to any mortgage loan, which payment is to be made
              from the sources described under "--Servicing and Other
              Compensation and Payment of Expenses" above;

     5.  to pay the fiscal agent, the trustee, the master servicer or the
         special servicer, as applicable, unpaid interest on any advance made by
         and then being reimbursed to that party under the pooling and servicing
         agreement, which payment is to be made out of Default Interest and late
         payment charges received with respect to the related mortgage loan
         during the collection period in which the advance is reimbursed;

     6.  to pay unpaid expenses, other than interest on advances covered by
         clause 5. above, and other than special servicing fees, workout fees
         and liquidation fees, that were incurred with respect to any mortgage
         loan or related REO Property and that, if paid from a source other than
         the late payment charges and Default Interest referred to below in this
         clause 6., would constitute Additional Trust Fund Expenses, which
         payment is to be made out of Default Interest and late payment charges
         received with respect to the related mortgage loan, to the extent such
         amounts have not been otherwise applied according to clause 5. above;

     7.  to pay any other items described in this prospectus supplement as being
         payable from the custodial account;

     8.  to withdraw amounts deposited in the custodial account in error; and

     9.  to clear and terminate the custodial account upon the termination of
         the pooling and servicing agreement.

     With respect to each Loan Group secured by the 1440 Broadway property,
Shops at Wailea property, 2040 Main Street property, Birtcher/Charlesbank Office
Portfolio properties and Toringdon II property, the pooling and servicing
agreement will provide that a subaccount be established to receive and apply
payments as required pursuant to the related co-lender or intercreditor
agreement, as applicable.

     The pooling and servicing agreement will prohibit the application of
amounts received on any Companion Loan to cover expenses payable or reimbursable
out of general collections on non-related mortgage loans and REO Properties in
the trust unless such amounts are identifiable as being solely attributable to
such Companion Loans.

MAINTENANCE OF INSURANCE

     The pooling and servicing agreement will require the master servicer (with
respect to mortgage loans and companion loans) or the special servicer (with
respect to REO Property), as applicable, consistent with the Servicing Standard,
to cause to be maintained for each mortgaged property (excluding the properties
securing the Non-Serviced Loan Groups), all insurance coverage as is required
under the related mortgage loan. However, the master servicer will be required
to cause to be maintained any such insurance that the related borrower is
required (but fails) to maintain only to the extent that the trust has an
insurable interest, such insurance is available at a commercially reasonable
rate and the subject hazards are at the time commonly insured against for
properties similar to the subject mortgaged property and located in or around
the region in which such mortgaged property is located.

     Notwithstanding the foregoing, the master servicer or special servicer, as
applicable, will be required to maintain, and shall cause a mortgagor to be in
default with respect to the failure of the related mortgagor to obtain, all-risk
casualty insurance that does not contain any carve-out for terrorist or similar
acts, unless,

     (1) the master servicer (with respect to all loans other than specially
         serviced mortgage loans) and the special servicer (with respect to
         specially serviced mortgage loans) have determined in accordance with
         the Servicing Standard that either:

         (a)  such insurance is not available at any rate, or

         (b)  such insurance is not available at commercially reasonable rates
              and that such hazards are not at the time commonly insured against
              for properties similar to the mortgaged property and located in or
              around the region in which such mortgaged property is located; and

     (2) the directing holder has approved the decision not to require the
         borrower to maintain terrorism insurance.

                                     S-103


     The requirement of the master servicer (with respect to all loans other
than specially serviced mortgage loans) and the special servicer (with respect
to specially serviced mortgage loans) to obtain the consent of the directing
holder will be subject to the following limitations:

     o   the directing holder's consent will be deemed to have been given if it
         has not responded within five business days of receipt of the master
         servicer's (with respect to all loans other than specially serviced
         mortgage loans) and the special servicer's (with respect to specially
         serviced mortgage loans) written recommendation and the information
         upon which such recommendation is based, and

     o   upon the master servicer's (with respect to all loans other than
         specially serviced mortgage loans) and the special servicer's (with
         respect to specially serviced mortgage loans) determination, consistent
         with the Servicing Standard, that exigent circumstances do not allow
         the master servicer or special servicer, as applicable, to consult with
         the directing holder, the master servicer or special servicer, as
         applicable, will not be required to do so.

     Any holder of a certificate that belongs to the series 2005-GG3 controlling
class (or in the case of a Loan Group, the holder of the related Companion Note)
may request that earthquake insurance be secured for one or more mortgaged
properties by the related borrower, to the extent that insurance may reasonably
be obtained and to the extent the related mortgage loan requires the borrower to
obtain earthquake insurance at the mortgagee's request.

     The pooling and servicing agreement will require the special servicer,
consistent with the Servicing Standard, to cause to be maintained for each REO
Property no less insurance coverage than was previously required of the
applicable borrower under the related mortgage loan, but only if and to the
extent that (a) such insurance is available at a commercially reasonable rate
(including insurance that covers losses arising from acts of terrorism) and (b)
the subject hazards are at the time commonly insured against for properties
similar to the subject REO Property and located in or around the region in which
such REO Property is located.

     If either the master servicer or the special servicer obtains and maintains
a blanket policy insuring against hazard losses on all the mortgage loans and/or
REO Properties that it is required to service and administer under the pooling
and servicing agreement, then, to the extent such policy--

     o   is obtained from an insurer having a claims-paying ability or financial
         strength rating that meets, or whose obligations are guaranteed or
         backed in writing by an entity having a claims-paying ability or
         financial strength rating that meets, the requirements of the pooling
         and servicing agreement, and

     o   provides protection equivalent to the individual policies otherwise
         required,

the master servicer or the special servicer, as the case may be, will be deemed
to have satisfied its obligation to cause hazard insurance to be maintained on
the related mortgaged properties and/or REO Properties. That blanket policy may
contain a customary deductible clause, except that if there has not been
maintained on the related mortgaged property or REO Property an individual
hazard insurance policy complying with the requirements described above in this
"--Maintenance of Insurance" section, and there occur one or more losses that
would have been covered by an individual policy, then the master servicer or
special servicer, as appropriate, must promptly deposit into the master
servicer's custodial account from its own funds the amount of those losses that
would have been covered by an individual policy, taking account of any
applicable (or, to the extent consistent with the Servicing Standard, deemed)
deductible clause, but are not covered under the blanket policy because of the
deductible clause in the blanket policy.

                                     S-104


FAIR VALUE OPTION

     Serviced Loans. After any mortgage loan in the trust (excluding the
Non-Serviced Loan Groups) has become a specially serviced mortgage loan as to
which an event of default has occurred or is reasonably foreseeable, the special
servicer will give notice of that event to the trustee, and the trustee will
promptly notify each certificateholder of the series 2005-GG3 controlling class.
Any single certificateholder or group of certificateholders with a majority
interest in the series 2005-GG3 controlling class, the special servicer and any
assignees of the foregoing parties will have the option to purchase that
specially serviced mortgage loan at a price generally equal to the sum of--

     o   the outstanding principal balance of the mortgage loan,

     o   all accrued and unpaid interest on the mortgage loan, other than
         Default Interest,

     o   all unreimbursed servicing advances with respect to the mortgage loan,
         and

     o   all unpaid interest accrued on advances made by the master servicer,
         the special servicer, the trustee and/or the fiscal agent with respect
         to that mortgage loan.

     With respect to a Loan Group that consists of two or more pari passu
mortgage loans, the party that exercises the foregoing purchase option will only
be entitled to purchase the pari passu mortgage loan in the trust.

     If none of the purchase option holders exercises its option to purchase any
specially serviced mortgage loan as described in the prior paragraph, then a
single certificateholder or group of certificateholders with a majority interest
in the series 2005-GG3 controlling class will also have the option to purchase
that specially serviced mortgage loan at a price equal to the fair value of that
loan. The holders of certificates representing a majority of the controlling
class will have the exclusive option to purchase any such specially serviced
mortgage loan at its fair value price for a period of 60 days after receipt of
the notice from the special servicer as described in the first paragraph under
"--Fair Value Option." After the expiration of such 60-day period, the special
servicer will have the exclusive right to exercise the option to purchase such
specially serviced mortgage loan at its fair value price for a 30-day period. If
the purchase option is not exercised by the special servicer within such 30-day
period, then the purchase option will revert to the holders of certificates
representing a majority of the controlling class.

     Upon receipt of a written request from any holder of the purchase option to
determine the fair value price in contemplation of its intention to exercise its
option to purchase that specially serviced mortgage loan at a price that is
below the purchase price set forth in the first paragraph under "--Fair Value
Option" above, the special servicer is required to promptly obtain an appraisal
of the related mortgaged property by an independent appraiser (unless such an
appraisal was obtained within one year of such date and the special servicer has
no knowledge of any circumstances that would materially affect the validity of
that appraisal). Promptly after obtaining that appraisal, the special servicer
must determine the fair value price in accordance with the Servicing Standard
and the discussion in the penultimate paragraph of this "--Fair Value
Option--Serviced Loans" section. Promptly after determining the fair value
price, the special servicer is required to report such fair value price to the
trustee and each holder of the purchase option.

     THERE CAN BE NO ASSURANCE THAT THE SPECIAL SERVICER'S FAIR MARKET VALUE
DETERMINATION FOR ANY SPECIALLY SERVICED MORTGAGE LOAN WILL EQUAL THE AMOUNT
THAT COULD HAVE ACTUALLY BEEN REALIZED IN AN OPEN BID OR WILL EQUAL OR BE
GREATER THAN THE AMOUNT THAT COULD HAVE BEEN REALIZED THROUGH FORECLOSURE OR A
WORKOUT OF THE SUBJECT SPECIALLY SERVICED MORTGAGE LOAN.

     If the option to purchase a specially serviced mortgage loan has not been
exercised prior to the expiration of 120 days from the special servicer's most
recent determination of the fair value price and the special servicer thereafter
receives a request from a holder of the purchase option for an updated fair
value price, the special servicer is required to, within 45 days, recalculate
the fair value price. In connection with such recalculation, the special
servicer may obtain an updated appraisal if it determines that market conditions
or conditions at the mortgaged property warrant an updated appraisal.

     If the party exercising the purchase option at the fair value price for any
specially serviced mortgage loan is the special servicer or an affiliate
thereof, the trustee is required to verify that the fair value price is at least
equal to the

                                     S-105


fair value of such mortgage loan. In determining whether the fair value price is
at least equal to the fair value of such mortgage loan the trustee is permitted
to conclusively rely on an appraisal obtained by the trustee from an independent
appraiser at the time it is required to verify the fair value price, and/or the
opinion of an independent expert in real estate matters (including the master
servicer) with at least five years' experience in valuing or investing in loans,
similar to such mortgage loan, that has been selected by the trustee with
reasonable care at the expense of the trust.

     Any holder of the purchase option may, once such option is exercisable,
assign its purchase option with respect to any specially serviced mortgage loan
to a third party other than another holder of the purchase option and, upon such
assignment, such third party will have all of the rights that had been granted
to the assignor in respect of the purchase option. Such assignment will only be
effective after written notice (together with a copy of the executed assignment
and assumption agreement) has been delivered to the trustee, the master servicer
and the special servicer.

     In determining the fair value price for any specially serviced mortgage
loan, the special servicer may take into account and rely upon, among other
factors, the results of any appraisal or updated appraisal that it or the master
servicer may have obtained in accordance with the pooling and servicing
agreement within the prior 12 months; the opinions on fair value expressed by
independent investors in mortgage loans comparable to the subject specially
serviced mortgage loan; the period and amount of any delinquency on the subject
specially serviced mortgage loan; the physical condition of the related
mortgaged property; the state of the local economy; and the expected recoveries
from the subject specially serviced mortgage loan if the special servicer were
to pursue a workout or foreclosure strategy instead of selling such mortgage
loan to a holder of the purchase option.

     The purchase option for any specially serviced mortgage loan will
terminate, and will not be exercisable (or if exercised, but the purchase of the
subject mortgage loan has not yet occurred, will terminate and be of no further
force or effect) if (a) the purchase option has been exercised by an
optionholder, (b) such specially serviced mortgage loan has ceased to be a
specially serviced mortgage loan, (c) the related mortgaged property has become
an REO Property or (d) a final recovery determination has been made with respect
to such specially serviced mortgage loan. Until a specially serviced mortgage
loan is purchased in the manner set forth above, the special servicer is
required to continue to pursue all of the other resolution options available to
it with respect to the specially serviced mortgage loan in accordance with the
Servicing Standard.

     Non-Serviced Loan Groups. With respect to the 1370 Avenue of the Americas
Trust Loan, after the servicing of the 1370 Avenue of the Americas Loan Group is
transferred to the 1370 Avenue of the Americas Companion Loan PSA, the 1370
Avenue of the Americas Companion Loan PSA may give certain parties an option to
purchase the 1370 Avenue of the Americas Pari Passu Companion Loans similar to
the fair value option described above, but such parties will not be entitled to
purchase the 1370 Avenue of the Americas Trust Loan in connection with the
exercise of that option. Conversely, the holder of the 1370 Avenue of the
Americas Trust Loan will not be entitled to purchase the 1370 Avenue of the
Americas Pari Passu Companion Loans from the trust in connection with the
exercise of any fair value option under the pooling and servicing agreement for
this transaction.

     With respect to the Grand Canal Shoppes at the Venetian Trust Loan, the
2004-GG2 Special Servicer will use the fair value method determined by the
2004-GG2 Special Servicer under the 2004-GG2 PSA, which generally provides for a
similar method of fair value determination as the pooling and servicing
agreement for this transaction. The holder of that option under the 2004-GG2 PSA
will be entitled to purchase the Grand Canal Shoppes at the Venetian Loan Group,
and will be required to purchase (and the trust will be required to sell) the
Grand Canal Shoppes at the Venetian Trust Loan from the trust in connection with
the exercise of that option.

REALIZATION UPON DEFAULTED MORTGAGE LOANS

     With respect to any specially serviced mortgage loan (excluding the
Non-Serviced Trust Loans) that has become and continues to be in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments, then, subject to the discussion under "--The Directing Holders" above,
the special servicer may, on behalf of the trust, take any of the following
actions:

     o   institute foreclosure proceedings;

     o   exercise any power of sale contained in the related mortgage
         instrument;

                                     S-106


     o   obtain a deed in lieu of foreclosure; or

     o   otherwise acquire title to the corresponding mortgaged property, by
         operation of law or otherwise.

     Notwithstanding the foregoing, the special servicer may not, on behalf of
the trust, obtain title to a mortgaged property by foreclosure, deed in lieu of
foreclosure or otherwise, or take any other action with respect to any mortgaged
property, if, as a result of that action, the trustee, on behalf of the series
2005-GG3 certificateholders and/or the Companion Loan Holder, could, in the
judgment of the special servicer, exercised in accordance with the Servicing
Standard, be considered to hold title to, to be a mortgagee-in-possession of, or
to be an owner or operator of, that mortgaged property within the meaning of
CERCLA or any comparable law, unless:

     o   the special servicer has previously determined in accordance with the
         Servicing Standard, based on a report prepared by a person who
         regularly conducts environmental audits, that the mortgaged property is
         in compliance with applicable environmental laws and regulations and
         there are no circumstances or conditions present at the mortgaged
         property that have resulted in any contamination for which
         investigation, testing, monitoring, containment, clean-up or
         remediation could be required under any applicable environmental laws
         and regulations; or

     o   in the event that the determination described in the preceding bullet
         cannot be made--

         1.   The special servicer has previously determined in accordance with
              the Servicing Standard, on the same basis as described in the
              preceding bullet, that it would maximize the recovery to the
              series 2005-GG3 certificateholders and, if the subject mortgaged
              property secures a Loan Group, the related Companion Loan Holder,
              as a collective whole, on a present value basis to acquire title
              to or possession of the mortgaged property and to take such
              remedial, corrective and/or other further actions as are necessary
              to bring the mortgaged property into compliance with applicable
              environmental laws and regulations and to appropriately address
              any of the circumstances and conditions referred to in the
              preceding bullet, and

         2.   the applicable directing holder representative has not objected to
              the special servicer's doing so.

in any event as described under "--The Directing Holders--Rights and Powers of
the Directing Holder" above.

     The cost of any environmental testing will be covered by, and reimbursable
as, a servicing advance, and the cost of any remedial, corrective or other
further action contemplated by the second bullet of the preceding paragraph will
generally be payable directly out of the master servicer's custodial account.

     If neither of the conditions set forth in the two bullets of the second
preceding paragraph has been satisfied with respect to any mortgaged property
securing a defaulted mortgage loan serviced under the pooling and servicing
agreement, the special servicer will be required to take such action as is in
accordance with the Servicing Standard, other than proceeding against the
mortgaged property. In connection with the foregoing, the special servicer may,
on behalf of the trust, but subject to the discussion under "--The Directing
Holders--Rights and Powers of The Directing Holder" above, release all or a
portion of the mortgaged property from the lien of the related mortgage.

     If Liquidation Proceeds collected with respect to a defaulted mortgage loan
in the trust are less than the outstanding principal balance of the defaulted
mortgage loan, together with accrued interest on and reimbursable expenses
incurred by the special servicer and/or the master servicer in connection with
that mortgage loan, then the trust will realize a loss in the amount of the
shortfall. The special servicer and/or the master servicer will be entitled to
reimbursement out of the Liquidation Proceeds recovered on any defaulted
mortgage loan, prior to the payment of the Liquidation Proceeds to the series
2005-GG3 certificateholders, for--

     o   any and all amounts that represent unpaid servicing compensation with
         respect to the mortgage loan,

     o   unreimbursed servicing expenses incurred with respect to the mortgage
         loan, and

     o   any unreimbursed advances of delinquent payments made with respect to
         the mortgage loan.

                                     S-107


     In addition, amounts otherwise payable on the series 2005-GG3 certificates
may be further reduced by interest payable to the master servicer and/or special
servicer on the servicing expenses and advances.

REO PROPERTIES

     If title to any mortgaged property is acquired by the special servicer on
behalf of the trust, then the special servicer will be required to sell that
property not later than the end of the third calendar year following the year of
acquisition, unless--

     o   the IRS grants an extension of time to sell the property, or

     o   the special servicer obtains an opinion of independent counsel
         generally to the effect that the holding of the property subsequent to
         the end of the third calendar year following the year in which the
         acquisition occurred will not result in the imposition of a tax on the
         trust assets or cause any REMIC created under the pooling and servicing
         agreement to fail to qualify as such under the Internal Revenue Code.

     Subject to the foregoing, the special servicer will generally be required
to solicit cash offers for any REO Property held by the trust in a manner that
is in accordance with the Servicing Standard. The special servicer may retain an
independent contractor to operate and manage the REO Property. The retention of
an independent contractor will not relieve the special servicer of its
obligations with respect to the REO Property. Regardless of whether the special
servicer applies for or is granted an extension of time to sell the property,
the special servicer must act in accordance with the Servicing Standard to
liquidate the property on a timely basis. If an extension is granted or opinion
given, the special servicer must sell the REO Property within the period
specified in the extension or opinion, as the case may be.

     Neither the trustee, in its individual capacity, nor any of its affiliates
may bid for or purchase from the trust any REO Property.

     In general, the special servicer or an independent contractor employed by
the special servicer at the expense of the trust will be obligated to operate
and manage any REO Property held by the trust in a manner that:

     o   maintains its status as foreclosure property under the REMIC provisions
         of the Internal Revenue Code, and

     o   would, to the extent consistent with the preceding bullet and is in
         accordance with the Servicing Standard, maximize the trust's net
         after-tax proceeds from that property without materially impairing the
         special servicer's ability to sell the REO Property promptly at a fair
         price.

     The special servicer must review the operation of each REO Property held by
the trust and consult with the trustee, or any person appointed by the trustee
to act as tax administrator, to determine the trust's federal income tax
reporting position with respect to the income it is anticipated that the trust
would derive from the property. The special servicer could determine that it
would not be commercially reasonable to manage and operate the property in a
manner that would avoid the imposition of a tax on net income from foreclosure
property, within the meaning of section 860G(c) of the Internal Revenue Code.

     This determination is most likely to occur in the case of an REO Property
on which an operating business, such as a hotel, is located. To the extent that
income the trust receives from an REO Property is subject to a tax on net income
from foreclosure property, that income would be subject to federal tax at the
highest marginal corporate tax rate, which is currently 35%.

     The determination as to whether income from an REO Property held by the
trust would be subject to a tax will depend on the specific facts and
circumstances relating to the management and operation of each REO Property. The
risk of taxation being imposed on income derived from the operation of
foreclosed real property is particularly present in the case of hospitality
properties and other operating businesses. Any tax imposed on the trust's income
from an REO Property would reduce the amount available for payment to the series
2005-GG3 certificateholders. See "Federal Income Tax Consequences" in this
prospectus supplement and in the accompanying prospectus. The reasonable
out-of-pocket costs and expenses of obtaining professional tax advice in
connection with the foregoing will be payable out of the master servicer's
custodial account.

                                     S-108


     The special servicer will be required to segregate and hold all funds
collected and received in connection with any REO Property held by the trust
separate and apart from its own funds and general assets. If an REO Property is
acquired by the trust, the special servicer will be required to establish and
maintain an account for the retention of revenues and other proceeds derived
from the REO Property. That REO account must be maintained in a manner and with
a depository institution that satisfies rating agency standards for
securitizations similar to the one involving the offered certificates. The
special servicer will be required to deposit, or cause to be deposited, in its
REO account, upon receipt, all net income, Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds received with respect to each REO Property
held by the trust. The funds held in this REO account may be held as cash or
invested in Permitted Investments. Any interest or other income earned on funds
in the special servicer's REO account will be payable to the special servicer,
subject to the limitations described in the pooling and servicing agreement.

     The special servicer will be required to withdraw from its REO account
funds necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property held by the trust, but only to the extent of
amounts on deposit in the account relating to that particular REO Property.
Promptly following the end of each collection period, the special servicer will
be required to withdraw from the REO account and deposit, or deliver to the
master servicer for deposit, into the master servicer's custodial account the
total of all amounts received with respect to each REO Property held by the
trust during that collection period, net of--

     o   any withdrawals made out of those amounts as described in the preceding
         sentence, and

     o   any portion of those amounts that may be retained as reserves as
         described in the next sentence.

     The special servicer may, subject to the limitations described in the
pooling and servicing agreement, retain in its REO account that portion of the
proceeds and collections as may be necessary to maintain a reserve of sufficient
funds for the proper operation, management, leasing, maintenance and disposition
of the related REO Property, including the creation of a reasonable reserve for
repairs, replacements, necessary capital improvements and other related
expenses.

     The special servicer must keep and maintain separate records, on a
property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, its REO account.

INSPECTIONS; COLLECTION OF OPERATING INFORMATION

     The special servicer will be required to perform or cause to be performed a
physical inspection of a mortgaged property (excluding the properties securing
the Non-Serviced Loan Groups) as soon as practicable after the related mortgage
loan becomes a specially serviced mortgage loan and annually thereafter for so
long as the related mortgage loan remains a specially serviced mortgage loan,
provided that the cost of each of those inspections will be paid by the master
servicer as a servicing advance. In addition, the special servicer must perform
or cause to be performed a physical inspection of each of the REO Properties
held by the trust at least once per calendar year, provided that the cost of
each of those inspections will be paid by the master servicer as a servicing
advance. Beginning in 2006, the master servicer will be required at its expense
to perform or cause to be performed a physical inspection of each mortgaged
property (excluding the properties securing the Non-Serviced Loan Groups)
securing a non-specially serviced mortgage loan--

     o   at least once every two calendar years in the case of mortgaged
         properties securing mortgage loans that have outstanding principal
         balances, or with allocated loan amounts, of $2,000,000 or less, and

     o   at least once every calendar year in the case of all other mortgaged
         properties;

provided that the master servicer will not be required to perform or cause to be
performed an inspection on a mortgaged property if such property has been
inspected by the master servicer or the special servicer in the preceding six
months.

     The master servicer and the special servicer will each be required to
prepare or cause to be prepared and deliver to the trustee a written report of
each of the inspections performed by it that generally describes the condition
of the

                                     S-109


mortgaged property and that specifies the existence of any sale, transfer or
abandonment of the mortgaged property or any material change in its condition or
value.

     The special servicer, in the case of any specially serviced mortgage loans,
and the master servicer, in the case of all other mortgage loans (excluding the
Non-Serviced Loan Groups), will also be required, consistent with the Servicing
Standard, to use reasonable efforts to collect from the related borrowers and
review the quarterly and annual operating statements and related rent rolls with
respect to each of the related mortgaged properties and to the extent required
under the loan documents, REO Properties. The special servicer will be required
to deliver to the master servicer copies of the operating statements and rent
rolls it collects. The master servicer will be required to deliver, based on
reports generated by itself and the special servicer, to the trustee, upon
request, an operating statement analysis report with respect to each mortgaged
property and REO Property for the applicable period. See "Description of the
Offered Certificates--Reports to Certificateholders; Available Information" in
this prospectus supplement. Each of the mortgage loans requires the related
borrower to deliver an annual property operating statement or other annual
financial information. The foregoing notwithstanding, there can be no assurance
that any operating statements required to be delivered will in fact be
delivered, nor are the master servicer and the special servicer likely to have
any practical means of compelling their delivery in the case of an otherwise
performing mortgage loan.

EVIDENCE AS TO COMPLIANCE

     No later than March 20, 2006 and April 30 of each year thereafter, each of
the master servicer and the special servicer must:

     o   at its expense, cause a firm of independent public accountants, that is
         a member of the American Institute of Certified Public Accountants to
         furnish a statement to the trustee, among others, to the effect that--

         1.   The firm has obtained a letter of representation regarding certain
              matters from the management of the master servicer or special
              servicer, as applicable, which includes an assertion that the
              master servicer or special servicer, as applicable, has complied
              with minimum mortgage loan servicing standards, to the extent
              applicable to commercial and multifamily mortgage loans,
              identified in the Uniform Single Attestation Program for Mortgage
              Bankers established by the Mortgage Bankers Association of
              America, with respect to the servicing of commercial and
              multifamily mortgage loans during the most recently completed
              calendar year, and

         2.   on the basis of an examination conducted by the firm in accordance
              with standards established by the American Institute of Certified
              Public Accountants, that representation is fairly stated in all
              material respects, subject to those exceptions and other
              qualifications that may be appropriate;

except that, in rendering its report the firm may rely, as to matters relating
to the direct servicing of commercial and multifamily mortgage loans by
sub-servicers, upon comparable reports of firms of independent certified public
accountants rendered on the basis of examinations conducted in accordance with
the same standards, rendered within one year of such report, with respect to
those sub-servicers and, further, except that the special servicer will not be
required to cause such a report to be delivered if there were no specially
serviced mortgage loans during the most recently ended calendar year; and

     o   deliver to the trustee, among others, a statement signed by an officer
         of the master servicer or the special servicer, as the case may be, to
         the effect that, to the best knowledge of that officer, the master
         servicer or special servicer, as the case may be, has fulfilled its
         material obligations under the pooling and servicing agreement in all
         material respects throughout the preceding calendar year or the portion
         of that year during which the series 2005-GG3 certificates were
         outstanding.

     Copies of the above-mentioned annual accountants' statement and officer's
certificate of each of the master servicer and the special servicer will be made
available to series 2005-GG3 certificateholders, at their expense, upon written
request to the trustee.

                                     S-110


EVENTS OF DEFAULT

     Each of the following events, circumstances and conditions will be
considered events of default under the pooling and servicing agreement:

     o   (i) any failure by the master servicer to make a required deposit to
         the custodial account on the day such deposit was first required to be
         made, which failure is not remedied within one business day, or (ii)
         any failure by the master servicer to deposit into, or remit to the
         trustee for deposit into, the distribution account any amount required
         to be so deposited or remitted, which failure is not remedied by 11:00
         a.m. New York City time on the relevant certificate payment date;

     o   any failure by the special servicer to deposit into the REO account
         within two business days after the day such deposit is required to be
         made, or to remit to the master servicer for deposit in the custodial
         account any such remittance required to be made by the special servicer
         within one business day following the day on which such remittance is
         required to be made under the pooling and servicing agreement;

     o   any failure by the master servicer or the special servicer duly to
         observe or perform in any material respect any of its other covenants
         or obligations under the pooling and servicing agreement, which failure
         continues unremedied for thirty days (fifteen days in the case of the
         master servicer's failure to make a servicing advance or fifteen days
         in the case of a failure to pay the premium for any insurance policy
         required to be maintained under the pooling and servicing agreement and
         fewer days in the case of the failure of the master servicer or the
         special servicer to deliver certain required annual reports and
         statements or as may be required to avoid the commencement of
         foreclosure proceedings for unpaid real estate taxes or the lapse of
         insurance, as applicable) after written notice of the failure has been
         given to the master servicer or the special servicer, as the case may
         be, by any other party to the pooling and servicing agreement, or to
         the master servicer or the special servicer, as the case may be, with a
         copy to each other party to the related pooling and servicing
         agreement, by series 2005-GG3 certificateholders of any class,
         evidencing as to that class, not less than 25% of the aggregate voting
         rights for such class; provided, however, if that failure is capable of
         being cured and the master servicer or special servicer, as applicable,
         is diligently pursuing that cure, that 30-day period will be extended
         an additional 30 days;

     o   any breach on the part of the master servicer or the special servicer
         of any representation or warranty in the pooling and servicing
         agreement that materially and adversely affects the interests of any
         class of series 2005-GG3 certificateholders and that continues
         unremedied for a period of 30 days after the date on which notice of
         that breach, requiring the same to be remedied, will have been given to
         the master servicer or the special servicer, as the case may be, by the
         depositor, the trustee or the fiscal agent, or to the master servicer,
         the special servicer, the depositor, the trustee, and the fiscal agent
         by the series 2005-GG3 certificateholders of any class, evidencing as
         to that class, not less than 25% of the aggregate voting rights of such
         class; provided, however, if that breach is capable of being cured and
         the master servicer or special servicer, as applicable, is diligently
         pursuing that cure, that 30-day period will be extended an additional
         30 days;

     o   certain events of insolvency, readjustment of debt, marshaling of
         assets and liabilities or similar proceedings in respect of or relating
         to the master servicer or the special servicer, and certain actions by
         or on behalf of the master servicer or the special servicer indicating
         its insolvency or inability to pay its obligations;

     o   a servicing officer of the master servicer or the special servicer, as
         applicable, obtains actual knowledge that Moody's has (i) qualified,
         downgraded or withdrawn its rating or ratings of one or more classes of
         series 2005-GG3 certificates, or (ii) has placed one or more classes of
         series 2005-GG3 certificates on "watch status" in contemplation of a
         ratings downgrade or withdrawal (and such "watch status" placement
         shall not have been withdrawn by Moody's within 60 days of the date
         such servicing officer obtained such actual knowledge) and, in the case
         of either of clause (i) or (ii), cited servicing concerns with the
         master servicer or special servicer, as applicable, as the sole or
         material factor in such rating action; or

     o   the master servicer or the special servicer has been removed from S&P's
         approved master servicer list or S&P's approved special servicer list,
         respectively, and any of the ratings assigned to the certificates or
         any

                                     S-111


         securities backed by a Companion Loan have been qualified, downgraded
         or withdrawn in connection with such removal and the master servicer or
         special servicer is not reinstated on such list within 30 days.

     The pooling and servicing agreement will also provide that upon the master
servicer's failure to perform certain of its responsibilities with respect to
the Companion Loans, the holders of the Companion Loans will have certain
remedies as more particularly described below under "--Rights Upon Event of
Default."

RIGHTS UPON EVENT OF DEFAULT

     If an event of default described above under "--Events of Default" occurs
with respect to the master servicer or the special servicer and remains
unremedied, the trustee will be authorized, and at the direction of the series
2005-GG3 certificateholders entitled to not less than 25% of the voting rights
for the series, the trustee will be required, to terminate all of the rights and
obligations of the defaulting party under the pooling and servicing agreement
and in and to the trust assets other than any rights the defaulting party may
have as a series 2005-GG3 certificateholder. Upon any termination, the trustee
must either:

     o   succeed to all of the responsibilities, duties and liabilities of the
         master servicer or special servicer, as the case may be, under the
         pooling and servicing agreement; or

     o   appoint an established mortgage loan servicing institution to act as
         successor master servicer or special servicer, as the case may be.

     The holders of series 2005-GG3 certificates entitled to a majority of the
voting rights for the series may require the trustee to appoint an established
mortgage loan servicing institution to act as successor master servicer or
special servicer, as the case may be, rather than have the trustee act as that
successor.

     Notwithstanding the foregoing discussion in this "--Rights Upon Event of
Default" section, if the master servicer is terminated under the circumstances
described above because of the occurrence of any of the events of default
described in the last two bullets under "--Events of Default" above, the master
servicer will have the right for a period of 45 days, at its expense, to sell
its master servicing rights with respect to the mortgage loans to a master
servicer whose appointment Moody's and S&P have confirmed will not result in a
qualification, downgrade or withdrawal of any of the then-current ratings of the
series 2005-GG3 certificates.

     Upon the master servicer's failure to perform certain of its
responsibilities with respect to the Companion Loans, as more particularly set
forth in the pooling and servicing agreement, if the master servicer is not
otherwise terminated, the trustee, at the direction of the Companion Loan
Holder, will be required to direct the master servicer to appoint a sub-servicer
(if one is not already in place) that will be responsible for servicing the
related Loan Group pursuant to a sub-servicing agreement reasonably acceptable
to the master servicer.

     In general, series 2005-GG3 certificateholders entitled to at least 662/3%
of the voting rights allocated to each class of series 2005-GG3 certificates
affected by any event of default may waive the event of default. However, the
events of default described in the first two and last two bullets under
"--Events of Default" above may only be waived by all of the holders of the
affected classes of the series 2005-GG3 certificates. Upon any waiver of an
event of default, the event of default will cease to exist and will be deemed to
have been remedied for every purpose under the pooling and servicing agreement.

     No series 2005-GG3 certificateholder will have the right under the pooling
and servicing agreement to institute any suit, action or proceeding with respect
to that agreement or any mortgage loan unless--

     o   that holder previously has given to the trustee written notice of
         default,

     o   except in the case of a default by the trustee, series 2005-GG3
         certificateholders entitled to not less than 25% of the voting rights
         for the 2005-GG3 series have made written request to the trustee to
         institute that suit, action or proceeding in its own name as trustee
         under the pooling and servicing agreement and have offered to the
         trustee such reasonable indemnity as it may require, and

     o   except in the case of a default by the trustee, the trustee for 60 days
         has neglected or refused to institute that suit, action or proceeding.

                                     S-112


     The trustee, however, will be under no obligation to exercise any of the
trusts or powers vested in it by the pooling and servicing agreement or to make
any investigation of matters arising under that agreement or to institute,
conduct or defend any litigation under that agreement or in relation to that
agreement at the request, order or direction of any of the series 2005-GG3
certificateholders, unless in the trustee's opinion, those certificateholders
have offered to the trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred as a result of any investigation
or litigation.

                     DESCRIPTION OF THE OFFERED CERTIFICATES


GENERAL

     The series 2005-GG3 certificates will be issued, on or about February 10,
2005, under the pooling and servicing agreement. They will represent the entire
beneficial ownership interest of the trust. The assets of the trust will
include:

     o   the mortgage loans;

     o   any and all payments under and proceeds of the mortgage loans received
         after the cut-off date, exclusive of payments of principal, interest
         and other amounts due on or before that date;

     o   the loan documents for the mortgage loans (subject to the rights of the
         holders of any Companion Loans in any Loan Group), including any
         intercreditor agreement or co-lender agreement with respect to any Loan
         Group;

     o   our rights under our mortgage loan purchase agreement with each
         Mortgage Loan Seller;

     o   any REO Properties acquired by the trust with respect to defaulted
         mortgage loans; and

     o   those funds or assets as from time to time are deposited in the master
         servicer's custodial account described under "Servicing Under the
         Pooling and Servicing Agreement--Custodial Account," the special
         servicer's REO account described under "Servicing Under the Pooling and
         Servicing Agreement--REO Properties," the trustee's distribution
         account described under "--Distribution Account" below or the trustee's
         interest reserve account described under "--Interest Reserve Account"
         below.

     The series 2005-GG3 certificates will include the following classes:

     o   class A-1, class A-2, class A-3, class A-4, class A-5, class A-6, class
         A-J, class B, class C, class D and class E, which are the classes of
         series 2005-GG3 certificates that are offered by this prospectus
         supplement, and

     o   class XP, class XC, class F, class G, class H, class J, class K, class
         L, class M, class N, class O, class P, class R-I and class R-II, which
         are the classes of series 2005-GG3 certificates, which will be retained
         or privately placed by us, and are not offered by this prospectus
         supplement.

     The class A-1, class A-2, class A-3, class A-4, class A-5, class A-6, class
A-J, class B, class C, class D, class E, class F, class G, class H, class J,
class K, class L, class M, class N, class O and class P certificates are the
series 2005-GG3 certificates that will have principal balances and are sometimes
referred to as the principal balance certificates. The principal balance of any
of these certificates will represent the total payments of principal to which
the holder of the certificate is entitled over time out of payments, or advances
in lieu of payments, and other collections on the assets of the trust.
Accordingly, on each payment date, the principal balance of each of these
certificates will be permanently reduced by any payments of principal actually
made with respect to the certificate on that payment date. See "--Payments"
below. On any particular payment date, the principal balance of each of these
certificates may also be reduced, without any corresponding payment, in
connection with Realized Losses on the underlying mortgage loans and Additional
Trust Fund Expenses. However, in limited circumstances, if and to the extent the
total Stated Principal Balance of the mortgage pool exceeds the total principal
balance of the series 2005-GG3 principal balance certificates immediately
following the distributions to be made with respect to those certificates on any
payment date, the total principal balance of a class of series 2005-GG3
principal balance

                                     S-113


certificates that was previously so reduced, without a corresponding payment of
principal, may be reinstated, with past due interest on such balance, to the
extent of funds available therefor. See "--Reductions of Certificate Principal
Balances in Connection With Realized Losses and Additional Trust Fund Expenses"
below.

     The class XP and class XC certificates will not have principal balances and
are sometimes referred to herein collectively, as the interest-only
certificates. For purposes of calculating the amount of accrued interest, each
of the interest-only certificates will have a notional amount. The initial
notional amount of the class XP and class XC certificates will be $         and
$3,604,902,432, respectively, although in each case it may be as much as 5%
larger or smaller.

         The notional amount of the class XP certificates will vary over time
and will be determined in accordance with Annex F to this prospectus supplement.

     On each payment date, the notional amount of the class XC certificates will
generally equal the aggregate outstanding principal balance of the class A-1,
class A-2, class A-3, class A-4, class A-5, class A-6, class A-J, class B, class
C, class D, class E, class F, class G, class H, class J, class K, class L, class
M, class N, class O and class P certificates.

     The class R-I and class R-II certificates will not have principal balances
or notional amounts.

     In general, principal balances and notional amounts will be reported on a
class-by-class basis. In order to determine the principal balance of any of your
offered certificates from time to time, you may multiply the original principal
balance of that certificate as of the date of initial issuance of the offered
certificates, as specified on the face of that certificate, by the then
applicable certificate factor for the relevant class. The certificate factor for
any class of offered certificates, as of any date of determination, will equal a
fraction, expressed as a percentage, the numerator of which will be the then
outstanding total principal balance of that class, and the denominator of which
will be the original total principal balance of that class. Certificate factors
will be reported monthly in the trustee's payment date statement.

REGISTRATION AND DENOMINATIONS

     General. The offered certificates will be issued in book-entry form in
original denominations of $25,000 initial principal balance and in any
additional whole dollar denominations.

     Each class of offered certificates will initially be represented by one or
more certificates registered in the name of Cede & Co., as nominee of The
Depository Trust Company. You will not be entitled to receive an offered
certificate issued in fully registered, certificated form, except under the
limited circumstances described in the accompanying prospectus under
"Description of the Certificates--Book-Entry Registration." For so long as any
class of offered certificates is held in book-entry form--

     o   all references to actions by holders of those certificates will refer
         to actions taken by DTC upon instructions received from beneficial
         owners of those certificates through its participating organizations,
         and

     o   all references in this prospectus supplement to payments, notices,
         reports, statements and other information to holders of those
         certificates will refer to payments, notices, reports and statements to
         DTC or Cede & Co., as the registered holder of those certificates, for
         payment to beneficial owners of offered certificates through its
         participating organizations in accordance with DTC's procedures.

     The trustee will initially serve as registrar for purposes of providing for
the registration of the offered certificates and, if and to the extent physical
certificates are issued to the actual beneficial owners of any of the offered
certificates, the registration of transfers and exchanges of those certificates.

     DTC, Euroclear and Clearstream. You will hold your certificates through
DTC, in the United States, or Clearstream Banking, societe anonyme, or Euroclear
Bank as operator of the Euroclear System, in Europe, if you are a participating
organization of the applicable system, or indirectly through organizations that
are participants in the applicable system. Clearstream and Euroclear will hold
omnibus positions on behalf of organizations that are participants in either of
these systems, through customers' securities accounts in Clearstream's or
Euroclear's names on the books of their respective depositaries. Those
depositaries will, in turn, hold those positions in customers'

                                     S-114


securities accounts in the depositaries' names on the books of DTC. For a
discussion of DTC, Euroclear and Clearstream, see "Description of the
Certificates--Book-Entry Registration--DTC, Euroclear and Clearstream" in the
accompanying prospectus.

     Transfers between participants in DTC will occur in accordance with DTC's
rules. Transfers between participants in Clearstream and Euroclear will occur in
accordance with their applicable rules and operating procedures. Cross-market
transfers between persons holding directly or indirectly through DTC, on the one
hand, and directly or indirectly through participants in Clearstream or
Euroclear, on the other, will be accomplished through DTC in accordance with DTC
rules on behalf of the relevant European international clearing system by its
depositary. See "Description of the Certificates--Book-Entry
Registration--Holding and Transferring Book-Entry Certificates" in the
accompanying prospectus. For additional information regarding clearance and
settlement procedures for the offered certificates and for information with
respect to tax documentation procedures relating to the offered certificates,
see Annex G hereto.

DISTRIBUTION ACCOUNT

     General. The trustee must establish and maintain an account in which it
will hold funds pending their payment on the series 2005-GG3 certificates and
from which it will make those payments. Each distribution account must be
maintained in a manner and with a depository institution that satisfies rating
agency standards for securitizations similar to the one involving the offered
certificates. Funds held in the trustee's distribution account will remain
uninvested.

     Deposits. On the business day prior to each payment date, the master
servicer will be required to remit to the trustee for deposit in the
distribution account the following funds:

     o   All payments and other collections on the mortgage loans and any REO
         Properties in the trust that are then on deposit in the master
         servicer's custodial account, exclusive of any portion of those
         payments and other collections that represents one or more of the
         following:

         1.   monthly debt service payments due on a due date subsequent to the
              end of the related collection period;

         2.   payments and other collections received after the end of the
              related collection period;

         3.   amounts that are payable or reimbursable from the master
              servicer's custodial account to any person other than the series
              2005-GG3 certificateholders, including--

              (a) amounts payable to the master servicer or the special servicer
                  as compensation, as described under "Servicing Under the
                  Pooling and Servicing Agreement--Servicing and Other
                  Compensation and Payment of Expenses" in this prospectus
                  supplement,

              (b) amounts payable in reimbursement of outstanding advances,
                  together with interest on those advances, as permitted under
                  the pooling and servicing agreement,

              (c) amounts payable to any other party under a Pari Passu PSA or
                  intercreditor agreement, as applicable, with respect to a Loan
                  Group, and

              (d) amounts payable with respect to other expenses of the trust;
                  and

         4.   amounts deposited in the master servicer's custodial account in
              error.

     o   Any advances of delinquent monthly debt service payments made by the
         master servicer on the mortgage loans with respect to that payment
         date.

     o   Any payments made by the master servicer to cover Prepayment Interest
         Shortfalls incurred during the related collection period.

                                     S-115


     See "--Advances of Delinquent Monthly Debt Service Payments" below and
"Servicing Under the Pooling and Servicing Agreement--Custodial Account" and
"--Servicing and Other Compensation and Payment of Expenses" in this prospectus
supplement.

     With respect to each payment date that occurs during March, commencing in
2005, the trustee will be required to transfer from its interest reserve
account, which we describe under "--Interest Reserve Account" below, to its
distribution account or the sub-account, as applicable, the interest reserve
amounts that are then being held in that interest reserve account with respect
to the mortgage loans included in the trust that accrue interest on an
Actual/360 Basis.

     Withdrawals. The trustee may from time to time make withdrawals from its
distribution account for any of the following purposes:

     o   to pay itself a monthly fee which is described under "--The Trustee"
         below;

     o   to indemnify itself and various related persons as described under
         "Description of the Governing Documents--Matters Regarding the Trustee"
         in the accompanying prospectus, and to make comparable indemnifications
         with respect to the fiscal agent;

     o   to pay for various opinions of counsel required to be obtained in
         connection with any amendments to the pooling and servicing agreement
         and the administration of the trust;

     o   to pay any federal, state and local taxes imposed on the trust, its
         assets and/or transactions, together with all incidental costs and
         expenses, that are required to be borne by the trust as described under
         "Federal Income Tax Consequences--REMICs--Prohibited Transactions Tax
         and Other Taxes" in the accompanying prospectus and "Servicing Under
         the Pooling and Servicing Agreement--REO Properties" in this prospectus
         supplement;

     o   to pay the cost of transferring mortgage files to a successor trustee
         where the trustee has been terminated without cause and that cost is
         not otherwise covered;

     o   with respect to each payment date during January 2006 or any year
         thereafter that is not a leap year or during February 2006 or any year
         thereafter, to transfer to the trustee's interest reserve account the
         interest reserve amounts required to be so transferred in that month
         with respect to the mortgage loans included in the trust that accrue
         interest on an Actual/360 Basis; and

     o   to pay to the person entitled thereto any amounts deposited in the
         distribution account in error.

     On each payment date, all amounts on deposit in the trustee's distribution
account, exclusive of any portion of those amounts that are to be withdrawn for
the purposes contemplated in the foregoing paragraph, will be withdrawn and
applied to make payments on the series 2005-GG3 certificates. For any payment
date, those funds will consist of two separate components--

     o   the portion of those funds that represent prepayment consideration
         collected on the mortgage loans included in the trust as a result of
         voluntary or involuntary prepayments that occurred during the related
         collection period, which will be paid to the holders of the class A-1,
         class A-2, class A-3, class A-4, class A-5, class A-6, class A-J, class
         B, class C, class D, class E, class F, class G, class H, class XP and
         class XC certificates, as described under "--Payments--Payments of
         Prepayment Premiums and Yield Maintenance Charges" below, and

     o   the remaining portion of those funds, which we refer to as the
         Available P&I Funds and will be paid to the holders of all the series
         2005-GG3 certificates as described under "--Payments--Priority of
         Payments" below.

INTEREST RESERVE ACCOUNT

     The trustee will be required to maintain an account in which it will hold
the interest reserve amounts described below with respect to the mortgage loans
included in the trust that accrue interest on an Actual/360 Basis. That

                                     S-116


interest reserve account must be maintained in a manner and with a depository
that satisfies rating agency standards for similar securitizations as the one
involving the offered certificates. Funds held in the trustee's interest reserve
account will remain uninvested.

     During January, except in a leap year, and during February of each calendar
year, beginning in 2006, the trustee will, on or before the payment date in that
month, withdraw from its distribution account and deposit in its interest
reserve account the interest reserve amounts with respect to those mortgage
loans included in the trust that accrue interest on an Actual/360 Basis, and for
which the monthly debt service payment due in that month was either received or
advanced. That interest reserve amount for each of those mortgage loans included
in the trust will equal one day's interest accrued at the related mortgage
interest rate on the Stated Principal Balance of that loan as of the end of the
related collection period.

     With respect to the payment date in March 2005, the depositor will fund the
trustee's interest reserve account with the required interest reserve amount for
each of the mortgage loans included in the trust that accrues interest on an
Actual/360 basis.

     During March of each calendar year, beginning in 2005, the trustee will, on
or before the payment date in that month, withdraw from its interest reserve
account and deposit in its distribution account or the sub-account thereof, as
applicable, any and all interest reserve amounts then on deposit in the interest
reserve account with respect to the mortgage loans included in the trust that
accrue interest on an Actual/360 Basis. All interest reserve amounts that are so
transferred from the interest reserve account to the distribution account or
sub-account will be included in the Available P&I Funds for the payment date
during the month of transfer.

PAYMENTS

     General. On each payment date, the trustee will, subject to the available
funds, make all payments required to be made on the series 2005-GG3 certificates
on that date to the holders of record as of the close of business on the last
business day of the calendar month preceding the month in which those payments
are to occur (or, in the case of the initial payment date, the holders of record
as of the close of business on the date of initial issuance). The final payment
of principal and/or interest on any offered certificate, however, will be made
only upon presentation and surrender of that certificate at the location to be
specified in a notice of the pendency of that final payment.

     In order for a series 2005-GG3 certificateholder to receive payments by
wire transfer on and after any particular payment date, that certificateholder
must provide the trustee with written wiring instructions no less than five
business days prior to (or, in the case of the initial payment date, no later
than) the record date for that payment date occurs. Otherwise, that
certificateholder will receive its payments by check mailed to it.

     Cede & Co. will be the registered holder of your offered certificates, and
you will receive payments on your offered certificates through DTC and its
participating organizations, until physical certificates are issued to the
actual beneficial owners. See "--Registration and Denominations" above.

     Payments of Interest. All of the classes of the series 2005-GG3
certificates will bear interest, except for class R-I and class R-II
certificates.

     With respect to each interest-bearing class of the series 2005-GG3
certificates, that interest will accrue during each interest accrual period
based upon--

     o   the pass-through rate applicable for that class for that interest
         accrual period,

     o   the total principal balance or notional amount, as the case may be, of
         that class outstanding immediately prior to the related payment date,
         and

     o   the assumption that each year consists of twelve 30-day months.

     If the holders of any interest-bearing class of the series 2005-GG3
certificates do not receive all of the interest to which they are entitled on
any payment date, then they will continue to be entitled to receive the unpaid
portion of that interest on future payment dates, without further interest
accrued on the unpaid portion, subject to the Available

                                     S-117


P&I Funds, for those future payment dates and the priorities of payment
described under "--Priority of Payments" below.

     The Net Aggregate Prepayment Interest Shortfall for any payment date will
be allocated among the respective interest-bearing classes of the series
2005-GG3 certificates, on a pro rata basis in accordance with the respective
amounts of accrued interest in respect of such interest-bearing classes of
series 2005-GG3 certificates for the related interest accrual period.

     Calculation of Pass-Through Rates. The pass-through rates for each of the
class A-1, class A-2, class A-3, class A-4, class A-5, class A-6, class A-J,
class B, class C, class D, class E, class F, class G, class H, class J, class K,
class L, class M, class N, class O, and class P certificates will equal one of
(i) a fixed rate, (ii) the weighted average of the net interest rates on the
mortgage loans (in each case, adjusted if necessary to accrue on the basis of a
360-day year consisting of twelve 30-day months) as of their respective due
dates in the month preceding the month in which the related distribution date
occurs, (iii) a rate equal to the lesser of a specified pass-through rate and
the weighted average rate specified in clause (ii) or (iv) the weighted average
rate specified in clause (ii) less a specified percentage.

         The pass-through rate applicable to the class XC certificates for each
payment date will equal the weighted average of the class XC strip rates at
which interest accrues from time to time on the various components of the class
XC certificates outstanding immediately prior to such payment date (weighted on
the basis of the balances of those class XC components immediately prior to the
related payment date). Each class XC component will be comprised of all or a
designated portion of the principal balance certificates. In general, the entire
principal balance of each class of principal balance certificates will
constitute a separate class XC component. However, if a portion, but not all, of
the principal balance of any particular class of principal balance certificates
is identified under "Annex F--Terms of the Class XP Certificates," as being part
of the notional amount of the class XP certificates immediately prior to any
such payment date, then the identified portion of the principal balance of such
class will also represent a separate class XC component for purposes of
calculating the pass-through rate of the class XC certificates, and the
remaining portion of the principal balance of such class will represent one or
more other separate class XC components for purposes of calculating the
pass-through rate of the class XC certificates. For each payment date through
and including the payment date in              , the class XC strip rate for
each class XC component will be calculated as follows:

     (1) if such class XC component consists of the entire principal balance or
         a designated portion of any class of principal balance certificates,
         and if the principal balance does not, in whole or in part, also
         constitute a class XP component immediately prior to the payment date,
         then the applicable class XC strip rate will equal the excess, if any,
         of (a) the Weighted Average Pool Pass-Through Rate for the payment
         date, over (b) the pass-through rate in effect for the payment date for
         the applicable class of principal balance certificates; and

     (2) if such class XC component consists of the entire principal balance or
         a designated portion of the principal balance of any class of principal
         balance certificates, and if the designated portion of the principal
         balance also constitutes one or more class XP components immediately
         prior to the payment date, then the applicable class XC strip rate will
         equal the excess, if any, of (a) the Weighted Average Pool Pass-Through
         Rate for the payment date, over (b) the sum of (i) the class XP strip
         rate (as described in Annex F) for the applicable class XP
         component(s), and (ii) the pass-through rate in effect for the payment
         date for the applicable class of principal balance certificates.

     For each payment date after the payment date in            , the principal
balance of each class of principal balance certificates will constitute one or
more separate class XC components, and the applicable class XC strip rate with
respect to each such class XC component for each payment date will equal the
excess, if any, of (a) the Weighted Average Pool Pass-Through Rate for the
related payment date, over (b) the pass-through rate in effect for the payment
date for the class of principal balance certificates.

     The pass-through rate applicable to the class XP certificates for each
payment date will be as set forth on Annex F to this prospectus supplement.

     The calculation of the Weighted Average Pool Pass-Through Rate will be
unaffected by any change in the mortgage interest rate for any mortgage loan
from what it was on the date of initial issuance of the offered

                                     S-118


certificates, including in connection with any bankruptcy or insolvency of the
related borrower or any modification of that mortgage loan agreed to by the
master servicer or the special servicer.

     The class R-I and class R-II certificates will not be interest-bearing and,
therefore, will not have pass-through rates.

     Payments of Principal. Subject to the Available P&I Funds and the priority
of payments described under "--Priority of Payments" below, the total amount of
principal payable with respect to each class of the series 2005-GG3
certificates, other than the class XP, class XC, class R-I and class R-II
certificates, on each payment date will equal that class's allocable share of
the Total Principal Payment Amount for that payment date.

     In general, on each payment date, the Total Principal Payment Amount will
be allocated to the class A-1, class A-2, class A-3, class A-4, class A-5 and
class A-6 certificates in the following order of priority:

     o   first, to the class A-1 certificates, until the class A-1 certificates
         are reduced to zero;

     o   second, to the class A-2 certificates, until the class A-2 certificates
         are reduced to zero;

     o   third, to the class A-3 certificates, until the class A-3 certificates
         are reduced to zero;

     o   fourth, to class A-4 certificates, until the class A-4 certificates are
         reduced to zero;

     o   fifth, to class A-5 certificates, until the class A-5 certificates are
         reduced to zero; and

     o   sixth, to class A-6 certificates, until the class A-6 certificates are
         reduced to zero.

     However, on each payment date coinciding with and following the Cross-Over
Date, and in any event on the final payment date, assuming that any two or more
of the class A-1, class A-2, class A-3, class A-4, class A-5 and class A-6
certificates are outstanding at that time, the Total Principal Payment Amount
will be allocable among those outstanding classes on a pro rata basis in
accordance with their respective total principal balances immediately prior to
that payment date, in each case up to that total principal balance.

     WHILE THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5 AND CLASS
A-6 CERTIFICATES ARE OUTSTANDING, NO PORTION OF THE TOTAL PRINCIPAL PAYMENT
AMOUNT FOR ANY PAYMENT DATE WILL BE ALLOCATED TO ANY OTHER CLASS OF SERIES
2005-GG3 CERTIFICATES.

     Following the retirement of the class A-1, class A-2, class A-3, class A-4,
class A-5 and class A-6 certificates, the Total Principal Payment Amount for
each payment date will be allocated to the respective classes of series 2005-GG3
certificates identified in the table below and in the order of priority set
forth in that table, in each case up to the lesser of--

     o   the portion of that Total Principal Payment Amount that remains
         unallocated, and

     o   the total principal balance of the particular class immediately prior
         to that payment date.

                                     S-119


               ORDER OF ALLOCATION       CLASS
               -------------------       -----
                      1st                 A-J
                      2nd                  B
                      3rd                  C
                      4th                  D
                      5th                  E
                      6th                  F
                      7th                  G
                      8th                  H
                      9th                  J
                     10th                  K
                     11th                  L
                     12th                  M
                     13th                  N
                     14th                  O
                     15th                  P

     IN NO EVENT WILL THE HOLDERS OF ANY CLASS OF SERIES 2005-GG3 CERTIFICATES
LISTED IN THE FOREGOING TABLE BE ENTITLED TO RECEIVE ANY PAYMENTS OF PRINCIPAL
UNTIL THE TOTAL PRINCIPAL BALANCE OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS A-5 AND CLASS A-6 CERTIFICATES IS REDUCED TO ZERO. FURTHERMORE, IN NO
EVENT WILL THE HOLDERS OF ANY CLASS OF SERIES 2005-GG3 CERTIFICATES LISTED IN
THE FOREGOING TABLE BE ENTITLED TO RECEIVE ANY PAYMENTS OF PRINCIPAL UNTIL THE
TOTAL PRINCIPAL BALANCE OF ALL OTHER CLASSES OF SERIES 2005-GG3 CERTIFICATES, IF
ANY, LISTED ABOVE IT IN THE FOREGOING TABLE IS REDUCED TO ZERO.

     If the master servicer, the special servicer, the trustee or the fiscal
agent reimburses itself out of general collections on the mortgage pool for any
advance that it has determined is not recoverable out of collections on the
related mortgage loan, then to the extent that such reimbursement is made from
collections of principal on the underlying mortgage loans, that reimbursement
will reduce the amount of principal available to be distributed on the series
2005-GG3 principal balance certificates and will result in a reduction of the
certificate principal balance of the series 2005-GG3 principal balance
certificates. See "Description of the Offered Certificates--Reductions of
Certificate Principal Balances in Connection With Realized Losses and Additional
Trust Fund Expenses" in this prospectus supplement. Likewise, if the master
servicer, the special servicer, the trustee or the fiscal agent reimburses
itself out of principal collections on the mortgage loans for any Work-out
Delayed Reimbursement Amounts, that reimbursement will reduce the amount of
principal available to be distributed on the series 2005-GG3 principal balance
certificates on that payment date. Such reimbursement would have the effect of
reducing current payments of principal on the offered certificates and extending
the weighted average life of the offered certificates. See "--Reimbursement of
Advances" below. If there is a subsequent recovery of a non-recoverable advance
or Work-out Delayed Reimbursement Amount that was reimbursed out of general
principal collections, that subsequent recovery would generally be included as
part of the amounts payable as principal with respect to the series 2005-GG3
principal balance certificates.

     Reimbursement Amounts. As discussed under "--Reductions of Certificate
Principal Balances in Connection With Realized Losses and Additional Trust Fund
Expenses" below, the total principal balance of any class of series 2005-GG3
certificates, other than the class XP, class XC, class R-I and class R-II
certificates, may be reduced without a corresponding payment of principal. If
that occurs with respect to any class of series 2005-GG3 certificates, then,
subject to Available P&I Funds and the priority of payments described under
"--Priority of Payments" below, the holders of that class will be entitled to be
reimbursed for the amount of that reduction, without interest. References to the
"loss reimbursement amount" under "--Priority of Payments" below means, in the
case of any class of series 2005-GG3 certificates, other than the class XP,
class XC, class R-I and class R-II certificates, for any payment date, the total
amount to which the holders of that class are entitled as reimbursement for all
previously unreimbursed reductions, if any, made in the total principal balance
of that class on all prior payment dates as discussed under "--Reductions of
Certificate Principal Balances in Connection With Realized Losses and Additional
Trust Fund Expenses" below.

     In limited circumstances, if and to the extent the total Stated Principal
Balance of the mortgage loans exceeds the total principal balance of the series
2005-GG3 principal balance certificates immediately following the distributions
to be made with respect to those certificates on any payment date, the total
principal balance of a class of series 2005-GG3 principal balance certificates
that was previously reduced as described in the preceding

                                     S-120


paragraph, without a corresponding payment of principal, may be reinstated, with
past due interest on such balance, to the extent of funds available therefor.
Any such reinstatement of principal balance would result in a corresponding
reduction in the loss reimbursement amount otherwise payable to the holders of
the subject class of series 2005-GG3 principal balance certificates. See
"--Reductions of Certificate Principal Balances in Connection With Realized
Losses and Additional Trust Fund Expenses" below.

     Priority of Payments. On each payment date, the trustee will apply the
Available P&I Funds for that date to make the following payments in the
following order of priority, in each case to the extent of the remaining
Available P&I Funds:



  ORDER OF       RECIPIENT CLASS OR
  PAYMENT              CLASSES                                    TYPE AND AMOUNT OF PAYMENT
----------------------------------------------------------------------------------------------------------------------

1             A-1, A-2, A-3, A-4, A-5,   Interest up to the total interest payable on those classes, pro rata based
                        A-6,             on the respective amounts of that interest payable on each of those classes
                      XP and XC
2              A-1, A-2, A-3, A-4, A-5   Principal up to the total principal payable on those classes, allocable as
                       and A-6           among those classes as described above under "--Payments of Principal"
3              A-1, A-2, A-3, A-4, A-5   Reimbursement up to the total loss reimbursement amount for those classes,
                       and A-6           pro rata based on the loss reimbursement amount for each of those classes
----------------------------------------------------------------------------------------------------------------------
4                        A-J             Interest up to the total interest payable on that class
5                        A-J             Principal up to the total principal payable on that class
6                        A-J             Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------
7                         B              Interest up to the total interest payable on that class
8                         B              Principal up to the total principal payable on that class
9                         B              Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------
10                        C              Interest up to the total interest payable on that class
11                        C              Principal up to the total principal payable on that class
12                        C              Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------
13                        D              Interest up to the total interest payable on that class
14                        D              Principal up to the total principal payable on that class
15                        D              Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------
16                        E              Interest up to the total interest payable on that class
17                        E              Principal up to the total principal payable on that class
18                        E              Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------
19                        F              Interest up to the total interest payable on that class
20                        F              Principal up to the total principal payable on that class
21                        F              Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------
22                        G              Interest up to the total interest payable on that class
23                        G              Principal up to the total principal payable on that class
24                        G              Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------
25                        H              Interest up to the total interest payable on that class
26                        H              Principal up to the total principal payable on that class
27                        H              Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------
28                        J              Interest up to the total interest payable on that class
29                        J              Principal up to the total principal payable on that class
30                        J              Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------
31                        K              Interest up to the total interest payable on that class
32                        K              Principal up to the total principal payable on that class
33                        K              Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------


                                     S-121




  ORDER OF       RECIPIENT CLASS OR
  PAYMENT              CLASSES                                    TYPE AND AMOUNT OF PAYMENT
----------------------------------------------------------------------------------------------------------------------

34                        L              Interest up to the total interest payable on that class
35                        L              Principal up to the total principal payable on that class
36                        L              Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------
37                        M              Interest up to the total interest payable on that class
38                        M              Principal up to the total principal payable on that class
39                        M              Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------
40                        N              Interest up to the total interest payable on that class
41                        N              Principal up to the total principal payable on that class
42                        N              Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------
43                        O              Interest up to the total interest payable on that class
44                        O              Principal up to the total principal payable on that class
45                        O              Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------
46                        P              Interest up to the total interest payable on that class
47                        P              Principal up to the total principal payable on that class
48                        P              Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------
49                  R-I and R-II         Any remaining Available P&I Funds


     Payments of Prepayment Premiums and Yield Maintenance Charges. If any
prepayment consideration is collected during any particular collection period
with respect to any mortgage loan, regardless of whether that prepayment
consideration is calculated as a percentage of the amount prepaid or in
accordance with a yield maintenance formula, then on the payment date
corresponding to that collection period, the trustee will pay a portion of that
prepayment consideration to the holders of any class A-1, class A-2, class A-3,
class A-4, class A-5, class A-6, class A-J, class B, class C, class D, class E,
class F, class G and class H certificates that are entitled to payments of
principal on that payment date, up to an amount equal to, in the case of any
particular class of those certificates, the product of--

     o   the full amount of that prepayment consideration, net of workout fees
         and liquidation fees payable from it, multiplied by

     o   a fraction, which in no event may be greater than 1.0 or less than 0.0,
         the numerator of which is equal to the excess, if any, of the
         pass-through rate for that class of certificates over the relevant
         discount rate, and the denominator of which is equal to the excess, if
         any, of the mortgage interest rate of the prepaid mortgage loan over
         the relevant discount rate, and further multiplied by

     o   a fraction, the numerator of which is equal to the amount of principal
         payable to that class of certificates on that payment date, and the
         denominator of which is the Total Principal Payment Amount for that
         payment date.

     Prior to      , the trustee will thereafter pay any remaining portion of
that net prepayment consideration % to the holders of the class XP certificates
and % to the holders of the class XC certificates. After , the trustee will
thereafter pay any remaining portion of that net prepayment consideration 100%
to the holders of the class XC certificates.

     The discount rate applicable to any class of offered certificates with
respect to any prepaid mortgage loan will equal the yield, when compounded
monthly, on the U.S. Treasury primary issue with a maturity date closest to the
maturity date for the prepaid mortgage loan. In the event that there are two
such U.S. Treasury issues--

     o   with the same coupon, the issue with the lower yield will be utilized,
         or

     o   with maturity dates equally close to the maturity date for the prepaid
         mortgage loan, the issue with the earliest maturity date will be
         utilized.

                                     S-122


     Neither we nor the underwriters make any representation as to--

     o   the enforceability of the provision of any promissory note evidencing
         one of the mortgage loans requiring the payment of a prepayment premium
         or yield maintenance charge, or

     o   the collectability of any prepayment premium or yield maintenance
         charge.

     See "Description of the Mortgage Pool--Terms and Conditions of the Trust
Mortgage Loans--Prepayment Provisions" in this prospectus supplement.

TREATMENT OF REO PROPERTIES

     Notwithstanding that any mortgaged property securing a mortgage loan
included in the trust may become an REO Property through foreclosure, deed in
lieu of foreclosure or otherwise, the related mortgage loan will be treated as
having remained outstanding, until the REO Property is liquidated, for purposes
of determining--

     o   payments on the series 2005-GG3 certificates,

     o   allocations of Realized Losses and Additional Trust Fund Expenses to
         the series 2005-GG3 certificates, and

     o   the amount of all fees payable to the master servicer, the special
         servicer and the trustee under the pooling and servicing agreement.

     In connection with the foregoing, that mortgage loan will be taken into
account when determining the Weighted Average Pool Pass-Through Rate and the
Total Principal Payment Amount for each payment date.

     Operating revenues and other proceeds derived from an REO Property will be
applied--

     o   first, to pay, or to reimburse the master servicer, the special
         servicer and/or the trustee for the payment of, some of the costs and
         expenses incurred in connection with the operation and disposition of
         the REO Property, and

     o   thereafter, as collections of principal, interest and other amounts due
         on the related mortgage loan.

     To the extent described under "--Advances of Delinquent Monthly Debt
Service Payments" below, the master servicer, the trustee and the fiscal agent
will be required to advance delinquent monthly debt service payments with
respect to each mortgage loan included in the trust as to which the
corresponding mortgaged property has become an REO Property, in all cases as if
the mortgage loan had remained outstanding.

REDUCTIONS OF CERTIFICATE PRINCIPAL BALANCES IN CONNECTION WITH REALIZED LOSSES
AND ADDITIONAL TRUST FUND EXPENSES

     As a result of Realized Losses and Additional Trust Fund Expenses, the
total Stated Principal Balance of the Mortgage Pool may decline below the total
principal balance of the series 2005-GG3 certificates. If this occurs following
the payments made to the certificateholders on any payment date, then the
respective total principal balances of the following classes of the series
2005-GG3 certificates are to be successively reduced in the following order,
until the total principal balance of those classes of certificates equals the
total Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following that payment date.

                                     S-123


         ORDER OF ALLOCATION                    CLASS
         -------------------            ---------------------
                1st                               P
                2nd                               O
                3rd                               N
                4th                               M
                5th                               L
                6th                               K
                7th                               J
                8th                               H
                9th                               G
               10th                               F
               11th                               E
               12th                               D
               13th                               C
               14th                               B
               15th                              A-J
               16th                A-1, A-2, A-3, A-4, A-5 and A-6,
                                 pro rata based on total outstanding
                                          principal balances

     The reductions in the total principal balances of the respective classes of
series 2005-GG3 certificates with principal balances, as described in the
previous paragraph, will represent an allocation of the Realized Losses and/or
Additional Trust Fund Expenses that caused the particular mismatch in principal
balances between the mortgage loans and those classes of series 2005-GG3
certificates.

     Any amounts similar to Realized Losses or Additional Trust Fund Expenses
that are calculated under the related Pari Passu PSA and intercreditor agreement
and are associated with any of the Loan Groups secured by the Grand Canal
Shoppes at the Venetian or 1370 Avenue of the Americas properties will generally
be allocated pro rata among the corresponding pari passu Companion Loans secured
by such properties. The portion of such Realized Losses or Additional Trust Fund
Expenses that are allocated to the Grand Canal Shoppes at the Venetian or 1370
Avenue of the Americas Trust Loan will be allocated among the series 2005-GG3
certificates in the manner described above.

     The Realized Loss with respect to a liquidated mortgage loan, or related
REO Property, is an amount generally equal to the excess, if any, of:

     o   the outstanding principal balance of the mortgage loan as of the date
         of liquidation, together with all accrued and unpaid interest on the
         mortgage loan to but not including the due date in the collection
         period in which the liquidation occurred (exclusive, however, of any
         portion of that interest that represents Default Interest), over

     o   the total amount of Liquidation Proceeds, if any, recovered in
         connection with the liquidation, net of all related unreimbursed
         servicing advances and unpaid liquidation expenses payable from such
         Liquidation Proceeds;

provided that, in the case of the Grand Canal Shoppes at the Venetian Loan Group
and the 1370 Avenue of the Americas Loan Group any Realized Loss shall also take
into account the principal balance of and application of the net Liquidation
Proceeds referred to in the second bullet of this sentence to the payment of
amounts due in respect of the related Companion Loans.

     If any portion of the debt due under a mortgage loan is forgiven, whether
in connection with a modification, waiver or amendment granted or agreed to by
the master servicer or the special servicer or in connection with the
bankruptcy, insolvency or similar proceeding involving the related borrower, the
amount forgiven, other than Default Interest, also will be treated as a Realized
Loss.

     Some examples of Additional Trust Fund Expenses are:

     o   any special servicing fees, workout fees and liquidation fees paid to
         the special servicer;

                                     S-124


     o   any interest paid to the master servicer, the special servicer, the
         trustee and/or the fiscal agent with respect to unreimbursed advances,
         which interest payment is not covered out of late payment charges and
         Default Interest actually collected on the mortgage loans in the trust;

     o   the cost of various opinions of counsel required or permitted to be
         obtained in connection with the servicing of the mortgage loans
         included in the trust and the administration of the other trust assets
         that is not paid for by the related borrower or covered out of late
         payment charges and Default Interest actually collected on the mortgage
         loans in the trust;

     o   any unanticipated, non-trust mortgage loan specific expense of the
         trust that is not covered out of late payment charges and Default
         Interest actually collected on the mortgage loans in the trust,
         including--

         1.   any reimbursements and indemnifications to the trustee and the
              fiscal agent described under "Description of the Governing
              Documents--Matters Regarding the Trustee" in the accompanying
              prospectus, the fiscal agent having the same rights to indemnity
              and reimbursement as described with respect to the trustee,

         2.   any reimbursements and indemnification to the master servicer, the
              special servicer and us described under "Description of the
              Governing Documents--Matters Regarding the Master Servicer, the
              Special Servicer, the Manager and Us" in the accompanying
              prospectus, and

         3.   any federal, state and local taxes, and tax-related expenses,
              payable out of the trust assets, as described under "Federal
              Income Tax Consequences--REMICs--Prohibited Transactions Tax and
              Other Taxes" in the accompanying prospectus;

     o   rating agency fees, other than on-going surveillance fees, that cannot
         be recovered from the borrower and that are not paid for by the related
         borrower or covered out of late payment charges and Default Interest
         actually collected on the mortgage loans in the trust; and

     o   any amounts expended on behalf of the trust to remediate an adverse
         environmental condition at any mortgaged property securing a defaulted
         mortgage loan as described under "Servicing Under the Pooling and
         Servicing Agreement--Realization Upon Defaulted Mortgage Loans" in this
         prospectus supplement and that are not paid for by the related borrower
         or covered out of late payment charges and Default Interest actually
         collected on the mortgage loans in the trust.

     The Total Principal Payment Amount may from time to time include Recovered
Amounts. In such circumstances, it is possible that the total Stated Principal
Balance of the mortgage pool may exceed the total principal balance of the
series 2005-GG3 principal balance certificates. If and to the extent that any
such excess exists as a result of the payment of Recovered Amounts as principal
on the series 2005-GG3 principal balance certificates, the total principal
balances of one or more classes of series 2005-GG3 principal balance
certificates that had previously been reduced as described above in this
"--Reductions of Certificate Principal Balances in Connection With Realized
Losses and Additional Trust Fund Expenses" section may be increased. Any such
increases would be made among the respective classes of series 2005-GG3
principal balance certificates in the reverse order that such reductions had
been made (i.e., such increases would be made in descending order of seniority);
provided that such increases may not result in the total principal balance of
the series 2005-GG3 principal balance certificates being in excess of the Stated
Principal Balance of the mortgage pool. Any such increases will also be
accompanied by a reinstatement of the past due interest that would otherwise
have accrued if the reinstated principal amounts had never been written off.

                                     S-125


ADVANCES OF DELINQUENT MONTHLY DEBT SERVICE PAYMENTS

     Except as described below in this section, the master servicer will be
required to make, for each payment date, a total amount of advances of principal
and/or interest generally equal to all monthly and assumed monthly debt service
payments, in each case net of related master servicing fees and workout fees,
that--

     o   were due or deemed due, as the case may be, with respect to the
         mortgage loans (including the Grand Canal Shoppes at the Venetian Trust
         Loan and the 1370 Avenue of the Americas Trust Loan) during the related
         collection period, and

     o   were not paid by or on behalf of the respective borrowers or otherwise
         collected as of the close of business on the last day of the related
         collection period.

     The master servicer will not be required to make any advances of delinquent
monthly debt service payments with respect to any of the Companion Loans.

     If it is determined that an Appraisal Reduction Amount (including such
amounts as calculated under any Pari Passu PSA) exists with respect to any
mortgage loan then the master servicer will reduce the amount of each P&I
advance that it must make with respect to that mortgage loan during the period
that the Appraisal Reduction Amount exists. The amount of any P&I advance
required to be made with respect to any such mortgage loan as to which there
exists an Appraisal Reduction Amount, will equal the product of:

     o   the amount of that P&I advance that would otherwise be required to be
         made for the subject payment date without regard to this sentence and
         the prior sentence, multiplied by

     o   a fraction, the numerator of which is equal to the Stated Principal
         Balance of the mortgage loan, net of the Appraisal Reduction Amount for
         such mortgage loan, and the denominator of which is equal to the Stated
         Principal Balance of the mortgage loan.

     With respect to any payment date, the master servicer will be required to
make P&I advances either out of its own funds or, subject to replacement as and
to the extent provided in the pooling and servicing agreement, funds held in the
master servicer's custodial account that are not required to be paid on the
series 2005-GG3 certificates on that payment date.

     The trustee will be required to make any P&I advance relating to a mortgage
loan that the master servicer is required, but fails, to make. If the trustee
fails to make a required P&I advance, then the fiscal agent will be required to
make the advance. If the fiscal agent makes a P&I advance on behalf of the
trustee, the trustee will not be in default. See "--The Trustee" and "--The
Fiscal Agent" below.

     None of the master servicer, the trustee or the fiscal agent will be
obligated to make any P&I advance that, in its or the special servicer's
judgment, would not ultimately be recoverable out of collections on the related
mortgage loan. The trustee and the fiscal agent will be entitled to rely on the
master servicer's determination that an advance, if made, would not be
ultimately recoverable from collections on the related mortgage loan. See
"Description of the Certificates--Advances" in the accompanying prospectus and
"Servicing Under the Pooling and Servicing Agreement--Custodial Account" in this
prospectus supplement.

     Although the special servicer may determine whether an advance is
nonrecoverable, the special servicer will have no right to make an affirmative
determination that any P&I advance or servicing advance is, or would be,
recoverable. In the absence of a determination by the special servicer that an
advance is nonrecoverable, all determinations of recoverability will remain with
the master servicer, the trustee or the fiscal agent, as applicable.

     A monthly debt service payment will be assumed to be due with respect to:

     o   each mortgage loan that is delinquent with respect to its balloon
         payment beyond the end of the collection period in which its maturity
         date occurs and as to which no arrangements have been agreed to for the
         collection of the delinquent amounts, including an extension of
         maturity; and

     o   each mortgage loan as to which the corresponding mortgaged property has
         become an REO Property.

                                     S-126


     The assumed monthly debt service payment deemed due on any mortgage loan
described in the prior sentence that is delinquent as to its balloon payment,
will equal, for its stated maturity date and for each successive due date that
it remains outstanding and part of the trust, the monthly debt service payment
that would have been due on the mortgage loan on the relevant date if the
related balloon payment had not come due and the mortgage loan had, instead,
continued to amortize and accrue interest according to its terms in effect prior
to that stated maturity date. The assumed monthly debt service payment deemed
due on any mortgage loan described in the second preceding sentence as to which
the related mortgaged property has become an REO Property, will equal, for each
due date that the REO Property remains part of the trust the monthly debt
service payment or, in the case of a mortgage loan delinquent with respect to
its balloon payment, the assumed monthly debt service payment due or deemed due
on the last due date prior to the acquisition of that REO Property.

     With respect to each of the Grand Canal Shoppes at the Venetian Trust Loan
and, after the securitization of the 1370 Avenue of Americas Pari Passu Loans
held by Morgan Stanley Mortgage Capital Inc., the 1370 Avenue of the Americas
Trust Loan, if any master servicer with respect to a securitization of any part
of the related Loan Group makes a non-recoverability determination with respect
to a principal and interest advance, each other master servicer will not be
required to make any principal and interest advance for the loan included in its
trust until the master servicers agree that circumstances have changed such that
any future new advance would not be nonrecoverable.

REIMBURSEMENT OF ADVANCES

     The master servicer, the trustee and the fiscal agent will each be entitled
to recover any advance made by it out of its own funds from collections on the
mortgage loan or related mortgaged property as to which the advance was made.

     If the master servicer, the trustee or the fiscal agent makes any advance
that it or the special servicer subsequently determines will not be recoverable
out of collections on the related mortgage loan or related mortgaged property,
it may obtain reimbursement for that advance, together with interest accrued on
the advance as described in the next paragraph, out of general collections on
the mortgage loans included in the trust and any REO Properties in the trust on
deposit in the master servicer's custodial account from time to time.

     Upon a determination that a previously made advance is not recoverable out
of collections on the related mortgage loan or related mortgaged property,
instead of obtaining reimbursement immediately out of general collections on the
mortgage pool, any of the master servicer, the trustee or the fiscal agent, as
applicable, may, in its sole discretion, elect to obtain reimbursement for such
non-recoverable advance over a period of time (not to exceed six months without
controlling class approval or twelve months in any event), with interest thereon
at the prime rate described below. At any time after such determination, the
master servicer, the trustee or the fiscal agent, as applicable, may, in its
sole discretion, decide to obtain reimbursement out of general collections on
the mortgage pool immediately. The fact that a decision to recover a
non-recoverable advance over time, or not to do so, benefits some classes of
series 2005-GG3 certificateholders to the detriment of other classes of series
2005-GG3 certificateholders will not constitute a violation of the Servicing
Standard or a breach of the terms of the series 2005-GG3 pooling and servicing
agreement by any party thereto, or a violation of any fiduciary duty owed by any
party thereto to the series 2005-GG3 certificateholders. The master servicer's,
the trustee's or the fiscal agent's agreement to defer reimbursement of such
nonrecoverable advances as set forth above is an accommodation to the series
2005-GG3 certificateholders and is not to be construed as an obligation on the
part of the master servicer, the trustee or the fiscal agent or a right of the
series 2005-GG3 certificateholders. Nothing herein will be deemed to create in
the series 2005-GG3 certificateholders a right to prior payment of distributions
over the master servicer's, the trustee's or the fiscal agent's right to
reimbursement for advances (deferred or otherwise) in accordance with the
pooling and servicing agreement. Any requirement of the master servicer, the
trustee or the fiscal agent to make an advance under the pooling and servicing
agreement is intended solely to provide liquidity for the benefit of the
certificateholders and not as credit support or otherwise to impose on any such
person the risk of loss with respect to one or more mortgage loans.

     In addition, the master servicer, the special servicer, the trustee or the
fiscal agent, as applicable, will be entitled to recover any advance that is
outstanding at the time that a mortgage loan is modified that is not repaid in
full by the borrower in connection with such modification but rather becomes an
obligation of the borrower to pay such amounts in the future (such advance,
together with interest thereon, a "WORK-OUT DELAYED REIMBURSEMENT AMOUNT"), out
of collections of principal in the custodial account and, if related to a Loan
Group, the related Loan

                                     S-127


Group Custodial Account, in either case, net of the amount of any principal
collection used to reimburse any nonrecoverable advance and interest thereon as
described in the previous paragraph. The master servicer, the special servicer,
the trustee or the fiscal agent will be permitted to recover a Work-out Delayed
Reimbursement Amount from general collections in the custodial account and, if
related to a Loan Group, the related Loan Group Custodial Account, if the master
servicer, the trustee or the fiscal agent, as applicable, (a) has determined or
the special servicer has determined, that such Work-out Delayed Reimbursement
Amount would not be recoverable out of collections on the related mortgage loan
or (b) has determined or the special servicer has determined, that such Work-out
Delayed Reimbursement Amount would not ultimately be recoverable, along with any
other Work-out Delayed Reimbursement Amounts and non-recoverable advances, out
of the principal portion of future collections on the mortgage loans and the REO
Properties.

     When the master servicer, the trustee or the fiscal agent reimburses itself
out of general collections on the mortgage pool for any advance that it has
determined is not recoverable out of collections on the related mortgage loan,
then that advance (together with accrued interest thereon) will be deemed to be
reimbursed out of payments and other collections of principal on the underlying
mortgage loans otherwise distributable on the series 2005-GG3 principal balance
certificates, prior to being deemed reimbursed out of payments and other
collections of interest on the underlying mortgage loans otherwise distributable
on the series 2005-GG3 certificates. As a result, the Total Principal Payment
Amount for the corresponding payment date would be reduced, to not less than
zero, by the amount of any such reimbursement. Likewise, the total principal
payment amount for the corresponding payment date would be reduced by a Work-Out
Delayed Reimbursement Amount paid from principal collections on the underlying
mortgage loan.

     The master servicer, the trustee and the fiscal agent will each be entitled
to receive interest on advances made by it out of its own funds. That interest
will commence accruing upon the date the applicable advance was made and will
continue to accrue on the amount of each advance, and compounded annually, for
so long as that advance is outstanding at an annual rate equal to the prime rate
as published in the "Money Rates" section of The Wall Street Journal, as that
prime rate may change from time to time.

     Interest accrued with respect to any advance will be payable during the
collection period in which that advance is reimbursed--

     o   first, out of Default Interest and late payment charges collected by
         the trust on the related mortgage loan during that collection period,
         and

     o   then, if and to the extent that the Default Interest and late payment
         charges referred to in the prior bullet are insufficient to cover the
         advance interest, out of any other amounts then on deposit in the
         master servicer's custodial account.

     To the extent not offset by Default Interest and/or late payment charges
accrued and actually collected, interest accrued on outstanding advances will
result in a reduction in amounts payable on one or more classes of the
certificates.

     The co-lender agreement for the 1370 Avenue of the Americas Loan Group
provides that, if any of the master servicer, the special servicer or the
trustee under the 1370 Avenue of the Americas Companion Loan PSA has determined
that a servicing advance made with respect to the Loan Group is not recoverable
out of collections on the related mortgaged property, then the party that made
such advance will be entitled to seek reimbursement with interest thereon from
the holders of the 1370 Avenue of the Americas Trust Loan and the 1370 Avenue of
the Americas Pari Passu Companion Loans for their proportionate shares of such
non-recoverable advance and if such amounts are insufficient to reimburse the
party that made such advance, the full amount of such advance and interest
thereon may be reimbursed out of general collections on the mortgage loans in
either the trust formed under the pooling and servicing agreement or the trust
formed under the 1370 Avenue of the Americas Companion Loan PSA.

     The intercreditor agreement for the Grand Canal Shoppes at the Venetian
Loan Group provides that if any of the master servicer, special servicer,
trustee or fiscal agent under the pooling and servicing agreement entered into
in connection with the securitization of the Grand Canal Shoppes at the Venetian
Pari Passu Companion Loans has determined that a servicing advance made with
respect to the Loan Group is not recoverable out of collections on the

                                     S-128


related mortgaged property, then the party that made such advance will be
entitled to seek reimbursement with interest thereon from the holders of the
Grand Canal Shoppes at the Venetian Trust Loan.

REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION

     Certificateholder Reports. Based solely on information provided in monthly
reports prepared by the master servicer and the special servicer and delivered
to the trustee, the trustee will be required to make available as described
under "--Information Available Electronically" below, on each payment date, to
each registered holder of an offered certificate and, upon request, to each
beneficial owner of an offered certificate held in book-entry form that is
identified to the reasonable satisfaction of the trustee:

     o   A payment date statement substantially in the form of Annex E to this
         prospectus supplement.

     o   A CMSA Loan Periodic Update File, a CMSA Financial File and a CMSA
         Property File setting forth information with respect to the mortgage
         loans and the corresponding mortgaged properties, respectively.

     o   A trust data update report, which is to contain substantially the
         categories of information regarding the mortgage loans set forth on
         Annex A to this prospectus supplement, with that information to be
         presented in tabular format substantially similar to the format
         utilized on those annexes. The Mortgage Pool data update report may be
         included as part of the payment date statement.

     The master servicer or the special servicer, as specified in the pooling
and servicing agreement, is required to deliver to the trustee monthly, and the
trustee is required to make available as described below under "--Information
Available Electronically," a copy of each of the following reports with respect
to the mortgage loans and the corresponding mortgaged properties:

     o   A CMSA Delinquent Loan Status Report.

     o   A CMSA Historical Loan Modification and Corrected Mortgage Loan Report.

     o   A CMSA Historical Liquidation Report.

     o   A CMSA REO Status Report.

     o   A CMSA Servicer Watch List.

     o   A CMSA Loan Level Reserve/LOC Report.

     o   A loan payoff notification report.

     o   A CMSA Comparative Financial Status Report.

     In addition, upon the request of any holder of a series 2005-GG3
certificate or, to the extent identified to the reasonable satisfaction of the
trustee, beneficial owner of an offered certificate, the trustee will be
required to request from the master servicer, and, upon receipt, make available
to the requesting party, during normal business hours at the offices of the
trustee, copies of the following reports required to be prepared and maintained
by the master servicer and/or the special servicer:

     o   with respect to any mortgaged property or REO Property, a CMSA
         Operating Statement Analysis Report; and

     o   with respect to any mortgaged property or REO Property, a CMSA NOI
         Adjustment Worksheet.

     The reports identified in the preceding three paragraphs as CMSA reports
will be in the forms prescribed in the standard Commercial Mortgage Securities
Association investor reporting package. Forms of these reports are available at
the CMSA's internet website, located at www.cmbs.org.

                                     S-129


     Within a reasonable period of time after the end of each calendar year, the
trustee is required to send to each person who at any time during the calendar
year was a series 2005-GG3 certificateholder of record, a report summarizing on
an annual basis, if appropriate, certain items of the monthly payment date
statements relating to amounts distributed to the certificateholder and such
other information as may be required to enable the certificateholder to prepare
its federal income tax returns. The foregoing requirements will be deemed to
have been satisfied to the extent that the information is provided from time to
time pursuant to the applicable requirements of the Internal Revenue Code.

     Absent manifest error of which it is aware, none of the master servicer,
the special servicer or the trustee will be responsible for the accuracy or
completeness of any information supplied to it by a borrower, the depositor
(including information in this prospectus supplement), any mortgage loan seller
or other third party that is included in any reports, statements, materials or
information prepared or provided by the master servicer, the special servicer or
the trustee, as applicable.

     Book-Entry Certificates. If you hold your offered certificates in
book-entry form through DTC, you may obtain direct access to the monthly reports
of the trustee as if you were a certificateholder, provided that you deliver a
written certification to the trustee confirming your beneficial ownership in the
offered certificates. Otherwise, until definitive certificates are issued with
respect to your offered certificates, the information contained in those monthly
reports will be available to you only to the extent that it is made available
through DTC and the DTC participants or is available on the trustee's internet
website. Conveyance of notices and other communications by DTC to the DTC
participants, and by the DTC participants to beneficial owners of the offered
certificates, will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time. We,
the master servicer, the special servicer, the trustee, the fiscal agent and the
series 2005-GG3 certificate registrar are required to recognize as
certificateholders only those persons in whose names the series 2005-GG3
certificates are registered on the books and records of the certificate
registrar.

     Information Available Electronically. The trustee will make available each
month, for the relevant reporting periods, to the series 2005-GG3
certificateholders and beneficial owners of series 2005-GG3 certificates
identified to the reasonable satisfaction of the trustee, the payment date
statement, any Mortgage Pool data update report, any loan payment notification
report, and the mortgage loan information presented in the standard Commercial
Mortgage Securities Association investor reporting package formats via the
trustee's internet website. The trustee's internet website will initially be
located at www.etrustee.net.

     The master servicer also may make some or all of the reports identified in
the preceding paragraph available via its internet website, www.gmaccm.com.

     None of the trustee, the master servicer or the special servicer will make
any representations or warranties as to the accuracy or completeness of, and may
disclaim responsibility for, any information made available by the trustee, the
master servicer or the special servicer, as the case may be, for which it is not
the original source.

     The trustee and the master servicer may require the acceptance of a
disclaimer and an agreement of confidentiality in connection with providing
access to their respective internet websites. Neither the trustee nor the master
servicer will be liable for the dissemination of information made in accordance
with the pooling and servicing agreement.

     At the request of the underwriters, as provided in the pooling and
servicing agreement, the trustee will be required to make available
electronically, on each payment date, to the Trepp Group, Intex Solutions, Inc.,
Charter Research Corporation and any other similar third party information
provider, a copy of the reports made available to the series 2005-GG3
certificateholders.

     Other Information. The pooling and servicing agreement will obligate the
trustee to make available at its offices, during normal business hours, upon
reasonable advance written notice, for review by any holder or beneficial owner
of an offered certificate or any person identified to the trustee as a
prospective transferee of an offered certificate or any interest in that offered
certificate, originals or copies of, among other things, the following items:

                                     S-130


     o   this prospectus supplement, the accompanying prospectus and any other
         disclosure documents relating to the non-offered classes of the series
         2005-GG3 certificates, in the form most recently provided by us or on
         our behalf to the trustee;

     o   the pooling and servicing agreement, each sub-servicing agreement
         delivered to the trustee since the date of initial issuance of the
         offered certificates, and any amendments to those agreements;

     o   all monthly reports of the trustee delivered, or otherwise
         electronically made available, to series 2005-GG3 certificateholders
         since the date of initial issuance of the offered certificates;

     o   all officer's certificates delivered to the trustee by the master
         servicer and/or the special servicer since the date of initial issuance
         of the offered certificates, as described under "Servicing Under the
         Pooling and Servicing Agreement--Evidence as to Compliance" in this
         prospectus supplement;

     o   all accountant's reports delivered to the trustee with respect to the
         master servicer and/or the special servicer since the date of initial
         issuance of the offered certificates, as described under "Servicing
         Under the Pooling and Servicing Agreement--Evidence as to Compliance"
         in this prospectus supplement;

     o   the most recent appraisal, if any, with respect to each mortgaged
         property for a mortgage loan obtained by the master servicer or the
         special servicer and delivered to the trustee;

     o   the mortgage files for the mortgage loans included in the trust,
         including all documents, such as modifications, waivers and amendments
         of such mortgage loans, that are to be added to the mortgage files from
         time to time pursuant to the pooling and servicing agreement;

     o   upon request, the most recent inspection report with respect to each
         mortgaged property with respect to a mortgage loan included in the
         trust prepared by the master servicer or the special servicer and
         delivered to the trustee as described under "Servicing Under the
         Pooling and Servicing Agreement--Inspections; Collection of Operating
         Information" in this prospectus supplement; and

     o   upon request, the most recent quarterly and annual operating statement
         and rent roll for each mortgaged property for a mortgage loan and
         financial statements of the related borrower collected by the master
         servicer or the special servicer and delivered to the trustee as
         described under "Servicing Under the Pooling and Servicing
         Agreement--Inspections; Collection of Operating Information" in this
         prospectus supplement.

     Copies of any and all of the foregoing items will be available from the
trustee upon request. However, the trustee will be permitted to require payment
of a sum sufficient to cover the reasonable costs and expenses of providing the
copies.

     In connection with providing access to or copies of the items described
above, the trustee may require:

     o   in the case of a registered holder of an offered certificate or a
         beneficial owner of an offered certificate held in book-entry form, a
         written confirmation executed by the requesting person or entity, in a
         form reasonably acceptable to the trustee, generally to the effect that
         the person or entity is a registered holder or beneficial owner of
         offered certificates and will keep the information confidential; and

     o   in the case of a prospective purchaser of an offered certificate or any
         interest in that offered certificate, confirmation executed by the
         requesting person or entity, in a form reasonably acceptable to the
         trustee, generally to the effect that the person or entity is a
         prospective purchaser of offered certificates or an interest in offered
         certificates, is requesting the information for use in evaluating a
         possible investment in the offered certificates and will otherwise keep
         the information confidential.

                                     S-131


VOTING RIGHTS

     The voting rights for the series 2005-GG3 certificates will be allocated
among the respective classes of those certificates as follows:

     o   99% of the voting rights will be allocated among the holders of the
         various classes of series 2005-GG3 certificates that have principal
         balances, pro rata in accordance with those principal balances;

     o   1% of the voting rights will be allocated among the holders of the
         interest-only certificates pro rata, based on their respective notional
         amount as of any date of determination; and

     o   0% of the voting rights will be allocated among the holders of the
         class R-I and class R-II certificates.

     Voting rights allocated to a class of series 2005-GG3 certificateholders
will be allocated among those certificateholders in proportion to their
respective percentage interests in that class.

TERMINATION

     The obligations created by the pooling and servicing agreement will
terminate following the earliest of--

     1.  the final payment or advance on, other liquidation of, the last
         mortgage loan or related REO Property remaining in the trust,

     2.  the purchase of all of the mortgage loans and REO Properties remaining
         in the trust by us, the special servicer, any single certificateholder
         or group of certificateholders of the series 2005-GG3 controlling class
         or the master servicer, in that order of preference, and

     3.  after the certificate balances of the class A-1 through class E have
         been reduced to zero, if all of the then outstanding series 2005-GG3
         certificates (excluding class R-I and class R-II certificates) are held
         by a single certificateholder, the exchange of such certificates for
         the remaining mortgage loans in the trust, in accordance with the
         requirements set forth in the pooling and servicing agreement.

     Written notice of termination of the pooling and servicing agreement will
be given to each series 2005-GG3 certificateholder. The final payment with
respect to each series 2005-GG3 certificate will be made only upon surrender and
cancellation of that certificate at the office of the series 2005-GG3
certificate registrar or at any other location specified in the notice of
termination.

     Any purchase by us, the special servicer, any single holder or group of
holders of the controlling class or the master servicer of all the mortgage
loans and REO Properties remaining in the trust is required to be made at a
price equal to:

     o   the sum of--

         1.   the total principal balance of all the mortgage loans then
              included in the trust, other than any mortgage loans as to which
              the mortgaged properties have become REO Properties, together with
              (a) interest, other than Default Interest, on those mortgage
              loans, (b) unreimbursed servicing advances for those mortgage
              loans and (c) unpaid interest on advances made with respect to
              those mortgage loans, and

         2.   the appraised value of all REO Properties then included in the
              trust, minus

     o   solely in the case of a purchase by the master servicer or the special
         servicer, the total of all amounts payable or reimbursable to the
         purchaser under the pooling and servicing agreement.

     The purchase will result in early retirement of the outstanding series
2005-GG3 certificates. However, our right, and the rights of the special
servicer, any single holder or group of holders of the series 2005-GG3
controlling class or the master servicer, to make the purchase is subject to the
requirement that the total Stated Principal Balance of the mortgage loans that
are included in the trust be less than 1.0% of the initial balance of the
mortgage loans included in the trust. The termination price, exclusive of any
portion of the termination price payable or

                                     S-132


reimbursable to any person other than the series 2005-GG3 certificateholders,
will constitute part of the Available P&I Funds for the final payment date. Any
person or entity making the purchase will be responsible for reimbursing the
parties to the pooling and servicing agreement for all reasonable out-of-pocket
costs and expenses incurred by the parties in connection with the purchase.

     With respect to the mortgage loans in the trust that are part of a
Non-Serviced Loan Group, references in the preceding paragraph to the value of
REO Properties in the trust means the value of the trust's proportionate
beneficial interest in any REO Property acquired under the applicable Pari Passu
PSA on behalf of the trust as holder of the mortgage loan.

THE TRUSTEE

     LaSalle Bank National Association, a national banking association, will act
as trustee on behalf of the series 2005-GG3 certificateholders. As of the date
of initial issuance of the offered certificates, the office of the trustee
primarily responsible for administration of the trust assets, its corporate
trust office, is located at 135 South LaSalle Street, Suite 1625, Chicago,
Illinois 60603, Attention: Global Securitization Trust Services Group--Greenwich
Capital Commercial Funding Corp., Commercial Mortgage Trust Series 2005-GG3.

     The trustee is at all times required to be a corporation, bank, trust
company or association organized and doing business under the laws of the U.S.
or any State of the U.S. or the District of Columbia. In addition, the trustee
must at all times--

     o   be authorized under those laws to exercise trust powers,

     o   have a combined capital and surplus of at least $50,000,000, and

     o   be subject to supervision or examination by federal or state banking
         authority.

     If the corporation, bank, trust company or association publishes reports of
condition at least annually, in accordance with law or to the requirements of
the supervising or examining authority, then the combined capital and surplus of
the corporation, bank, trust company or association will be deemed to be its
combined capital and surplus as described in its most recent published report of
condition.

     We, the master servicer, the special servicer and our and their respective
affiliates, may from time to time enter into normal banking and trustee
relationships with the trustee and its affiliates. The trustee and any of its
respective affiliates may hold series 2005-GG3 certificates in their own names.
In addition, for purposes of meeting the legal requirements of some local
jurisdictions, the trustee will have the power to appoint a co-trustee or
separate trustee of all or any part of the trust assets. All rights, powers,
duties and obligations conferred or imposed upon the trustee will be conferred
or imposed upon the trustee and the separate trustee or co-trustee jointly, or
in any jurisdiction in which the trustee shall be incompetent or unqualified to
perform some acts, singly upon the separate trustee or co-trustee who shall
exercise and perform its rights, powers, duties and obligations solely at the
direction of the trustee.

     The trustee will be entitled to a monthly fee for its services, which fee
will--

     o   accrue at the annual rate stated in the pooling and servicing
         agreement,

     o   accrue on the total Stated Principal Balance of the mortgage loans
         included in the trust outstanding from time to time, and

     o   be calculated on a 30/360 Basis.

     The trustee fee is payable out of general collections on the mortgage loans
and any REO Properties in the trust.

     The ratings of the long-term debt obligations of LaSalle Bank National
Association are "A+" by S&P and "Aa3" by Moody's.

                                     S-133


     See also "Description of the Governing Documents--The Trustee," "--Duties
of the Trustee," "--Matters Regarding the Trustee" and "--Resignation and
Removal of the Trustee" in the accompanying prospectus.

THE FISCAL AGENT

     ABN AMRO Bank N.V., a Netherlands banking corporation, will act as fiscal
agent pursuant to the pooling and servicing agreement. The fiscal agent's office
is located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603,
Attention: Global Securitization Trust Services Group--Greenwich Capital
Commercial Funding Corp., Commercial Mortgage Trust 2005-GG3. The duties and
obligations of the fiscal agent consist only of making P&I advances as described
under "--Advances of Delinquent Monthly Debt Service Payments" above and
servicing advances as described under "Servicing Under the Pooling and Servicing
Agreement--Servicing and Other Compensation and Payment of Expenses" in this
prospectus supplement. The fiscal agent will not be liable except for the
performance of those duties and obligations. The fiscal agent will be entitled
to reimbursement for each advance made by it, with interest, in the same manner
and to the same extent as the trustee and the master servicer. The fiscal agent
will be entitled to various rights, protections and indemnities similar to those
afforded to the trustee. The trustee will be responsible for payment of the
compensation of the fiscal agent.

     The ratings of the long-term debt obligations of ABN AMRO Bank N.V. are
"AA-" by S&P and "Aa3" by Moody's.

                        YIELD AND MATURITY CONSIDERATIONS


YIELD CONSIDERATIONS

     General. The yield on any offered certificate will depend on:

     o   the price at which the certificate is purchased by an investor, and

     o   the rate, timing and amount of payments on the certificate.

     The rate, timing and amount of payments on any offered certificate will in
turn depend on, among other things--

     o   the pass-through rate for the certificate, which will be fixed or
         variable, as described in this prospectus supplement,

     o   the rate and timing of principal payments, including principal
         prepayments, and other principal collections on the underlying mortgage
         loans and the extent to which those amounts are to be applied in
         reduction of the principal balance of the certificate,

     o   the rate, timing and severity of Realized Losses and Additional Trust
         Fund Expenses and the extent to which those losses and expenses result
         in the reduction of the principal balance of, or the total payments on,
         the certificate,

     o   the timing and severity of any Net Aggregate Prepayment Interest
         Shortfalls and the extent to which those shortfalls result in the
         reduction of the interest payments on the certificate, and

     o   the purchase of a mortgage loan whether by the applicable mortgage loan
         seller as a result of a material breach of a representation or
         warranty, by the holder of a related Companion Loan, by a holder of the
         fair value purchase option or by a mezzanine lender.

     See "Description of the Offered Certificates--Payments--Calculation of
Pass-Through Rates" and "Description of the Mortgage Pool" in this prospectus
supplement and "--Rate and Timing of Principal Payments" below.

     Rate and Timing of Principal Payments. The yield to maturity on any offered
certificates purchased at a discount or a premium will be affected by the rate
and timing of principal payments made in a reduction of the principal balances
of those certificates. In turn, the rate and timing of principal payments that
are applied in

                                     S-134


reduction of the principal balance of any offered certificate will be directly
related to the rate and timing of principal payments on or with respect to the
underlying mortgage loans. Finally, the rate and timing of principal payments on
or with respect to the underlying mortgage loans will be affected by their
amortization schedules, the dates on which balloon payments are due and the rate
and timing of principal prepayments and other unscheduled collections on them,
including for this purpose, collections made in connection with liquidations of
mortgage loans due to defaults, casualties or condemnations affecting the
mortgaged properties, or purchases or other removals of underlying mortgage
loans from the trust.

     Prepayments and other early liquidations of the underlying mortgage loans
will result in payments on the series 2005-GG3 certificates of amounts that
would otherwise be paid over the remaining terms of the mortgage loans. This
will tend to shorten the weighted average lives of the offered certificates.
Defaults on the underlying mortgage loans, particularly at or near their
maturity dates, may result in significant delays in payments of principal on the
underlying mortgage loans and, accordingly, on the series 2005-GG3 certificates,
while work-outs are negotiated or foreclosures are completed. These delays will
tend to lengthen the weighted average lives of the offered certificates. See
"Servicing Under the Pooling and Servicing Agreement--Modifications, Waivers,
Amendments and Consents" in this prospectus supplement.

     In the event that prepayments and other early liquidations occur with
respect to underlying mortgage loans that have a higher interest rate relative
to the other underlying mortgage loans, the Weighted Average Pool Pass-Through
Rate would decline. Such a decline in the Weighted Average Pool Pass-Through
Rate could cause a corresponding decline in the pass-through rate on those
classes that bear interest at a rate limited by the Weighted Average Pool
Pass-Through Rate and would cause a decline in the pass-through rate on those
classes that bear interest at a rate based on or equal to the Weighted Average
Pool Pass-Through Rate. The pass-through rates on those classes of certificates
may be limited by the Weighted Average Pool Pass-Through Rate even if
prepayments and early liquidations do not occur.

     The extent to which the yield to maturity on any offered certificate may
vary from the anticipated yield will depend upon the degree to which the
certificate is purchased at a discount or premium and when, and to what degree,
payments of principal on the underlying mortgage loans are in turn paid and
result in a reduction of the principal balance of the certificate. If you
purchase your offered certificates at a discount, you should consider the risk
that a slower than anticipated rate of principal payments on the underlying
mortgage loans could result in an actual yield to you that is lower than your
anticipated yield. If you purchase your offered certificate at a premium, you
should consider the risk that a faster than anticipated rate of principal
payments on the underlying mortgage loans could result in an actual yield to you
that is lower than your anticipated yield.

     Because the rate of principal payments on or with respect to the underlying
mortgage loans will depend on future events and a variety of factors, no
assurance can be given as to that rate or the rate of principal prepayments in
particular. We are not aware of any relevant publicly available or authoritative
statistics with respect to the historical prepayment experience of a large group
of real estate loans comparable to those in the Mortgage Pool.

     Even if they are collected and payable on your offered certificates,
prepayment premiums and yield maintenance charges may not be sufficient to
offset fully any loss in yield on your offered certificates attributable to the
related prepayments of the underlying mortgage loans.

     Delinquencies and Defaults on the Mortgage Loans. The rate and timing of
delinquencies and defaults on the underlying mortgage loans will affect the
amount of payments on your offered certificates, the yield to maturity of your
offered certificates and the rate of principal payments on your offered
certificates and the weighted average life of your offered certificates.
Delinquencies on the underlying mortgage loans, unless covered by monthly debt
service advances, may result in shortfalls in payments of interest and/or
principal on your offered certificates for the current month.

     If--

     o   you calculate the anticipated yield to maturity for your offered
         certificates based on an assumed rate of default and amount of losses
         on the underlying mortgage loans that is lower than the default rate
         and amount of losses actually experienced, and

                                     S-135


     o   the additional losses result in a reduction of the total payments on or
         the principal balance of your offered certificates,

then your actual yield to maturity will be lower than you calculated and could,
under some scenarios, be negative.

     The timing of any loss on a liquidated mortgage loan that results in a
reduction of the total payments on or the principal balance of your offered
certificates will also affect your actual yield to maturity, even if the rate of
defaults and severity of losses are consistent with your expectations. In
general, the earlier your loss occurs, the greater the effect on your yield to
maturity.

     Even if losses on the underlying mortgage loans do not result in a
reduction of the total payments on or the principal balance of your offered
certificates, the losses may still affect the timing of payments on, and the
weighted average life and yield to maturity of, your offered certificates.

     In addition, if the master servicer, the special servicer, the trustee or
the fiscal agent reimburses itself out of general collections on the mortgage
pool for any advance that it has determined is not recoverable out of
collections on the related mortgage loan, then to the extent that such
reimbursement is made from collections of principal on the underlying mortgage
loans, that reimbursement will reduce the amount of principal available to be
distributed on the series 2005-GG3 principal balance certificates and will
result in a reduction of the certificate principal balance of the series
2005-GG3 principal balance certificates. See "Description of the Offered
Certificates--Reductions of Certificate Principal Balances in Connection With
Realized Losses and Additional Trust Fund Expenses" in this prospectus
supplement. Likewise, if the master servicer, the special servicer, the trustee
or the fiscal agent reimburses itself out of principal collections on the
mortgage loans for any Work-out Delayed Reimbursement Amounts, that
reimbursement will reduce the amount of principal available to be distributed on
the series 2005-GG3 principal balance certificates on that payment date. Such
reimbursement would have the effect of reducing current payments of principal on
the offered certificates and extending the weighted average life of the offered
certificates.

     Relevant Factors. The following factors, among others, will affect the rate
and timing of principal payments and defaults and the severity of losses on or
with respect to the mortgage loans in the trust:

     o   prevailing interest rates;

     o   the terms of the mortgage loans, including--

         1.   provisions that require the payment of prepayment premiums and
              yield maintenance charges,

         2.   provisions that impose prepayment lock-out periods,

         3.   amortization terms that require balloon payments, and

         4.   provisions requiring amounts held in escrow to be applied to
              prepay the mortgage loan if the borrower does not achieve
              specified targets under the loan documents;

     o   the demographics and relative economic vitality of the areas in which
         the related mortgaged properties are located;

     o   the general supply and demand for commercial and multifamily rental
         space of the type available at the related mortgaged properties in the
         areas in which those properties are located;

     o   the quality of management of the mortgaged properties;

     o   the servicing of the mortgage loans;

     o   possible changes in tax laws; and

     o   other opportunities for investment.

                                     S-136


     See "Risk Factors--Risks Related to the Underlying Mortgage Loans,"
"Description of the Mortgage Pool" and "Servicing Under the Pooling and
Servicing Agreement" in this prospectus supplement and "Description of the
Governing Documents" and "Yield and Maturity Considerations--Yield and
Prepayment Considerations" in the accompanying prospectus.

     The rate of prepayment on the mortgage loans in the trust is likely to be
affected by prevailing market interest rates for real estate loans of a
comparable type, term and risk level. When the prevailing market interest rate
is below the annual rate at which a mortgage loan accrues interest, the related
borrower may have an increased incentive to refinance the mortgage loan.
Conversely, to the extent prevailing market interest rates exceed the annual
rate at which a mortgage loan accrues interest, the related borrower may be less
likely to voluntarily prepay the mortgage loan.

     Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some underlying borrowers may
sell their mortgaged properties in order to realize their equity in those
properties, to meet cash flow needs or to make other investments. In addition,
some underlying borrowers may be motivated by federal and state tax laws, which
are subject to change, to sell their mortgaged properties prior to the
exhaustion of tax depreciation benefits.

     Certain of the mortgage loans provide for a "cash trap" feature under
which, upon the occurrence of certain trigger events, the lender will be
permitted to apply excess cash in the lock box to repay the mortgage loan. The
pooling and servicing agreement will provide that the master servicer will not
be permitted to apply any of such excess funds as a prepayment of the mortgage
loan without the consent of the special servicer.

     A number of the underlying borrowers are partnerships. The bankruptcy of
the general partner in a partnership may result in the dissolution of the
partnership. The dissolution of a borrower partnership, the winding-up of its
affairs and the distribution of its assets could result in an acceleration of
its payment obligations under the related mortgage loan.

     We make no representation or warranty regarding:

     o   the particular factors that will affect the rate and timing of
         prepayments and defaults on the underlying mortgage loans;

     o   the relative importance of those factors;

     o   the percentage of the total principal balance of the underlying
         mortgage loans that will be prepaid or as to which a default will have
         occurred as of any particular date; or

     o   the overall rate of prepayment or default on the underlying mortgage
         loans.

     Unpaid Interest. If the portion of the Available P&I Funds payable with
respect to interest on any class of offered certificates on any payment date is
less than the total amount of interest then payable for the class, the shortfall
will be payable to the holders of those certificates on subsequent payment
dates, subject to the Available P&I Funds on those subsequent payment dates and
the priority of payments described under "Description of the Offered
Certificates--Payments--Priority of Payments" in this prospectus supplement.
That shortfall will not bear interest, however, and will therefore negatively
affect the yield to maturity of that class of offered certificates for so long
as it is outstanding.

     Delay in Payments. Because monthly payments will not be made on the offered
certificates until several days after the due dates for the mortgage loans
during the related collection period, your effective yield will be lower than
the yield that would otherwise be produced by your pass-through rate and
purchase price, assuming that purchase price did not account for a delay.

WEIGHTED AVERAGE LIVES

     The weighted average life of any offered certificate refers to the average
amount of time that will elapse from the date of its issuance until each dollar
to be applied in reduction of the principal balance of that certificate is

                                     S-137


distributed to the investor. For purposes of this prospectus supplement, the
weighted average life of any offered certificate is determined as follows:

     o   multiply the amount of each principal payment on the certificate by the
         number of years from the assumed settlement date to the related payment
         date;

     o   sum the results; and

     o   divide the sum by the total amount of the reductions in the principal
         balance of the certificate.

     Accordingly, the weighted average life of any offered certificate will be
influenced by, among other things, the rate at which principal of the underlying
mortgage loans is paid or otherwise collected or advanced and the extent to
which those payments, collections and/or advances of principal are in turn
applied in reduction of the principal balance of the class of offered
certificates to which the subject certificate belongs.

     As described in this prospectus supplement, the Total Principal Payment
Amount for each payment date will be payable first with respect to the class
A-1, class A-2, class A-3, class A-4, class A-5 and class A-6 certificates until
the total principal balances of those classes are reduced to zero, and will
thereafter be distributable entirely with respect to the other classes series
2005-GG3 certificates with principal balances, sequentially based upon their
relative seniority, in each case until the related principal balance is reduced
to zero. Because of the order in which the Total Principal Payment Amount is
applied, the weighted average lives of the class A-1, class A-2, class A-3,
class A-4, class A-5 and class A-6 certificates may be shorter, and the weighted
average lives of the other classes of series 2005-GG3 certificates with
principal balances may be longer, than would otherwise be the case if the
principal payment amount for each payment date was being paid on a pro rata
basis among the respective classes of certificates with principal balances.

     The tables set forth in Annex D show with respect to each class of offered
certificates--

     o   the weighted average life of that class, and

     o   the percentage of the initial total principal balance of that class
         that would be outstanding after each of the specified dates,

based upon each of the indicated levels of CPR and the Modeling Assumptions.

     We make no representation that--

     o   the mortgage loans in the trust will prepay in accordance with the
         assumptions set forth in this prospectus supplement at any of the CPRs
         shown or at any other particular prepayment rate,

     o   all the mortgage loans in the trust will prepay in accordance with the
         assumptions set forth in this prospectus supplement at the same rate,
         or

     o   mortgage loans in the trust that are in a lock-out/defeasance period, a
         yield maintenance period or declining premium period will not prepay as
         a result of involuntary liquidations upon default or otherwise.

                                 USE OF PROCEEDS

     Substantially all of the proceeds from the sale of the offered certificates
will be used by us to--

     o   purchase the mortgage loans that we will include in the trust, and

     o   pay expenses incurred in connection with the issuance of the series
         2005-GG3 certificates.

                                     S-138


                              CERTAIN LEGAL ASPECTS

     The mortgaged real properties are subject to compliance with various
federal, state, commonwealth and local statutes and regulations. Failure to so
comply (together with an inability to remedy any such failure) could result in
material diminution in the value of a mortgaged real property which could,
together with the limited alternative uses for such mortgaged real property,
result in a failure to realize the full principal amount of the related mortgage
loan. Any failure to comply with such statutes and regulations, however, would
likely result in an event of default by the related borrower under the related
mortgage loan documents, enabling the special servicer to pursue remedies
available by law or under such mortgage loan documents.

ELECTION OF REMEDIES

     The following discussion contains a summary of certain legal aspects of
mortgage loans in Texas and New York (16.3% and 16.2% of the initial mortgage
pool balance, respectively), which is general in nature. The summary does not
purport to be complete and is qualified in its entirety by reference to the
applicable federal, state and Washington, D.C. laws governing the mortgage
loans.

     Texas and New York and various other states have imposed statutory
prohibitions or limitations that limit the remedies of a mortgagee under a
mortgage or a beneficiary under a deed of trust. The mortgage loans are limited
recourse loans and are, therefore, generally not recourse to the borrowers but
limited to the mortgaged real properties. Even if recourse is available pursuant
to the terms of the related mortgage loan, certain states have adopted statutes
which impose prohibitions against or limitations on such recourse. The
limitations described below and similar or other restrictions in other
jurisdictions where mortgaged real properties are located may restrict the
ability of the master servicer or the special servicer, as applicable, to
realize on the related mortgage loan and may adversely affect the amount and
timing of receipts on the related mortgage loan.

     Texas Law. Under Texas law, a deed of trust customarily is foreclosed by
non-judicial process. Judicial process is generally not used. A mortgagee does
not preclude its ability to sue on a recourse note by instituting foreclosure
proceedings. Unless a longer period or other curative rights are provided by the
loan documents, at least 21 days' notice prior to foreclosure is required and
foreclosure sales must be held on the first Tuesday of a calendar month. Absent
contrary provisions in the loan documents, deficiency judgments are obtainable
under Texas law. To determine the amount of any deficiency judgment, a borrower
is given credit for the greater of the actual sale price (excluding trustee's
and other allowable costs) or the fair market value of the property. Under a
relation-back theory, the entire amount of any mechanic's or materialmen's lien
takes priority over the lien of a deed of trust if the lien claimant began work
or delivered its first materials prior to recordation of the deed of trust,
provided that the loan affidavit is timely and properly perfected.

     New York Law. New York law requires a mortgagee to elect either a
foreclosure action or a personal action against the borrower, and to exhaust the
security under the mortgage, or exhaust its personal remedies against the
borrower, before it may bring the other such action. The practical effect of the
election requirement is that lenders will usually proceed first against the
security rather than bringing personal action against the borrower. Other
statutory provisions limit any deficiency judgment against the former borrower
following a judicial sale to the excess of the outstanding debt over the fair
market value of the property at the time of the public sale. The purpose of
these statutes is generally to prevent a mortgagee from obtaining a large
deficiency judgment against the former borrower as a result of low bids or the
absence of bids at the judicial sale.

                         FEDERAL INCOME TAX CONSEQUENCES


GENERAL

     Upon the issuance of the offered certificates, Cadwalader, Wickersham &
Taft LLP, our counsel, will deliver its opinion generally to the effect that,
assuming (i) the making of appropriate elections, (ii) compliance with the
pooling and servicing agreement (iii) the Pari Passu PSAs are each administered
in accordance with its terms and the REMICs formed thereunder continue to
qualify as REMICs, and subject to any other assumptions set forth in the opinion
REMIC I and REMIC II will qualify as a REMIC under the Internal Revenue Code.

                                     S-139


     The assets of REMIC I will generally include--

     o   the mortgage loans included in the trust,

     o   the trust's interest in any REO Properties (or beneficial interests
         therein, in the case of the Non-Serviced Trust Loans) acquired on
         behalf of the series 2005-GG3 certificateholders,

     o   the master servicer's custodial account (or the trust's interest
         therein in the case of a Non-Serviced Trust Loan),

     o   the trust's interest in the special servicer's REO account, and

     o   the trustee's distribution account and interest reserve account.

     For federal income tax purposes,

     o   the separate non-certificated regular interests in REMIC I will be the
         regular interests in REMIC I and will be the assets of REMIC II,

     o   the class R-I certificates will evidence the sole class of residual
         interests in REMIC I,

     o   the class A-1, class A-2, class A-3, class A-4, class A-5, class A-6,
         class A-J, class XP, class XC, class B, class C, class D, class E,
         class F, class G, class H, class J, class K, class L, class M, class N,
         class O and class P certificates will evidence the regular interests
         in, and will generally be treated as debt obligations of, REMIC II, and

     o   the class R-II certificates will evidence the sole class of residual
         interests in REMIC II.

DISCOUNT AND PREMIUM; PREPAYMENT CONSIDERATION

     [It is anticipated that the classes of offered certificates will be treated
for federal income tax purposes as having been issued at a premium.] Whether any
holder of these classes of offered certificates will be treated as holding a
certificate with amortizable bond premium will depend on the certificateholder's
purchase price and the payments remaining to be made on the certificate at the
time of its acquisition by the certificateholder. If you acquire an interest in
any class of offered certificates issued at a premium, you should consider
consulting your own tax advisor regarding the possibility of making an election
to amortize the premium. See "Federal Income Tax Consequences--REMICs--Taxation
of Owners of REMIC Regular Certificates--Premium" in the accompanying
prospectus.

     When determining the rate of accrual of original issue discount, market
discount and amortization of premium, if any, with respect to the series
2005-GG3 certificates for federal income tax purposes, the prepayment assumption
used will be that following any date of determination:

     o   no mortgage loan in the trust will otherwise be prepaid prior to
         maturity, and

     o   there will be no extension of maturity for any mortgage loan in the
         trust.

     For a more detailed discussion of the federal income tax aspects of
investing in the offered certificates, see "Federal Income Tax Consequences" in
each of this prospectus supplement and the accompanying prospectus.

     Prepayment premiums and yield maintenance charges actually collected on the
underlying mortgage loans will be paid on the offered certificates as and to the
extent described in this prospectus supplement. It is not entirely clear under
the Internal Revenue Code when the amount of a prepayment premium or yield
maintenance charge should be taxed to the holder of a class of offered
certificates entitled to that amount. For federal income tax reporting purposes,
the tax administrator will report prepayment premiums or yield maintenance
charges as income to the holders of a class of offered certificates entitled
thereto only after the master servicer's actual receipt of those amounts. The
IRS may nevertheless seek to require that an assumed amount of prepayment
premiums and yield maintenance charges be included in payments projected to be
made on the offered certificates and that the taxable income be reported based
on the projected constant yield to maturity of the offered certificates. In such
event, the

                                     S-140


projected prepayment premiums and yield maintenance charges would be
included prior to their actual receipt by holders of the offered certificates.
If the projected prepayment premiums and yield maintenance charges were not
actually received, presumably the holder of an offered certificate would be
allowed to claim a deduction or reduction in gross income at the time the unpaid
prepayment premiums and yield maintenance charges had been projected to be
received. Moreover, it appears that prepayment premiums and yield maintenance
charges are to be treated as ordinary income rather than capital gain. However,
the correct characterization of the income is not entirely clear. We recommend
you consult your own tax advisors concerning the treatment of prepayment
premiums and yield maintenance charges.

CHARACTERIZATION OF INVESTMENTS IN OFFERED CERTIFICATES

     Except to the extent noted below, the offered certificates will be "real
estate assets" within the meaning of section 856(c)(5)(B) of the Internal
Revenue Code in the same proportion that the assets of the trust would be so
treated. In addition, interest, including original issue discount, if any, on
the offered certificates will be interest described in section 856(c)(3)(B) of
the Internal Revenue Code to the extent that those certificates are treated as
"real estate assets" within the meaning of section 856(c)(5)(B) of the Internal
Revenue Code.

     Most of the mortgage loans to be included in the trust are not secured by
real estate used for residential or other purposes prescribed in section
7701(a)(19)(C) of the Internal Revenue Code. Consequently, the offered
certificates will be treated as assets qualifying under that section to only a
limited extent. Accordingly, investment in the offered certificates may not be
suitable for a thrift institution seeking to be treated as a "domestic building
and loan association" under section 7701(a)(19)(C) of the Internal Revenue Code.
The offered certificates will be treated as "qualified mortgages" for another
REMIC under section 860G(a)(3)(C) of the Internal Revenue Code.

     In addition, most of the mortgage loans that we intend to include in the
trust contain defeasance provisions under which the lender may release its lien
on the collateral securing the mortgage loan in return for the borrower's pledge
of substitute collateral in the form of Government Securities. Generally, under
the Treasury regulations, if a REMIC releases its lien on real property that
secures a qualified mortgage, that mortgage ceases to be a qualified mortgage on
the date the lien is released unless certain conditions are satisfied. In order
for the mortgage loan to remain a qualified mortgage, the Treasury regulations
require that--

     (1) the borrower pledges substitute collateral that consist solely of
         Government Securities;

     (2) the mortgage loan documents allow that substitution;

     (3) the lien is released to facilitate the disposition of the property or
         any other customary commercial transaction, and not as part of an
         arrangement to collateralize a REMIC offering with obligations that are
         not real estate mortgages; and

     (4) the release is not within two years of the startup day of the REMIC.

     Following the defeasance of a mortgage loan, regardless of whether the
foregoing conditions were satisfied, that mortgage loan would not be treated as
a "loan secured by an interest in real property" or a "real estate asset" and
interest on that loan would not constitute "interest on obligations secured by
real property" for purposes of sections 7701(a)(19)(C), 856(c)(5)(B) and
856(c)(3)(B) of the Internal Revenue Code, respectively.

     See "Description of the Mortgage Pool" in this prospectus supplement and
"Federal Income Tax Consequences--REMICs--Characterization of Investments in
REMIC Certificates" in the accompanying prospectus.

     For further information regarding the federal income tax consequences of
investing in the offered certificates, see "Federal Income Tax Consequences--
REMICs" in the accompanying prospectus.

                                     S-141


                          CERTAIN ERISA CONSIDERATIONS

     If you are--

     o   a fiduciary of a Plan, or

     o   any other person investing "plan assets" of any Plan,

you should carefully review with your legal advisors whether the purchase or
holding of an offered certificate would be a "prohibited transaction" or would
otherwise be impermissible under ERISA or section 4975 of the Internal Revenue
Code. See "Certain ERISA Considerations" in the accompanying prospectus.

     If a Plan acquires a series 2005-GG3 certificate, the underlying assets of
the trust fund will be deemed for purposes of ERISA to be assets of the
investing Plan, unless certain exceptions apply. See "Certain ERISA
Considerations--Plan Asset Regulations" in the accompanying prospectus. However,
we cannot predict in advance, nor can there be any continuing assurance, whether
those exceptions may be applicable because of the factual nature of the rules
set forth in the Plan Asset Regulations. For example, one of the exceptions in
the Plan Asset Regulations states that the underlying assets of an entity will
not be considered "plan assets" if less than 25% of the value of each class of
equity interests is held by "benefit plan investors," which include Plans, as
well as employee benefit plans not subject to ERISA, such as governmental plans,
but this exception will be tested immediately after each acquisition of a series
2005-GG3 certificate, whether upon initial issuance or in the secondary market.
Because there are no relevant restrictions on the purchase and transfer of the
series 2005-GG3 certificates by Plans, it cannot be assured that benefit plan
investors will own less than 25% of each class of the series 2005-GG3
certificates.

     If one of the exceptions in the Plan Asset Regulations applies, the
prohibited transaction provisions of ERISA and the Internal Revenue Code will
not apply to transactions involving the trust's underlying assets. However, if
the trust is a Party in Interest with respect to the Plan, the acquisition or
holding of offered certificates by that Plan could result in a prohibited
transaction, unless the Underwriter Exemption, as discussed below, or some other
exemption is available.

     The U.S. Department of Labor issued an individual prohibited transaction
exemption to Greenwich Capital Markets, Inc., which exemption is identified as
Prohibited Transaction Exemption 90-59. Subject to the satisfaction of
conditions set forth in the Underwriter Exemption, it generally exempts from the
application of the prohibited transaction provisions of sections 406(a) and (b)
and 407(a) of ERISA, and the excise taxes imposed on these prohibited
transactions under sections 4975(a) and (b) of the Internal Revenue Code,
specified transactions relating to, among other things--

     o   the servicing and operation of pools of real estate loans, such as the
         Mortgage Pool, and

     o   the purchase, sale and holding of mortgage pass-through certificates,
         such as the offered certificates, that are underwritten by an
         Exemption-Favored Party.

     The Underwriter Exemption sets forth five general conditions which must be
satisfied for a transaction involving the purchase, sale and holding of an
offered certificate to be eligible for exemptive relief under the exemption. The
conditions are as follows:

     o   first, the acquisition of the certificate by a Plan must be on terms
         that are at least as favorable to the Plan as they would be in an
         arm's-length transaction with an unrelated party;

     o   second, at the time of its acquisition by the Plan, the certificate
         must be rated in one of the four highest generic rating categories by
         S&P, Fitch, Inc. or Moody's;

     o   third, the trustee cannot be an affiliate of any other member of the
         Restricted Group other than an underwriter;

                                     S-142


     o   fourth, the following must be true--

         1.   the sum of all payments made to and retained by Exemption-Favored
              Parties must represent not more than reasonable compensation for
              underwriting the relevant class of certificates,

         2.   the sum of all payments made to and retained by us in connection
              with the assignment of mortgage loans to the trust must represent
              not more than the fair market value of the obligations, and

         3.   the sum of all payments made to and retained by the master
              servicer, the special servicer and any sub-servicer must represent
              not more than reasonable compensation for that person's services
              under the pooling and servicing agreement and reimbursement of
              that person's reasonable expenses in connection therewith; and

     o   fifth, the investing Plan must be an accredited investor as defined in
         Rule 501(a)(1) of Regulation D under the Securities Act of 1933, as
         amended.

     It is a condition of their issuance that the each class of offered
certificates receive an investment grade rating from each of S&P and Moody's. In
addition, the initial trustee is not an affiliate of any other member of the
Restricted Group. Accordingly, as of the date of initial issuance of the
certificates, the second and third general conditions set forth above will be
satisfied with respect to the offered certificates. A fiduciary of a Plan
contemplating the purchase of an offered certificate in the secondary market
must make its own determination that, at the time of the purchase, the
certificate continues to satisfy the second and third general conditions set
forth above. A fiduciary of a Plan contemplating the purchase of an offered
certificate, whether in the initial issuance of the certificate or in the
secondary market, must make its own determination that the first and fourth
general conditions set forth above will be satisfied with respect to the
certificate as of the date of the purchase. A Plan's authorizing fiduciary will
be deemed to make a representation regarding satisfaction of the fifth general
condition set forth above in connection with the purchase of an offered
certificate.

     The Underwriter Exemption also requires that the trust meet the following
requirements:

     o   the trust assets must consist solely of assets of the type that have
         been included in other investment pools;

     o   certificates evidencing interests in those other investment pools must
         have been rated in one of the four highest generic categories of S&P,
         Fitch, Inc. or Moody's for at least one year prior to the Plan's
         acquisition of an offered certificate; and

     o   certificates evidencing interests in those other investment pools must
         have been purchased by investors other than Plans for at least one year
         prior to any Plan's acquisition of an offered certificate.

     We believe that these requirements have been satisfied as of the date of
this prospectus supplement.

     If the general conditions of the Underwriter Exemption are satisfied, it
may provide an exemption from the restrictions imposed by sections 406(a) and
407(a) of ERISA, as well as the excise taxes imposed by sections 4975(a) and (b)
of the Internal Revenue Code by reason of sections 4975(c)(1)(A) through (D) of
the Internal Revenue Code, in connection with--

     o   the direct or indirect sale, exchange or transfer of an offered
         certificate acquired by a Plan upon initial issuance from us or an
         Exemption-Favored Party when we are, or any mortgage loan seller, the
         trustee, the master servicer, the special servicer or any sub-servicer,
         provider of credit support, Exemption-Favored Party or mortgagor is, a
         Party in Interest with respect to the investing Plan,

     o   the direct or indirect acquisition or disposition in the secondary
         market of an offered certificate by a Plan, and

     o   the continued holding of an offered certificate by a Plan.

                                     S-143


     However, no exemption is provided from the restrictions of sections
406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of an
offered certificate on behalf of a Plan sponsored by any member of the
Restricted Group, if such acquisition or holding is by any person who has
discretionary authority or renders investment advice with respect to the assets
of that Plan.

     Moreover, if the general conditions of the Underwriter Exemption, as well
as other conditions set forth in the Underwriter Exemption, are satisfied, it
may also provide an exemption from the restrictions imposed by sections
406(b)(1) and (b)(2) of ERISA and the taxes imposed by sections 4975(a) and (b)
of the Internal Revenue Code, by reason of section 4975(c)(1)(E) of the Internal
Revenue Code, in connection with:

     o   the direct or indirect sale, exchange or transfer of offered
         certificates in the initial issuance of those certificates between us
         or an Exemption-Favored Party and a Plan when the person who has
         discretionary authority or renders investment advice with respect to
         the investment of the assets of the Plan in those certificates is a
         borrower, or an affiliate of a borrower, with respect to 5.0% or less
         of the fair market value of the underlying mortgage loans;

     o   the direct or indirect acquisition or disposition in the secondary
         market of offered certificates by a Plan; and

     o   the continued holding of offered certificates by a Plan.

     Further, if the general conditions of the Underwriter Exemption, as well as
other conditions set forth in the Underwriter Exemption are satisfied, it may
provide an exemption from the restrictions imposed by sections 406(a), 406(b)
and 407(a) of ERISA, and the taxes imposed by sections 4975(a) and (b) of the
Internal Revenue Code by reason of section 4975(c) of the Internal Revenue Code,
for transactions in connection with the servicing, management and operation of
the trust assets.

     Lastly, if the general conditions of the Underwriter Exemption are
satisfied, it may also provide an exemption from the restrictions imposed by
sections 406(a) and 407(a) of ERISA, and the taxes imposed by sections 4975(a)
and (b) of the Internal Revenue Code, by reason of sections 4975(c)(1)(A)
through (D) of the Internal Revenue Code, if the restrictions are deemed to
otherwise apply merely because a person is deemed to be a Party in Interest with
respect to an investing plan by virtue of--

     o   providing services to the Plan, or

     o   having a specified relationship to this person,

     solely as a result of the Plan's ownership of offered certificates.

     Before purchasing an offered certificate, a fiduciary of a Plan should
itself confirm that:

     o   the offered certificates are "securities" for purposes of the
         Underwriter Exemption, and

     o   the general and other conditions set forth in the Underwriter
         Exemption, and the other requirements set forth in the Underwriter
         Exemption, would be satisfied at the time of the purchase.

     A governmental plan as defined in section 3(32) of ERISA is not subject to
ERISA or section 4975 of the Internal Revenue Code. However, a governmental plan
may be subject to a federal, state or local law which is, to a material extent,
similar to the foregoing provisions of ERISA or the Internal Revenue Code. A
fiduciary of a governmental plan should make its own determination as to the
need for and the availability of any exemptive relief under any similar law.

     Any fiduciary of a Plan considering whether to purchase an offered
certificate on behalf of that Plan should consult with its counsel regarding the
applicability of the fiduciary responsibility and prohibited transaction
provisions of ERISA and the Internal Revenue Code to the investment.

     The sale of offered certificates to a Plan is in no way a representation or
warranty by us or any of the underwriters that--

                                     S-144


     o   the investment meets all relevant legal requirements with respect to
         investments by Plans generally or by any particular Plan, or

     o   the investment is appropriate for Plans generally or for any particular
         Plan.

                                LEGAL INVESTMENT

     Upon initial issuance, and for so long as such certificates are rated in
one of the two highest rating categories by at least one nationally recognized
statistical rating organization, the class A-1, class A-2, class A-3, class A-4,
class A-5, class A-6, class A-J, class B and class C certificates will be
mortgage related securities for purposes of SMMEA.

     Neither we nor any of the underwriters makes any representation as to the
ability of particular investors to purchase the offered certificates under
applicable legal investment or other restrictions. All institutions whose
investment activities are subject to legal investment laws and regulations,
regulatory capital requirements or review by regulatory authorities should
consult with their own legal advisors in determining whether and to what extent
the offered certificates--

     o   are legal investments for them, or

     o   are subject to investment, capital or other restrictions.

     The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, prudent investor provisions, percentage-of-assets limits and provisions
which may restrict or prohibit investment in securities which are not interest
bearing or income paying.

     There may be other restrictions on the ability of investors, including
depository institutions, either to purchase offered certificates or to purchase
offered certificates representing more than a specified percentage of the
investor's assets. Investors should consult their own legal advisors in
determining whether and to what extent the offered certificates are legal
investments for them.

     See "Legal Investment" in the accompanying prospectus.

                             METHOD OF DISTRIBUTION

     Subject to the terms and conditions of an underwriting agreement between us
and the underwriters, Greenwich Capital Markets, Inc. and Goldman, Sachs & Co.
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse
First Boston LLC and Wachovia Capital Markets, LLC have, severally and not
jointly, agreed to purchase from us, and we have agreed to sell to each of them
the respective certificate principal balance of each class of the offered
certificates set forth below.



                GREENWICH                                                            CREDIT SUISSE       WACHOVIA
                 CAPITAL          GOLDMAN,      BANC OF AMERICA    BEAR, STEARNS     FIRST BOSTON        CAPITAL
   CLASS      MARKETS, INC.     SACHS & CO.     SECURITIES, LLC      & CO. INC.           LLC          MARKETS, LLC
   -----      -------------     -----------     ---------------    --------------    --------------    ------------

    A-1                   $                $                 $                 $                 $                $
    A-2                   $                $                 $                 $                 $                $
    A-3                   $                $                 $                 $                 $                $
    A-4                   $                $                 $                 $                 $                $
    A-5                   $                $                 $                 $                 $                $
    A-6                   $                $                 $                 $                 $                $
    A-J                   $                $                 $                 $                 $                $
     B                    $                $                 $                 $                 $                $
     C                    $                $                 $                 $                 $                $
     D                    $                $                 $                 $                 $                $
     E                    $                $                 $                 $                 $                $


                                     S-145


     Proceeds to us from the sale of the offered certificates, before deducting
expenses payable by us, will be approximately      % of the total principal
balance of the offered certificates, plus accrued interest on all the offered
certificates from February 1, 2005. It is expected that delivery of the offered
certificates will be made to the underwriters in book-entry form through the
same day funds settlement system of DTC on or about February 10, 2005, against
payment for them in immediately available funds.

     The underwriting agreement provides that the obligations of the
underwriters to pay for and accept delivery of the offered certificates is
subject to, among other things:

     o   the receipt of various legal opinions; and

     o   the satisfaction of various conditions, including that--

         1.   no stop order suspending the effectiveness of our registration
              statement is in effect, and

         2.   no proceedings for the purpose of obtaining a stop order are
              pending before or threatened by the SEC.

     The underwriters currently intend to sell the offered certificates from
time to time in one or more negotiated transactions or otherwise at varying
prices to be determined at the time of sale. The underwriters may accomplish
these transactions by selling the offered certificates to or through dealers,
and the dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the underwriters. The underwriters may be deemed
to have received compensation from us, in connection with the sale of the
offered certificates, in the form of underwriting compensation. The underwriters
and any dealers that participate with the underwriters in the distribution of
the offered certificates may be deemed to be statutory underwriters and any
profit on the resale of the offered certificates positioned by them may be
deemed to be underwriting discounts and commissions under the Securities Act of
1933, as amended.

     The underwriting agreement provides that we will indemnify the
underwriters, and that under limited circumstances the underwriters will
indemnify us, against various civil liabilities under the Securities Act of
1933, as amended, relating to the disclosure in this prospectus supplement, the
accompanying prospectus or our registration statement.

     We have also been advised by the underwriters that they presently intend to
make a market in the offered certificates. The underwriters have no obligation
to do so, however, and any market making may be discontinued at any time. There
can be no assurance that an active public market for the offered certificates
will develop. See "Risk Factors--Lack of Liquidity Will Impair Your Ability to
Sell Your Offered Certificates and May Have an Adverse Effect on the Market
Value of Your Offered Certificates" in the accompanying prospectus.

     With respect to this offering--

     o   Greenwich Capital Markets, Inc., one of our affiliates and an affiliate
         of a Mortgage Loan Seller, and Goldman, Sachs & Co., an affiliate of a
         Mortgage Loan Seller, are acting as co-lead bookrunning managers, and

     o   Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse
         First Boston LLC and Wachovia Capital Markets, LLC are acting as
         co-managers.

     With respect to the mortgage loan identified on Annex A to this prospectus
supplement as 1440 Broadway, representing 6.2% of the initial mortgage pool
balance, a minority of the economic interests in the borrower is owned by an
entity affiliated with Credit Suisse First Boston LLC, one of the co-managers.

     The trust fund described in this prospectus supplement is a collective
investment scheme as defined in the Financial Services and Markets Act 2000
("FSMA") of the United Kingdom. It has not been authorized, or otherwise
recognized or approved, by the United Kingdom's Financial Services Authority
and, as an unregulated collective investment scheme, accordingly cannot be
marketed in the United Kingdom to the general public. This prospectus supplement
must not be acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this prospectus supplement relates,
including the offered certificates, is available only to Relevant Persons and
will be engaged in only with Relevant Persons. Potential investors in the United

                                     S-146


Kingdom are advised that all, or most, of the protections afforded by the United
Kingdom regulatory system will not apply to an investment in the trust fund and
that compensation will not be available under the United Kingdom Financial
Services Compensation Scheme.

                                  LEGAL MATTERS

     Particular legal matters relating to the certificates will be passed upon
for us and the underwriters by Cadwalader, Wickersham & Taft LLP, New York, New
York.

                                     RATINGS

     It is a condition to their issuance that the respective classes of offered
certificates be rated as follows:

                CLASS              S&P           MOODY'S
                -----              ---           -------
                 A-1               AAA             Aaa
                 A-2               AAA             Aaa
                 A-3               AAA             Aaa
                 A-4               AAA             Aaa
                 A-5               AAA             Aaa
                 A-6               AAA             Aaa
                 A-J               AAA             Aaa
                  B                AA              Aa2
                  C                AA-             Aa3
                  D                 A               A2
                  E                A-               A3

     The ratings on the offered certificates address the likelihood of the
timely receipt by the holders of all payments of interest to which they are
entitled on each payment date and the ultimate receipt by the holders of all
payments of principal to which those holders are entitled on or before the
related rated final payment date. The ratings take into consideration the credit
quality of the Mortgage Pool, structural and legal aspects associated with the
offered certificates, and the extent to which the payment stream from the
Mortgage Pool is adequate to make payments of interest and principal required
under the offered certificates.

     The ratings on the respective classes of offered certificates do not
represent any assessment of--

     o   the tax attributes of the offered certificates or of the trust,

     o   whether or to what extent prepayments of principal may be received on
         the underlying mortgage loans,

     o   the likelihood or frequency of prepayments of principal on the
         underlying mortgage loans,

     o   the degree to which the amount or frequency of prepayments of principal
         on the underlying mortgage loans might differ from those originally
         anticipated,

     o   whether or to what extent the interest payable on any class of offered
         certificates may be reduced in connection with Net Aggregate Prepayment
         Interest Shortfalls,

     o   whether and to what extent prepayment premiums, yield maintenance
         charges or Default Interest will be received, and

     o   the yield to maturity that investors may experience.

     There can be no assurance as to whether any rating agency not requested to
rate the offered certificates will nonetheless issue a rating to any class of
offered certificates and, if so, what the rating would be. A rating assigned to
any class of offered certificates by a rating agency that has not been requested
by us to do so may be lower than the rating assigned thereto by S&P or Moody's.

                                     S-147


     The ratings on the offered certificates should be evaluated independently
from similar ratings on other types of securities. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time by the assigning rating organization. Each security
rating should be evaluated independently of any other security rating. See
"Rating" in the accompanying prospectus.




                                     S-148


                                    GLOSSARY

     The following capitalized terms will have the respective meanings assigned
to them in this "Glossary" section whenever they are used in this prospectus
supplement, including in Annexes A and B to this prospectus supplement.

     "1370 AVENUE OF THE AMERICAS COMPANION LOAN PSA" means the pooling and
servicing agreement expected to be entered into in connection with the
securitization of the 1370 Avenue of the Americas Pari Passu Companion Loans.

     "1370 AVENUE OF THE AMERICAS LOAN GROUP" means, collectively, the three
mortgage loans secured by one mortgaged property located at 1370 Avenue of the
Americas, New York, New York. These loans are pari passu with each other (the
1370 Avenue of the Americas Trust Loan and the 1370 Avenue of the Americas Pari
Passu Companion Loans).

     "1370 AVENUE OF THE AMERICAS PARI PASSU COMPANION LOANS" means the two
mortgage loans that are part of a split loan structure secured by the 1370
Avenue of the Americas property and that are pari passu with the 1370 Avenue of
the Americas Trust Loan but are not assets of the trust.

     "1370 AVENUE OF THE AMERICAS TRUST LOAN" means the mortgage loan that is
included in the trust and identified as Control No. 14 on Annex A to this
prospectus supplement. The 1370 Avenue of the Americas Trust Loan is pari passu
with the 1370 Avenue of the Americas Pari Passu Companion Loans.

     "2004-GG2 FISCAL AGENT" means ABN AMRO Bank N.V., as fiscal agent, under
the 2004-GG2 PSA.

     "2004-GG2 MASTER SERVICER" means Wells Fargo Bank, National Association, as
master servicer, under the 2004-GG2 PSA.

     "2004-GG2 PSA" means the pooling and servicing agreement dated as of August
1, 2004 among GS Mortgage Securities Corporation II, as depositor, Wells Fargo
Bank, National Association, as master servicer, Lennar Partners, Inc., as
special servicer, LaSalle Bank National Association, as trustee and ABN AMRO
Bank N.V., as fiscal agent, relating to the GS Mortgage Securities Corporation
II, Commercial Mortgage Pass-Through Certificates, Series 2004-GG2.

     "2004-GG2 SPECIAL SERVICER" means Lennar Partners, Inc., as special
servicer, under the 2004-GG2 PSA.

     "2004-GG2 TRUST" means the trust created pursuant to the 2004-GG2 PSA.

     "2004-GG2 TRUSTEE" means LaSalle Bank National Association, as trustee,
under the 2004-GG2 PSA.

     "30/360 BASIS" means the accrual of interest based on a 360-day year
consisting of twelve 30-day months.

     "ACTUAL/360 BASIS" means the accrual of interest based on the actual number
of days elapsed during each one-month accrual period in a year assumed to
consist of 360 days.

     "ADDITIONAL TRUST FUND EXPENSE" means an expense of the trust that--

     o   arises out of a default on a mortgage loan or an otherwise
         unanticipated event,

     o   is not required to be paid by any party to the pooling and servicing
         agreement,

     o   is not included in the calculation of a Realized Loss,

     o   is not covered by a servicing advance or a corresponding collection
         from the related borrower and is not offset by late payment charges
         and/or Default Interest on the Mortgage Pool, and

     o   causes a shortfall in the payments of interest or principal on any
         class of series 2005-GG3 certificates.

                                     S-149


     We provide some examples of Additional Trust Fund Expenses under
"Description of the Offered Certificates--Reductions of Certificate Principal
Balances in Connection With Realized Losses and Additional Trust Fund Expenses"
in this prospectus supplement.

     "ADMINISTRATIVE FEE RATE" means, with respect to each mortgage loan in the
trust, the sum of the master servicing fee rate, the primary servicing fee rate
and the per annum rate at which the monthly fee of the trustee is calculated.

     "APPRAISAL REDUCTION AMOUNT" means, for any mortgage loan in the trust
(other than a Non-Serviced Loan Group) as to which an Appraisal Trigger Event
has occurred, an amount that will equal the excess, if any, of "x" over "y"
where--

     o   "x" is equal to the sum of:

         1.   the Stated Principal Balance of the mortgage loan;

         2.   to the extent not previously advanced by or on behalf of the
              master servicer, the trustee or the fiscal agent, all unpaid
              interest, other than any Default Interest, accrued on the mortgage
              loan through the most recent due date prior to the date of
              determination;

         3.   all accrued but unpaid special servicing fees, liquidation fees
              and workout fees with respect to the mortgage loan;

         4.   all related unreimbursed advances made by or on behalf of the
              master servicer, the special servicer, the trustee or the fiscal
              agent with respect to the mortgage loan, together with interest on
              those advances as permitted under the pooling and servicing
              agreement;

         5.   any other unpaid Additional Trust Fund Expenses in respect of the
              mortgage loan; and

         6.   all currently due and unpaid real estate taxes and assessments,
              insurance premiums and, if applicable, ground rents and any
              unfunded improvement and other applicable reserves, with respect
              to the related mortgaged property, net of any escrow reserves held
              by the master servicer or the special servicer which covers any
              such item; and

     o   "y" is equal to the sum of:

         1.   the excess, if any, of--

              (a) 90% of the resulting appraised or estimated value (as it may
                  be adjusted downward by the special servicer in accordance
                  with the Servicing Standard (without implying any duty to do
                  so) based upon its review of the appraisal or estimate and
                  such other information as it may deem appropriate) of the
                  related mortgaged property or REO Property, over

              (b) the amount of any obligations secured by liens on the property
                  that are prior to the lien of the mortgage loan;

         2.   the amount of escrow payments and reserve funds held by the master
              servicer with respect to the mortgage loan that--

              (a) are not required to be applied to pay real estate taxes and
                  assessments, insurance premiums or ground rents,

              (b) are not otherwise scheduled to be applied (except to pay debt
                  service on the mortgage loan) within the next 12 months, and

              (c) may be used to reduce the principal balance of the mortgage
                  loan; and

         3.   the amount of any letter of credit that constitutes additional
              security for the mortgage loan that may be used to reduce the
              principal balance of the mortgage loan.

                                     S-150


     If, however--

     o   an Appraisal Trigger Event occurs with respect to any mortgage loan in
         the trust,

     o   no appraisal or other valuation estimate, as described under "Servicing
         Under the Pooling and Servicing Agreement--Required Appraisals," is
         obtained or performed within 60 days after the occurrence of that
         Appraisal Trigger Event, and

     o   either--

         1.   no comparable appraisal or other valuation, or update of a
              comparable appraisal or other valuation, had been obtained or
              performed during the 12-month period prior to that Appraisal
              Trigger Event, or

         2.   there has been a material change in the circumstances surrounding
              the related mortgaged property subsequent to any earlier appraisal
              or other valuation, or any earlier update of an appraisal or other
              valuation, that, in the special servicer's judgment, materially
              affects the value of the property,

then until the required appraisal or other valuation is obtained or performed,
the Appraisal Reduction Amount for the subject mortgage loan will equal 25% of
the Stated Principal Balance of that mortgage loan. After receipt of the
required appraisal or other valuation, the special servicer will determine the
Appraisal Reduction Amount, if any, for the subject mortgage loan as described
in the first sentence of this definition. For purposes of this definition, each
mortgage loan that is part of a group of cross-collateralized mortgage loans
will be treated separately for purposes of calculating any Appraisal Reduction
Amount.

     Each Loan Group will be treated as a single mortgage loan for purposes of
calculating an Appraisal Reduction Amount with respect to those loans.

     "APPRAISAL TRIGGER EVENT" means, with respect to any mortgage loan in the
trust (other than a Non-Serviced Loan Group), any of the following events:

     o   the mortgage loan has been modified by the special servicer in a manner
         that--

         1.   affects that amount or timing of any payment of principal or
              interest due on it, other than, or in addition to, bringing
              monthly debt service payments current with respect to the mortgage
              loan,

         2.   except as expressly contemplated by the related loan documents,
              results in a release of the lien of the related mortgage
              instrument on any material portion of the related mortgaged
              property without a corresponding principal prepayment in an
              amount, or the delivery by the related borrower of substitute real
              property collateral with a fair market value, that is not less
              than the fair market value of the property to be released, or

         3.   in the judgment of the special servicer, otherwise materially
              impairs the security for the mortgage loan or reduces the
              likelihood of timely payment of amounts due on the mortgage loan;

     o   the mortgage loan is 60 days or more delinquent in respect of any
         monthly debt service payment (other than a balloon payment);

     o   solely in the case of a delinquent balloon payment, the related
         borrower has failed to make when due any balloon payment; provided,
         however, if (x) the related borrower is actively seeking a refinancing
         commitment, and (y) the related borrower continues to make payments in
         the amount of its monthly payment and (z) the directing holder
         consents, an Appraisal Trigger Event will not occur until 60 days
         beyond the related maturity date; and provided, further, if the related
         borrower has delivered to the master servicer, on or before the 60th
         day after the related maturity date, a refinancing commitment
         reasonably acceptable to the master servicer, and the borrower
         continues to make its payments in the amount of its monthly payments,
         an Appraisal Trigger Event will not occur until the earlier of (i) 120
         days beyond the related maturity date and (ii) the termination of the
         refinancing commitment; a receiver is appointed and continues for 60
         days in that capacity in respect of the mortgaged property securing the
         mortgage loan;

                                     S-151


     o   the related borrower becomes the subject of (1) voluntary bankruptcy,
         insolvency or similar proceedings or (2) involuntary bankruptcy,
         insolvency or similar proceedings that remain undismissed for 60 days;

     o   the mortgaged property securing the mortgage loan becomes an REO
         Property; or

     o   the mortgage loan remains outstanding five years after any extension of
         its maturity.

     "ARCHON" means Archon Financial, L.P.

     "ARCHON LOANS" means the mortgage loans originated by Archon.

     "AVAILABLE P&I FUNDS" means the total amount available to make payments of
interest and principal on the series 2005-GG3 certificates on each payment date.

     "BALLOON LOAN" means any mortgage loan in the trust fund that by its
original terms or by virtue of any modification entered into as of the issue
date for the series 2005-GG3 certificates provides for an amortization schedule
extending beyond its stated maturity date and as to which, in accordance with
such terms, the scheduled payment due on its stated maturity date is
significantly larger than the scheduled payment due on the due date next
preceding its stated maturity date.

     "CERCLA" means the Federal Comprehensive Environmental, Response,
Compensation and Liability Act of 1980, as amended.

     "CLEARSTREAM" means Clearstream Banking, societe anonyme.

     "COMMERZBANK" means Commerzbank AG, New York Branch.

     "COMPANION LOAN" means a mortgage loan that is part of a Loan Group but is
not included in the trust. A subordinate Companion Loan is a Companion Loan as
to which subsequent to either (i) a monetary event of default with respect to
the Loan Group or (ii) a material non-monetary event of default with respect to
the Loan Group, the mortgage loan in the trust is senior in right of payment to
the Companion Loan. A pari passu Companion Loan is a Companion Loan that is pari
passu in right of payment to a mortgage loan in the Trust.

     "COMPANION LOAN HOLDER(S)" means the holder of a note evidencing a
Companion Loan.

     "COMPANION LOAN SECURITIES" means any securities issued in connection with
a securitization of any Companion Loan.

     "CONDEMNATION PROCEEDS" means all proceeds and other amounts received in
connection with the condemnation or the taking by right of eminent domain of a
mortgaged property or an REO Property, other than any such proceeds applied to
the restoration of the property or otherwise released to the related borrower or
another appropriate person.

     "CPR" means an assumed constant rate of prepayment each month, which is
expressed on a per annum basis, relative to the then outstanding principal
balance of a pool of mortgage loans for the life of those loans. The CPR model
is the prepayment model that we use in this prospectus supplement.

     "CROSS-OVER DATE" means the payment date on which--

     o   the class A-1, class A-2, class A-3, class A-4, class A-5 and class A-6
         certificates, or any two or more of those classes, remain outstanding,
         and

     o   the total principal balance of the class A-J, class B, class C, class
         D, class E, class F, class G, class H, class J, class K, class L, class
         M, class N, class O and class P certificates are reduced to zero as
         described under "Description of the Offered Certificates--Reductions of
         Certificate Principal Balances in Connection With Realized Losses and
         Additional Trust Fund Expenses" in this prospectus supplement.

                                     S-152


     "CUT-OFF DATE LOAN-TO-VALUE RATIO" or "CUT-OFF DATE LTV" means:

     o   with respect to any mortgage loan in the trust, the ratio, expressed as
         a percentage, of--

         1.   the cut-off date principal balance of the subject mortgage loan,
              as shown on Annex A to this prospectus supplement, except that in
              the case of a mortgage loan with an earnout or performance
              guarantee, the cut-off date principal balance is calculated net of
              the earnout or performance guarantee, to

         2.   the appraised value of the related mortgaged property, as shown on
              Annex A to this prospectus supplement.

     "DEFAULT INTEREST" means any interest that--

     o   accrues on a defaulted mortgage loan solely by reason of the subject
         default, and

     o   is in excess of all interest at the related mortgage interest ratio
         accrued on the mortgage loan.

     "DSCR" means, with respect to any mortgage loan, the debt service coverage
ratio calculated in accordance with the related loan documents; provided that in
the case of a mortgage loan with an earnout, calculated net of the earnout;
provided further, that with respect to mortgage loans with interest-only
periods, the debt service after commencement of principal payments.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "ERISA PLAN" means any employee benefit plan that is subject to the
fiduciary responsibility provisions of ERISA.

     "EUROCLEAR" means Euroclear Bank, as operator of the Euroclear System.

     "EXEMPTION-FAVORED PARTY" means any of--

     o   Greenwich Capital Markets, Inc.;

     o   any person directly or indirectly, through one or more intermediaries,
         controlling, controlled by or under common control with Greenwich
         Capital Markets, Inc.; and

     o   any member of the underwriting syndicate or selling group of which a
         person described in the prior two bullets is a manager or co-manager
         with respect to the offered certificates.

     "GCFP" means Greenwich Capital Financial Products, Inc.

     "GCFP LOANS" means the mortgage loans originated by GCFP.

     "GOVERNMENT SECURITIES" means non-callable United States Treasury
obligations, and other non-callable government securities within the meaning of
section 2(a)(16) of the Investment Company Act of 1940, as amended.

     "GRAND CANAL SHOPPES AT THE VENETIAN LOAN GROUP" means, collectively, the
six mortgage loans secured by one mortgaged property located at 3355 Las Vegas
Boulevard South, Las Vegas, Nevada. These loans are pari passu with each other
(the Grand Canal Shoppes at the Venetian Trust Loan and the Grand Canal Shoppes
at the Venetian Pari Passu Companion Loans).

     "GRAND CANAL SHOPPES AT THE VENETIAN PARI PASSU COMPANION LOANS" means the
two mortgage loans that are part of a split loan structure secured by the Grand
Canal Shoppes at the Venetian property and that are pari passu with the Grand
Canal Shoppes at the Venetian Trust Loan but are not assets of the trust.

     "GRAND CANAL SHOPPES AT THE VENETIAN TRUST LOAN" means the four mortgage
loans that are included in the trust and identified as Control No. 2 on Annex A
to this prospectus supplement. The Grand Canal Shoppes at the Venetian Trust
Loan is pari passu with the Grand Canal Shoppes at the Venetian Pari Passu
Companion Loans.

                                     S-153


     "GSMC" means Goldman Sachs Mortgage Company.


     "INITIAL MORTGAGE POOL BALANCE" means the aggregate principal balance of
the mortgage loans included in the trust as of the cut-off date.

     "INSURANCE PROCEEDS" means all proceeds and other amounts received under
any hazard, flood, title or other insurance policy that provides coverage with
respect to a mortgaged property or the related mortgage loan included in the
trust, together with any comparable amounts received with respect to an REO
Property, other than any such proceeds applied to the restoration of the
property or otherwise released to the related borrower or another appropriate
person.

     "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended.

     "IRS" means the Internal Revenue Service.

     "JOINTLY SOLD LOANS" means the mortgage loans jointly originated by
Commerzbank and Archon.

     "LIQUIDATION PROCEEDS" means all cash proceeds received and retained by the
trust in connection with--

     o   the full or partial liquidation of defaulted mortgage loans by
         foreclosure or otherwise;

     o   the repurchase of any mortgage loan by the applicable Mortgage Loan
         Seller, as described under "Description of the Mortgage Pool--Cures and
         Repurchases" in this prospectus supplement;

     o   the purchase of any specially serviced mortgage loan by any holder of a
         purchase option as described under "Servicing Under the Pooling and
         Servicing Agreement--Fair Value Option" in this prospectus supplement;

     o   the purchase of all remaining mortgage loans and REO Properties in the
         trust by us, the applicable Mortgage Loan Seller, the special servicer,
         any certificateholder of the series 2005-GG3 controlling class or the
         master servicer, as described under "Description of the Offered
         Certificates--Termination" in this prospectus supplement;

     o   the purchase of a mortgage loan in the trust by the related Companion
         Loan Holder as described under "Description of the Mortgage Pool--Split
         Loan Structure" in this prospectus supplement;

     o   the purchase of any defaulted mortgage loan in the trust by a mezzanine
         lender pursuant to a purchase right as set forth in the related
         intercreditor agreement; and

     o   the sale of an REO Property.

     "LOAN GROUP" means, a group of two or more mortgage loans secured by a
single mortgage instrument on the same mortgaged property. Each of the Loan
Groups is more particularly identified on the table entitled "Loan Groups" under
"Description of the Mortgage Pool--Split Loan Structure."

     "MOODY'S" means Moody's Investors Service, Inc.

     "MODELING ASSUMPTIONS" means, collectively, the following assumptions
regarding the series 2005-GG3 certificates and the mortgage loans in the trust:

     o   the mortgage loans have the characteristics set forth on Annex A and
         the Initial Mortgage Pool Balance is approximately $3,604,902,433;

     o   the initial total principal balance or notional amount, as the case may
         be, of each class of series 2005-GG3 certificates is as described in
         this prospectus supplement;

     o   the pass-through rate for each class of series 2005-GG3 certificates is
         as described in this prospectus supplement;

                                     S-154


     o   there are no delinquencies or losses with respect to the mortgage
         loans;

     o   there are no modifications, extensions, waivers or amendments affecting
         the monthly payments by borrowers on the mortgage loans;

     o   there are no Appraisal Reduction Amounts with respect to the mortgage
         loans;

     o   there are no casualties or condemnations affecting the corresponding
         mortgaged properties;

     o   each of the mortgage loans provides for monthly payments to be due on
         the first, sixth or eighth day of each month, which monthly payments
         are timely received;

     o   all prepayments on the mortgage loans are assumed to be accompanied by
         a full month's interest;

     o   there are no breaches of our representations and warranties or those of
         any Mortgage Loan Seller regarding the mortgage loans;

     o   no voluntary or involuntary prepayments are received as to any mortgage
         loan during that mortgage loan's prepayment lock-out period, defeasance
         period, yield maintenance period or declining premium period, in each
         case if any;

     o   except as otherwise assumed in the immediately preceding bullet,
         prepayments are made on each of the mortgage loans at the indicated
         CPRs set forth in the subject tables or other relevant part of this
         prospectus supplement, without regard to any limitations in those
         mortgage loans on partial voluntary principal prepayments;

     o   the trust will receive a monthly interest payment on the mortgage loan
         secured by the mortgaged property identified on Annex A as 1440
         Broadway in March 2005, prior to such mortgage loan's first scheduled
         payment on April 6, 2005;

     o   no Prepayment Interest Shortfalls are incurred and no prepayment
         premiums or yield maintenance charges are collected;

     o   the depositor will fund the trustee's interest reserve account with the
         amounts to be withdrawn from such account for the payment date in March
         2005;

     o   no person or entity entitled thereto exercises its right of optional
         termination described in this prospectus supplement under "Description
         of the Offered Certificates--Termination";

     o   no mortgage loan is required to be repurchased by us or any Mortgage
         Loan Seller;

     o   there are no Additional Trust Fund Expenses;

     o   payments on the offered certificates are made on the 10th day of each
         month, commencing in March 2005; and

     o   the offered certificates are settled on February 10, 2005.

     For purposes of the Modeling Assumptions, a "yield maintenance period" is
any period during which a mortgage loan provides that voluntary prepayments be
accompanied by a yield maintenance charge, and a "declining premium period" is
any period during which a mortgage loan provides that voluntary prepayments be
accompanied by a prepayment premium calculated as a declining percentage of the
principal amount prepaid.

     "MORTGAGE LOAN SELLER" means any of Greenwich Capital Financial Products,
Inc., Goldman Sachs Mortgage Company and Commerzbank AG, New York Branch that
have each transferred mortgage loans to us for inclusion in the trust.

     "MORTGAGE POOL" means the pool of mortgage loans comprised of the mortgage
loans included in the trust.

                                     S-155


     "NAP" means that, with respect to a particular category of data, the data
is not applicable.

     "NET AGGREGATE PREPAYMENT INTEREST SHORTFALL" means, with respect to any
payment date, the excess, if any, of--

     o   the Prepayment Interest Shortfalls incurred with respect to the entire
         Mortgage Pool during the related collection period, over

     o   the total payments made by the master servicer to cover those
         Prepayment Interest Shortfalls.

     "NET CASH FLOW" or "U/W NET CASH FLOW" means for any mortgaged property
securing a mortgage loan in the trust:

     o   the revenue derived from the use and operation of that property; less

     o   the total of the following items--

         (a)  allowances for vacancies and credit losses,

         (b)  operating expenses, such as utilities, administrative expenses,
              repairs and maintenance, management fees and advertising,

         (c)  fixed expenses, such as insurance, real estate taxes and ground
              lease payments, if applicable, and

         (d)  replacement reserves, and reserves for tenant improvement costs
              and leasing commissions, based either on actual reserves or on
              underwritten annualized amounts.

     Net Cash Flow does not reflect interest expenses and non-cash items, such
as depreciation and amortization, and generally does not reflect capital
expenditures.

     In determining the Net Cash Flow for any mortgaged property securing a
mortgage loan in the trust, the related originator relied on one or more of the
following items supplied by the related borrower:

     o   rolling 12-month operating statements;

     o   anticipated percentage rents to be collected, as deemed reasonable by
         the applicable mortgage loan seller;

     o   applicable year-to-date financial statements, if available;

     o   full year budgeted financial statements, if available; and

     o   rent rolls were generally current as of the date not earlier than 6
         months prior to the cut-off date.

     In general, these items were not audited or otherwise confirmed by an
independent party.

     In determining the "revenue" component of Net Cash Flow for each mortgaged
property (other than a hospitality property), the related originator(s)
generally relied on the most recent rent roll supplied by the related borrower.
Where the actual vacancy shown on that rent roll and the market vacancy was less
than 5.0%, the originator(s) generally assumed a minimum of 5.0% vacancy, for
most property types, and 7.5% vacancy, for office types, in determining revenue
from rents, except that, in the case of certain anchored shopping centers,
certain office properties and certain single tenant properties, space occupied
by those anchor tenants, significant office tenants or single tenants may have
been disregarded in performing the vacancy adjustment due to the length of the
related leases or the creditworthiness of those tenants, in accordance with the
applicable originator's underwriting standards.

     In determining rental revenue for multifamily rental, mobile home park and
self-storage properties, the related originator either reviewed rental revenue
shown on the certified rolling 12-month operating statements or annualized the
rental revenue and reimbursement of expenses shown on rent rolls or recent
partial year operating statements with respect to the prior one- to 12-month
periods.

                                     S-156


     For the other mortgaged properties other than hospitality properties, the
related originator(s) generally annualized rental revenue shown on the most
recent certified rent roll, after applying the vacancy factor, without further
regard to the terms, including expiration dates, of the leases shown on that
rent roll.

     In the case of hospitality properties, gross receipts were determined on
the basis of historical operating levels shown on the borrower-supplied 12-month
trailing operating statements. Downward adjustments were made to assure that, in
the judgment of the applicable mortgage loan seller, occupancy levels and
average daily rates were limited to sustainable levels.

     In general, any non-recurring revenue items and non-property related
revenue were eliminated from the calculation.

     In determining the "expense" component of Net Cash Flow for each mortgaged
property, the related originator(s) generally relied on full-year or
year-to-date financial statements, rolling 12-month operating statements and/or
year-to-date financial statements supplied by the related borrower, except that:

     o   if tax or insurance expense information more current than that
         reflected in the financial statements was available, the newer
         information was used;

     o   property management fees were generally assumed to be 2% to 5% of
         effective gross revenue;

     o   in general, assumptions were made with respect to the average amount of
         reserves for leasing commissions, tenant improvement expenses and
         capital expenditures; and

     o   expenses were generally assumed to include annual replacement reserves
         equal to--

         (a)  in the case of retail, office, self-storage and
              industrial/warehouse properties, generally not less than $0.10 per
              square foot and not more than $0.25 per square foot of net
              rentable commercial area;

         (b)  in the case of multifamily rental apartments, generally not less
              than $250 or more than $400 per residential unit per year,
              depending on the condition of the property; and

         (c)  in the case of hospitality properties, 5% of the gross revenues
              received by the property owner on an ongoing basis.

     In some instances, the related originator(s) recharacterized as capital
expenditures those items reported by borrowers as operating expenses, thereby
increasing "Net Cash Flow," where the originator(s) determined appropriate.

     "NON-SERVICED COMPANION LOAN" means any of the Grand Canal Shoppes at the
Venetian Pari Passu Companion Loans and, from and after the securitization of
the 1370 Avenue of the Americas Pari Passu Companion Loans, any of the 1370
Avenue of the Americas Pari Passu Companion Loans.

     "NON-SERVICED LOAN GROUP" means the Grand Canal Shoppes at the Venetian
Loan Group and, from and after the securitization of the 1370 Avenue of the
Americas Pari Passu Companion Loans, the 1370 Avenue of the Americas Loan Group.

     "NON-SERVICED TRUST LOAN" means the Grand Canal Shoppes at the Venetian
Trust Loan and, from and after the securitization of the 1370 Avenue of the
Americas Pari Passu Companion Loans, the 1370 Avenue of the Americas Trust Loan.

     "ORIGINAL AMORTIZATION TERM" means, with respect to each mortgage loan in
the trust, the number of months from origination to the month in which that
mortgage loan would fully amortize in accordance with its amortization schedule,
without regard to any balloon payment that may be due, and assuming no
prepayments of principal and no defaults.

     "ORIGINAL TERM TO MATURITY" means, with respect to each mortgage loan in
the trust, the number of months from origination to maturity.

                                     S-157


     "P&I" means principal and/or interest.

     "PARI PASSU PSA" means, with respect to the mortgage loan identified on
Annex A as 1370 Avenue of the Americas, the 1370 Avenue of the Americas
Companion Loan PSA or, with respect to the mortgage loan identified on Annex A
to this prospectus supplement as Grand Canal Shoppes at the Venetian, the
2004-GG2 PSA, as applicable.

     "PARTY IN INTEREST" means any person that is a "party in interest" within
the meaning of ERISA or a "disqualified person" within the meaning of the
Internal Revenue Code.

     "PERMITTED ENCUMBRANCES" means, with respect to any mortgaged property
securing a mortgage loan in the trust, any and all of the following:

     o   liens for real estate taxes, water charges and sewer rents and special
         assessments not yet due and payable,

     o   covenants, conditions and restrictions, rights of way, easements and
         other matters that are of public record,

     o   exceptions and exclusion specifically referred to in the related
         lender's title insurance policy (or, if not yet issued, referred to in
         a pro forma title policy on title policy commitment),

     o   other matters to which like properties are commonly subject, the rights
         of tenants (as tenants only) under leases (including subleases)
         pertaining to the related mortgaged property, and condominium
         declarations, and

     o   if the subject loan is a cross-collateralized mortgage loan, the lien
         of any other mortgage loan in the trust with which the subject mortgage
         loan is cross-collateralized or any related Companion Loan.

     "PERMITTED INVESTMENTS" means U.S. government securities and other
investment grade obligations specified in the pooling and servicing agreement.

     "PLAN" means any ERISA Plan or any other employee benefit or retirement
plan, arrangement or account, including any individual retirement account or
Keogh plan, that is subject to section 4975 of the Internal Revenue Code.

     "PLAN ASSET REGULATIONS" means the regulations of the U.S. Department of
Labor promulgated under ERISA describing what constitutes the assets of a Plan.

     "PREPAYMENT INTEREST EXCESS" means, with respect to any full or partial
prepayment of a mortgage loan included in the trust made by the related borrower
or otherwise in connection with a casualty or condemnation, during any
collection period after the due date for that loan and prior to the
determination date following such due date, the amount of any interest collected
on that prepayment for the period from and after that due date to the date of
prepayment, less the amount of related master servicing fees payable from that
interest collection, and exclusive of any Default Interest included in that
interest collection.

     "PREPAYMENT INTEREST SHORTFALL" means, with respect to any full or partial
prepayment of a mortgage loan included in the trust made by the related borrower
or otherwise in connection with a casualty or condemnation, during any
collection period prior to the due date for that loan, the amount of any
uncollected interest that would have accrued on that prepayment prior to that
due date, less the amount of related master servicing fees that would have been
payable from that uncollected interest, and exclusive of any portion of that
uncollected interest that would have represented Default Interest.

     "RATING AGENCY" means each of Moody's and S&P.

                                     S-158


     "REALIZED LOSSES" mean losses on or with respect of the mortgage loans in
the trust arising from the inability to collect all amounts due and owing under
the mortgage loans, including by reason of the fraud or bankruptcy of a borrower
or, to the extent not covered by insurance, a casualty of any nature at a
mortgaged property. We discuss the calculation of Realized Losses under
"Description of the Offered Certificates--Reductions of Certificate Principal
Balances in Connection With Realized Losses and Additional Trust Fund Expenses"
in this prospectus supplement.

     "RECOVERED AMOUNT" has the meaning assigned to that term in the fourth
paragraph of the definition of "Total Principal Payment Amount" below in this
glossary.

     "RELEVANT PERSONS" has the meaning assigned to that term under "Notice to
Residents of the United Kingdom" in this prospectus supplement.

     "REMAINING AMORTIZATION TERM" means, with respect to each mortgage loan in
the trust, the number of months remaining from the cut-off date to the month in
which that mortgage loan would fully amortize in accordance with its
amortization schedule, without regard to any balloon payment that may be due and
assuming no prepayments of principal and no defaults.

     "REMAINING TERM TO MATURITY" means, with respect to each mortgage loan in
the trust, the number of months remaining to maturity.

     "REMIC" means a real estate mortgage investment conduit as defined in
section 860D of the Internal Revenue Code.

     "REO PROPERTY" means any mortgaged property that is acquired by the trust
through foreclosure, deed-in-lieu of foreclosure or otherwise following a
default on the corresponding mortgage loan included in the trust.

     "REPLACEMENT RESERVE" means, with respect to any mortgage loan in the
trust, funded reserves escrowed for ongoing items such as repairs and
replacements, including, in the case of hospitality properties, reserves for
furniture, fixtures and equipment. In some cases, however, the reserve will be
subject to a maximum amount, and once that maximum amount is reached, the
reserve will not thereafter be funded, except to the extent it is drawn upon.

     "RESTRICTED GROUP" means, collectively--

     1.  the trustee,

     2.  the Exemption-Favored Parties,

     3.  us,

     4.  the master servicer,

     5.  the special servicer,

     6.  any sub-servicers,

     7.  the mortgage loan sellers,

     8.  each borrower, if any, with respect to mortgage loans constituting more
         than 5.0% of the total unamortized principal balance of the Mortgage
         Pool as of the date of initial issuance of the offered certificates,
         and

     9.  any and all affiliates of any of the aforementioned persons.

     "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

     "SEC" means the Securities and Exchange Commission.

                                     S-159


     "SERVICING STANDARD" means, for so long as either the master servicer or
special servicer, as applicable, is GMAC Commercial Mortgage Corporation, to
service and administer those mortgage loans and any REO Properties subject to
the pooling and servicing agreement that such party is obligated to service and
administer, on behalf of the trustee and in the best interests of and for the
benefit of the series 2005-GG3 certificateholders (and, with respect to a Loan
Group, in the best interests of and for the benefit of the series 2005-GG3
certificateholders and the related Companion Loan Holder, as a collective
whole), as determined by the master servicer or special servicer, as applicable,
in its good faith and reasonable judgment, in accordance with applicable law,
the terms of the pooling and servicing agreement and the terms of the respective
mortgage loans, and to the extent consistent with the foregoing, further as
follows:

     1.  with the same care, skill and diligence as is normal and usual in its
         general mortgage servicing and REO property management activities on
         behalf of third parties or on behalf of itself, whichever is higher,
         with respect to mortgage loans and REO properties that are comparable
         to those for which it is responsible under the pooling and servicing
         agreement;

     2.  with a view to the timely collection of all scheduled payments of
         principal and interest under the mortgage loans or, if a mortgage loan
         comes into and continues in default and if, in the good faith and
         reasonable judgment of the master servicer or special servicer, as
         applicable, no satisfactory arrangements can be made for the collection
         of the delinquent payments, the maximization of the recovery on such
         mortgage loan to the series 2005-GG3 certificateholders (as a
         collective whole) (or, if a Loan Group is involved, with a view to the
         maximization of recovery on such Loan Group to the series 2005-GG3
         certificateholders and the related Companion Loan Holder (as a
         collective whole)), on a present value basis; and

     3.  without regard to--

         (a)  any other relationship that the master servicer or special
              servicer, as applicable, or any affiliate thereof may have with
              the related mortgagor,

         (b)  the ownership of any series 2005-GG3 certificate or any related
              mezzanine loan or non-trust mortgage loan by the master servicer
              or special servicer, as applicable, or any affiliate thereof,

         (c)  the master servicer's obligation to make advances or the special
              servicer's obligation to direct the master servicer to make
              servicing advances, and (d) the right of the master servicer or
              special servicer, as applicable, or any affiliate thereof to
              receive reimbursement of costs, or the sufficiency of any
              compensation payable to it, under the pooling and servicing
              agreement or with respect to any particular transaction.

     With respect to either the master servicer, the primary servicer or the
special servicer that is not GMAC Commercial Mortgage Corporation, to service
and administer those mortgage loans and any REO Properties that such party is
obligated to service and administer under the pooling and servicing agreement or
primary servicing agreement:

     o   in accordance with the higher of the following standards of care--

         1.   the same manner in which, and with the same care, skill, prudence
              and diligence with which, the master servicer, the primary
              servicer or the special servicer, as the case may be, services and
              administers comparable mortgage loans with similar borrowers and
              comparable REO properties for other third-party portfolios, giving
              due consideration to the customary and usual standards of practice
              of prudent institutional commercial mortgage lenders servicing
              their own mortgage loans and REO properties, and

         2.   the same manner in which, and with the same care, skill, prudence
              and diligence with which, the master servicer or the special
              servicer, as the case may be, services and administers comparable
              mortgage loans owned by the master servicer or special servicer,
              as the case may be,

         in either case exercising reasonable business judgment and acting in
         accordance with applicable law, the terms of the pooling and servicing
         agreement and the terms of the respective subject mortgage loans;

                                     S-160


     o   with a view to--

         1.   the timely recovery of all payments of principal and interest,
              including balloon payments, under those mortgage loans, or

         2.   in the case of (a) a specially serviced mortgage loan or (b) a
              mortgage loan in the trust as to which the related mortgaged
              property is an REO Property, the maximization of recovery on that
              mortgage loan to the series 2005-GG3 certificateholders (as a
              collective whole) (or, if a Loan Group is involved, with a view to
              the maximization of recovery on the Loan Group to the series
              2005-GG3 certificateholders and the related Companion Loan
              Holder(s) (as a collective whole)) of principal and interest,
              including balloon payments, on a present value basis; and

     o   without regard to--

         1.   any relationship, including as lender on any other debt, that the
              master servicer or the special servicer, as the case may be, or
              any affiliate thereof, may have with any of the underlying
              borrowers, or any affiliate thereof, or any other party to the
              pooling and servicing agreement,

         2.   the ownership of any series 2005-GG3 certificate (or any security
              backed by a Companion Loan) by the master servicer or the special
              servicer, as the case may be, or any affiliate thereof,

         3.   the obligation of the master servicer or the special servicer, as
              the case may be, to make advances,

         4.   the right of the master servicer or the special servicer, as the
              case may be, or any affiliate of either of them, to receive
              compensation or reimbursement of costs under the pooling and
              servicing agreement generally or with respect to any particular
              transaction, and

         5.   The ownership, servicing or management for others of any mortgage
              loan or property not covered by the pooling and servicing
              agreement by the master servicer or the special servicer, as the
              case may be, or any affiliate thereof.

     "SERVICING TRANSFER EVENT" means, with respect to any mortgage loan being
serviced under the pooling and servicing agreement, any of the following events:

     1.  the related borrower fails to make when due any scheduled debt service
         payment, including a balloon payment, and either the failure actually
         continues, or the master servicer believes it will continue, unremedied
         (without regard to any grace period)--

         (a)  except in the case of a delinquent balloon payment, for 60 days
              beyond the date the subject payment was due, or

         (b)  solely in the case of a delinquent balloon payment, the related
              borrower has failed to make when due any balloon payment;
              provided, however, if (x) the related borrower is diligently
              pursuing a refinancing commitment, (y) the related borrower
              continues to make payments in the amount of its monthly payment
              and (z) the directing holder consents, a Servicing Transfer Event
              will not occur until 60 days beyond the related maturity date; and
              provided, further, if the related borrower has delivered to the
              master servicer, on or before the 60th day after the related
              maturity date, a refinancing commitment reasonably acceptable to
              the master servicer, and the borrower continues to make its
              payments in the amount of its monthly payments, a Servicing
              Transfer Event will not occur until the earlier of (i) 120 days
              beyond the related maturity date and (ii) the termination of the
              refinancing commitment;

     2.  the master servicer or special servicer (in the case of the special
         servicer, with the consent of the directing holder) determines that a
         default in the making of a monthly debt service payment, including a
         balloon payment, is likely to occur and the default is likely to remain
         unremedied (without regard to any grace period) for at least the
         applicable period contemplated in clause 1. of this definition;

     3.  a default (other than as described in clause 1. of this definition) has
         occurred under the mortgage loan that in the judgment of the master
         servicer or special servicer (in the case of the special servicer, with
         the

                                     S-161


         consent of the directing holder) materially impairs the value of the
         corresponding mortgaged property as security for the mortgage loan or
         otherwise materially adversely affects the interests of series 2005-GG3
         certificateholders or, in the case of the Loan Groups, the interests of
         the related Companion Loan Holder(s), and the default continues
         unremedied for the applicable grace period under the terms of the
         mortgage loan or, if no grace period is specified and the default is
         capable of being cured, for 60 days, (provided that such 60-day grace
         period does not apply to a default that gives rise to immediate
         acceleration without application of a grace period under the terms of
         the mortgage loan); provided that any determination that a Servicing
         Transfer Event has occurred under this clause 3. with respect to any
         mortgage loan solely by reason of the failure of the related borrower
         to maintain or cause to be maintained insurance coverage against
         damages or losses arising from acts of terrorism will be subject to the
         approval of the directing holder as described under "Servicing Under
         the Pooling and Servicing Agreement--The Directing Holders--Rights and
         Powers of the Directing Holder" in this prospectus supplement;

     4.  the master servicer or special servicer (in the case of the special
         servicer, with the consent of the directing holder) determines that (i)
         a default (other than as described in clause 2. of this definition)
         under the mortgage loan is imminent, (ii) such default will materially
         impair the value of the corresponding mortgaged property as security
         for the mortgage loan or otherwise materially adversely affect the
         interests of series 2005-GG3 certificateholders or, in the case of the
         Loan Groups, the interests of the related Companion Loan Holder(s), and
         (iii) the default will continue unremedied for the applicable cure
         period under the terms of the mortgage loan or, if no cure period is
         specified and the default is capable of being cured, for 60 days,
         (provided that such 60-day grace period does not apply to a default
         that gives rise to immediate acceleration without application of a
         grace period under the terms of the mortgage loan); provided that any
         determination that a Servicing Transfer Event has occurred under this
         clause 4. with respect to any mortgage loan solely by reason of the
         failure (or imminent failure) of the related borrower to maintain or
         cause to be maintained insurance coverage against damages or losses
         arising from acts of terrorism will be subject to the approval of the
         directing holder as described under "Servicing Under the Pooling and
         Servicing Agreement--The Directing Holders--Rights and Powers of the
         Directing Holder" in this prospectus supplement;

     5.  various events of bankruptcy, insolvency, readjustment of debt,
         marshalling of assets and liabilities, or similar proceedings occur
         with respect to the related borrower or the corresponding mortgaged
         property, or the related borrower takes various actions indicating its
         bankruptcy, insolvency or inability to pay its obligations; or

     6.  the master servicer receives notice of the commencement of foreclosure
         or similar proceedings with respect to the corresponding mortgaged
         property.

     A Servicing Transfer Event will cease to exist, if and when:

     o   with respect to the circumstances described in clause 1. of this
         definition, the related borrower makes three consecutive full and
         timely monthly debt service payments under the terms of the mortgage
         loan, as those terms may be changed or modified in connection with a
         bankruptcy or similar proceeding involving the related borrower or by
         reason of a modification, extension, waiver or amendment granted or
         agreed to by the master servicer or the special servicer;

     o   with respect to the circumstances described in clauses 2., 4. and 5. of
         this definition, those circumstances cease to exist in the judgment of
         the special servicer, but, with respect to any bankruptcy or insolvency
         proceedings contemplated by clause 5., no later than the entry of an
         order or decree dismissing the proceeding;

     o   with respect to the circumstances described in clause 3. of this
         definition, the default is cured in the judgment of the special
         servicer; and

     o   with respect to the circumstances described in clause 6. of this
         definition, the proceedings are terminated.

     If a Servicing Transfer Event exists with respect to one mortgage loan in a
Loan Group, it will also be considered to exist for the remainder of the Loan
Group.

                                     S-162


     "SMMEA" means the Secondary Mortgage Market Enhancement Act of 1984, as
amended.

     "STATED PRINCIPAL BALANCE" means, for each mortgage loan in the trust, an
amount that:

     o   will initially equal its cut-off date principal balance; and

     o   will be permanently reduced on each payment date, to not less than
         zero, by--

         1.   all payments of principal (whether received or advanced),
              including voluntary principal prepayments, received by or on
              behalf of the trust on such mortgage loan;

         2.   all other collections, including Liquidation Proceeds,
              Condemnation Proceeds and Insurance Proceeds, that were received
              by or on behalf of the trust on or with respect to any of the
              mortgage loans during the related collection period and that were
              identified and applied by the master servicer as recoveries of
              principal of such mortgage loan; and

         3.   the principal portion of any Realized Loss incurred with respect
              to that mortgage loan during the related collection period.

     However, the "Stated Principal Balance" of a mortgage loan in the trust
will, in all cases, be zero as of the payment date following the collection
period in which it is determined that all amounts ultimately collectable with
respect to the mortgage loan or any related REO Property have been received.

     When determining the aggregate Stated Principal Balance of all the mortgage
loans in the pool, the Stated Principal Balance of the pool will not be reduced
by the amount of principal collections that were used to reimburse the master
servicer, the special servicer, the trustee or the fiscal agent for any Work-out
Delayed Reimbursement Amount unless the corresponding advances are determined to
be nonrecoverable.

     "TOTAL PRINCIPAL PAYMENT AMOUNT" means, for any payment date, an amount
equal to the total, without duplication, of the following:

     o   all payments of principal, including voluntary principal prepayments,
         received by or on behalf of the trust on the mortgage loans included in
         the trust during the related collection period, in each case exclusive
         of any portion of the particular payment that represents a late
         collection of principal for which an advance was previously made for a
         prior payment date or that represents a monthly payment of principal
         due on or before the cut-off date or on a due date subsequent to the
         end of the related collection period;

     o   all monthly payments of principal received by or on behalf of the trust
         on the mortgage loans included in the trust prior to, but that are due
         during, the related collection period;

     o   all other collections, including Liquidation Proceeds, Condemnation
         Proceeds and Insurance Proceeds, that were received by or on behalf of
         the trust on or with respect to any of the mortgage loans or any
         related REO Properties during the related collection period and that
         were identified and applied by the master servicer as recoveries of
         principal of the subject mortgage loan included in the trust or, in the
         case of an REO Property, of the related mortgage loan included in the
         trust, in each case net of any portion of the particular collection
         that represents a late collection of principal due on or before the
         cut-off date or for which an advance of principal was previously made
         for a prior payment date; and

     o   all advances of principal made with respect to the mortgage loans
         included in the trust for that payment date.

     The Total Principal Payment Amount will not include any payments or other
collections of principal with respect to the Companion Loans.

     Notwithstanding the foregoing, if the master servicer, the special servicer
the trustee or the fiscal agent reimburses itself out of general collections on
the mortgage pool for any advance that it has determined is not recoverable out
of collections on the related mortgage loan, as described under "Description of
the Offered Certificates--Reimbursement of Advances," then, to the extent such
reimbursement is made from collections of

                                     S-163


principal on the underlying mortgage loans, the Total Principal Payment Amount
for the corresponding payment date by the amount of any such reimbursement.
Likewise, if the master servicer, the special servicer the trustee or the fiscal
agent reimburses itself out of principal collections for any Work-Out Delayed
Reimbursement Amounts as described under "Description of the Offered
Certificates--Reimbursement of Advances," then the Total Principal Payment
Amount for the corresponding payment date will be reduced by the amount of any
such reimbursement.

     If any advance is considered to be nonrecoverable and is, therefore,
reimbursed out of payments and other collections of principal with respect to
the entire mortgage pool or if any Work-out Delayed Reimbursement Amount is
reimbursed or paid out of payments or other collections of principal with
respect to the entire mortgage pool, as described under "Description of the
Offered Certificates--Reimbursement of Advances," and if there is a subsequent
recovery of any such item (such recovery, a "Recovered Amount"), that Recovered
Amount would generally be included as part of the Total Principal Payment Amount
for the payment date following the collection period in which that Recovered
Amount was received.

     "UNDERWRITER EXEMPTION" means Prohibited Transaction Exemption 90-59, as
amended to date, including by Prohibited Transaction Exemption 2002-41, as
described under "Certain ERISA Considerations" in this prospectus supplement.

     "UNDERWRITTEN DEBT SERVICE COVERAGE RATIO," "DSCR NET CASH FLOW" or "U/W
NCF DSCR" means:

     o   with respect to any mortgage loan in the trust, the ratio of--

         1.   the Net Cash Flow for the related mortgaged property, to

         2.   the annualized amount of debt service that will be payable under
              the subject mortgage loan commencing after the cut-off date or, if
              the mortgage loan is in an initial interest-only period, after the
              commencement of amortization (except as otherwise set forth in any
              of the footnotes in Annex A); provided that in the case of a
              mortgage loan with an earnout or performance guarantee, the annual
              debt service is calculated net of the earnout or performance
              guarantee.

     "WEIGHTED AVERAGE POOL PASS-THROUGH RATE" means, for each interest accrual
period, the weighted average of the below-described annual rates with respect to
all of the mortgage loans, weighted on the basis of such mortgage loans'
respective Stated Principal Balances immediately prior to the related payment
date:

     o   in the case of each mortgage loan that accrues interest on a 30/360
         Basis, an annual rate equal to--

         1.   the mortgage interest rate in effect for that mortgage loan as of
              the cut-off date, minus

         2.   the related Administrative Fee Rate; and

     o   in the case of each mortgage loan that accrues interest on an
         Actual/360 Basis, an annual rate generally equal to--

         1.   the product of (a) twelve (12), times (b) a fraction, expressed as
              a percentage, the numerator of which, subject to adjustment as
              described below in this definition, is the total amount of
              interest that accrued or would have accrued, as applicable, with
              respect to that mortgage loan on an Actual/360 Basis during that
              interest accrual period, based on its Stated Principal Balance
              immediately preceding the related payment date and its mortgage
              interest rate in effect as of the cut-off date, and the
              denominator of which is the Stated Principal Balance of the
              mortgage loan immediately prior to the related payment date, minus

         2.   the related Administrative Fee Rate.

     Notwithstanding the foregoing, if the related payment date occurs during
January, except during a leap year, or February, then the amount of interest
that comprises the numerator of the fraction described in clause 1(b) of the
second bullet of this definition will be decreased to reflect any interest
reserve amount with respect to that mortgage loan that is transferred from the
trustee's distribution account to the trustee's interest reserve account during
that month. Furthermore, if the related payment date occurs during March, then
the amount of interest that comprises the

                                     S-164


numerator of the fraction described in clause 1(b) of the second bullet of this
definition will be increased to reflect any interest reserve amounts with
respect to that mortgage loan that are transferred from the trustee's interest
reserve account to the trustee's distribution account during that month.

     "WORK-OUT DELAYED REIMBURSEMENT AMOUNT" means any advance that is
outstanding at the time that a mortgage loan becomes corrected that is not
repaid in full by the borrower in connection with such correction but rather
becomes an obligation of the borrower to pay such amounts in the future.







                                     S-165

                                     ANNEX A

            CERTAIN CHARACTERISTICS OF THE UNDERLYING MORTGAGE LOANS

                                       A-1




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GCCFC 2005-GG3 ANNEX A




              CONTROL
 FOOTNOTE     NUMBER          SELLER                      PROPERTY NAME
------------------------------------------------------------------------------------------

     2          1        GSMC/Commerzbank    North Star Mall
   3, 4         2        GSMC/Commerzbank    Grand Canal Shoppes at the Venetian
                3              GCFP          1440 Broadway
                4              GSMC          The Crescent
                5              GSMC          498 Seventh Avenue
   5, 13        6        GSMC/Commerzbank    Mall St. Matthews
                7              GSMC          Westin Kierland
                8              GCFP          Shops at Wailea
     8          9              GCFP          Waikiki Galleria
------------------------------------------------------------------------------------------
                10             GCFP          Place Properties Portfolio
              10.01                          Clayton Place
              10.02                          River Place
              10.03                          Jacksonville Place
              10.04                          Troy Place
              10.05                          Martin Place
              10.06                          Cape Place
              10.07                          Clemson Place
              10.08                          Macon Place
              10.09                          Murray Place
------------------------------------------------------------------------------------------
                11             GCFP          1700 Market Street
                12             GCFP          2040 Main Street
     6          13             GSMC          Doral Arrowwood Hotel
   4, 8         14             GCFP          1370 Avenue of the Americas
                15             GCFP          One South Street
                16             GCFP          South Park Mall
     8          17             GCFP          Village at Orange
     7          18             GCFP          Mayfaire Town Center
------------------------------------------------------------------------------------------
                19             GCFP          Birtcher/Charlesbank Office Portfolio
              19.01                          Park Tower
              19.02                          801 Civic Center Drive
              19.03                          Transit Tower
------------------------------------------------------------------------------------------
                20             GSMC          Atlanta Decorative Arts Center
                21             GCFP          Hilton Nashville Downtown
                22             GCFP          3100 Thornton
     8          23             GSMC          Lake Arrowhead Village
     8          24             GCFP          Olathe Station
     8          25             GSMC          One Financial Plaza
                26             GCFP          Executive Campus
     8          27             GCFP          1341 G Street
                28             GSMC          FAA Building
                29             GCFP          Hyatt Regency Albuquerque
     9          30             GSMC          Groton Estates
     8          31             GSMC          Champions of the West Tower
                32             GCFP          Irvine Technology Center-I
                33             GCFP          2470 Highcrest Road
                34             GCFP          Lee Farm Corporate Center
------------------------------------------------------------------------------------------
                35             GCFP          Mills Pointe/Arapahoe Village Portfolio
              35.01                          Mills Pointe
              35.02                          Arapaho Village
------------------------------------------------------------------------------------------
     8          36             GCFP          St Louis Place
                37             GCFP          Portofino Plaza
     8          38             GCFP          500 East 84th Avenue
                39             GCFP          Piazza Del Sol
    10          40             GCFP          Hotel Burnham
                41             GCFP          Magnolia Village
                42             GSMC          1355 Beverly Road
                43             GCFP          Capitol Center
                44             GCFP          Seattle Tower
   6, 8         45             GSMC          Marketplace at Kapolei
                46             GCFP          New Loudon Center
------------------------------------------------------------------------------------------
                47             GSMC          H.H. Gregg Retail Portfolio
              47.01                          Clarksville Commons
              47.02                          East Washington Street
              47.03                          U.S. 31 South
------------------------------------------------------------------------------------------
                48             GCFP          North Mountain Village Apartments
                49             GCFP          Prospect Place Office
                50             GCFP          Radisson Metrodome
                51             GCFP          Waynechester Plaza
------------------------------------------------------------------------------------------
                52             GCFP          Dack Portfolio
              52.01                          Energy Park I & II
              52.02                          Maryland Way
------------------------------------------------------------------------------------------
                53             GCFP          711 Atlantic Avenue
                54             GCFP          The Plaza at Encinitas Ranch
                55             GSMC          University Plaza
                56             GCFP          3100-3250  South Central Avenue
                57             GSMC          Wells Fargo Building
                58             GCFP          Fremont Moreno Center
                59             GCFP          Pleasant Valley
                60             GSMC          25 Melville Road
    11          61             GSMC          Village Shopping Center
     8          62             GSMC          Casas Adobes Plaza
                63             GSMC          Shoppes at Letson Farms
     9          64             GSMC          Bloomfield Park Gateway Center
                65             GSMC          Hollidaysburg Manor Apts
                66             GCFP          Northfield Commons
------------------------------------------------------------------------------------------
     8          67             GCFP          Fairfield Office Portfolio
              67.01                          777 Commerce Drive
              67.02                          1375 Kings Highway East
------------------------------------------------------------------------------------------
     9          68             GSMC          Prairie Glen Medical Office Buildings B and C
                69             GCFP          1420 Harbor Bay Parkway
                70             GCFP          Hampton Inn Camarillo
                71             GSMC          Toringdon II
                72             GSMC          Health Park
                73             GCFP          Pasadena Collection
                74             GCFP          Towneplace Suites by Marriott, San Jose
                75             GSMC          Sunset Plaza
     8          76             GCFP          Eastwind Shopping Center
                77             GSMC          Centra Point I
                78             GSMC          Intracorp Building
                79             GSMC          Walden Park
                80             GCFP          Quail Vista
    11          81             GSMC          Westwood Plaza
                82             GSMC          Northdale Plaza
                83             GCFP          Polaris Retail Center
                84             GSMC          Robert Morris Building
                85             GSMC          The Highlands of East Ellijay
                86             GSMC          Fleetwood Office Park
                87             GSMC          Bayshore Center
                88             GSMC          Prairie Glen Medical Office Building A
                89             GSMC          Highlands Shopping Center
                90             GCFP          Eagle Mountain Shopping Center
                91             GSMC          Rivers Bend East
                92             GCFP          6312 Nagle Avenue
                93             GCFP          Laguna Plaza
                94             GCFP          Pacific Pointe
     8          95             GSMC          5000 Blazer Memorial Parkway
                96             GSMC          Tracy Plaza Four
                97             GCFP          Sopra Centre
                98             GSMC          Centra Point V
                99             GSMC          Harbor Medical Office
               100             GCFP          Corporate Exchange Center
               101             GCFP          100 Bank Street
     8         102             GSMC          Ruffin Road Industrial
               103             GSMC          6801 Building
               104             GSMC          9480 Warner Ave
               105             GSMC          Pell City Shopping Center
               106             GSMC          Trinity Corporate Park
               107             GCFP          Smart & Final Center
               108             GSMC          Milestone Shopping Center
               109             GCFP          Peachtree City Marketplace
   9, 12       110             GSMC          Palmer Park Shopping Center
               111             GSMC          Bond Street Office
               112             GCFP          Quail Corners South
               113             GCFP          Rockwest I
               114             GSMC          Westpoint Industrial
               115             GSMC          Wednesbury Medical Office
               116             GCFP          Parkway Commons Office Building
    11         117             GSMC          Southpointe Plaza
               118             GCFP          Vestridge Commons
               119             GCFP          Eastgate Center
               120             GSMC          Grove Medical Center
    11         121             GSMC          Mountain View Plaza
               122             GCFP          Northpark One
               123             GSMC          Smoky Hill Shopping Center
               124             GSMC          5700 Building
               125             GCFP          Walgreens Pleasant Hill
               126             GSMC          Hartland Village Shopping Center
               127             GCFP          Quail Corners South - Phase III
------------------------------------------------------------------------------------------
               128             GCFP          Arbo Portfolio
              128.01                         440 West 5th Street
              128.02                         1254 East 1st Street
------------------------------------------------------------------------------------------
               129             GSMC          Montgomery Crossing SC
               130             GSMC          Safeway Store - Pueblo West
               131             GCFP          Wood River Mini Storage
    11         132             GSMC          Lowe's Plaza Shopping Center
               133             GSMC          Village at Ontario Center
               134             GCFP          Plaza El Portal
               135             GSMC          Anderson Crossing Shopping Center
               136             GCFP          Clearview Parkway Shopping Center
               137             GCFP          Brookside Building
               138             GCFP          826 South Hobart Boulevard
               139             GCFP          CVS, Lancaster
               140             GSMC          Prairie Towne Square Apartments
               141             GCFP          Quail Court
               142             GCFP          12407 Sowden Road
               143             GCFP          689 Sierra Rose Drive


            CONTROL
 FOOTNOTE   NUMBER                               STREET ADDRESS
-----------------------------------------------------------------------------------------------------------

     2          1      7400 San Pedro Avenue
   3, 4         2      3355 Las Vegas Boulevard South
                3      1440 Broadway
                4      100-300 and 500 Crescent Court
                5      498 Seventh Avenue
   5, 13        6      5000 Shelbyville Road
                7      6902 East Greenway Parkway
                8      3750 Wailea Alanui Drive
     8          9      2222 and 2224 Kalakaua Avenue
-----------------------------------------------------------------------------------------------------------
                10
              10.01    5809 North Lake Drive
              10.02    915 Lovvorn Road
              10.03    331 Nisbet Street NW
              10.04    100 Gibbs Street
              10.05    237 West Peach Street
              10.06    1710 North Sprigg Street
              10.07    133 Clemson Place Circle
              10.08    5091 Ivey Drive
              10.09    1700 Lowes Drive
-----------------------------------------------------------------------------------------------------------
                11     1700 Market Street
                12     2040 Main Street
     6          13     975 Anderson Hill Road
   4, 8         14     1370 Avenue of the Americas
                15     One South Street
                16     2310 SW Military Parkway
     8          17     1500 East Village Way
     7          18     Military Cutoff Road
-----------------------------------------------------------------------------------------------------------
                19
              19.01    200 Santa Ana Boulevard
              19.02    801 Civic Center Drive
              19.03    405 West 5th Street
-----------------------------------------------------------------------------------------------------------
                20     349-351 Peachtree Hills Avenue
                21     121 Fourth Avenue South
                22     3100 Thornton
     8          23     28200 Highway 189
     8          24     15345 West 119th Street (P1); 12075 South Strang Line Road (P2)
     8          25     501 North Broadway
                26     3 Executive Campus
     8          27     1341 G Street
                28     2300 East Devon Road
                29     330 Tijeras Avenue, NW
     9          30     260 Shennecossett Rd
     8          31     12264 El Camino Real
                32     18871 Teller Avenue, 18872 & 18902 Bardeen Avenue, and 2525 & 2601 Campus Drive
                33     2470 Highcrest Road
                34     83 Wooster Heights Road
-----------------------------------------------------------------------------------------------------------
                35
              35.01    2810 E Trinity Mills Road
              35.02    819 West Arapaho Road
-----------------------------------------------------------------------------------------------------------
     8          36     200 North Broadway
                37     1401 Ocean Avenue
     8          38     500 East 84th Street
                39     8439 West Sunset Boulevard
    10          40     1 West Washington Street
                41     6900 South McCarran Boulevard
                42     1355 Beverly Road
                43     919 Congress Avenue
                44     1218 Third Avenue
   6, 8         45     590 Farrington Highway
                46     873 New Loudon Road
-----------------------------------------------------------------------------------------------------------
                47
              47.01    1050 East Highway 131
              47.02    10101 East Washington Street
              47.03     8921 U.S. Highway 31 South
-----------------------------------------------------------------------------------------------------------
                48     3333 West Thunderbird Road
                49     3111 S. Dixie Highway
                50     615 Washington Avenue SE
                51     1600-1660 Route 23 North
-----------------------------------------------------------------------------------------------------------
                52
              52.01    377 & 381 Riverside Drive
              52.02    5300 Maryland Way
-----------------------------------------------------------------------------------------------------------
                53     711 Atlantic Avenue
                54     1560 Leucadia Boulevard
                55     5850 University Drive
                56     3100-3250  South Central Avenue
                57     200 South Virginia Street
                58     1241-1249 Third Street
                59     2401 Pleasant Valley Road
                60     25 Melville Park Road
    11          61     1001 North Miami Boulevard
     8          62     7001-7151 North Oracle Road
                63     4750 Eastern Valley Road
     9          64     2055-2097 Telegraph Road
                65     17 Clover Drive
                66     2105 S. Boulevard West
-----------------------------------------------------------------------------------------------------------
     8          67
              67.01    777 Commerce Drive
              67.02    1375 Kings Highway East
-----------------------------------------------------------------------------------------------------------
     9          68     2551 and 2591 Compass Road
                69     1420 Harbor Bay Parkway
                70     50 West Daily Drive
                71     3430 Toringdon Way
                72     1651 Gunbarrel Road
                73     175 S. Lake Avenue & 825 Cordova Street
                74     440 Sarasota Avenue
                75     1000-1152 Sunset Road
     8          76     2381 East Windmill Lane
                77     8363 West Sunset Road
                78     2505 Second Avenue
                79     10900 Lakeline Mall Drive
                80     4690  Longley Lane
    11          81     542 Bypass 72 NW
                82     3903 Northdale Boulevard
                83     8655 - 8671 Lyra Drive
                84     100 North 17th Street
                85     88 Highland Crossing
                86     3275, 3279, 3281 & 3285 Veterans Memorial Highway
                87     2907-2909 West Bay to Bay Boulevard
                88     2501 Compass Road
                89     9555 South University Boulevard
                90     14835 East Shea Boulevard
                91     13203 North Enon Church Road
                92     6312 Nagle Avenue
                93     1130 and 1142 Fremont Boulevard
                94     2108 North Pacific Street
     8          95     5000 Blazer Memorial Parkway
                96     2886-2888 West Grant Line Road
                97     110 East Atlantic Avenue
                98     8395 West Sunset Road
                99     2720 North Harbor Boulevard
               100     12502 - 12503 Exchange Drive
               101     100 Bank Street
     8         102     3949 & 3959 Ruffin Road
               103     6801 Lake Worth Road
               104     9380 - 9480 Warner Avenue and 17075 Bushard Street
               105     41-89 Vaughan Lane
               106     1500 Sunday Drive
               107     2828 West Thunderbird Road
               108     62 & 188 Founders Parkway
               109     225 Marketplace Connector
   9, 12       110     1580 Space Center Drive
               111     31600-31700 West Thirteen Mile Road
               112     609, 615, 665 and 691 Sierra Rose Drive
               113     1183-1207 Howell Mill Road
               114     6001 Hiatus Road
               115     8200 Wednesbury Lane
               116     13900 North Portland Avenue
    11         117     3209 Deans Bridge Road
               118     1360 Montgomery Highway
               119     4001 Wake Forest Road
               120     4160 Route 83
    11         121     US Highway 220 and Commonwealth Boulevard
               122     135 North Park Place
               123     19731 Smoky Hill Road
               124     5700 & 5702 Lake Worth Road
               125     721 Gregory Lane
               126     4750 Hartland Parkway
               127     630, 670 and 690 Sierra Rose Drive
-----------------------------------------------------------------------------------------------------------
               128
              128.01   440 East 5th Street
              128.02   1254 East 1st Street
-----------------------------------------------------------------------------------------------------------
               129     157 Montgomery Crossing
               130     1017 North Marketplace
               131     11819 State Highway 75
    11         132     3601 Old Halifax Road
               133     4275 East Concours
               134     3020 Santa Rosa Avenue
               135     1244-1296 Anderson Crossing Drive
               136     4301-4307 Clearview Parkway @ W. Esplanade
               137     3461 Brookside Road
               138     826 South Hobart Boulevard
               139     1225 North Bluegrove Road
               140     3025 Triumph Drive
               141     6770 South McCarran Boulevard
               142     12407 Sowden Road
               143     689 Sierra Rose Drive


            CONTROL
 FOOTNOTE   NUMBER           CITY               STATE                COUNTY        ZIP CODE   PROPERTY TYPE   PROPERTY TYPE DETAIL
------------------------------------------------------------------------------------------------------------------------------------

     2          1      San Antonio       Texas                Bexar                  78216   Retail          Regional Mall
   3, 4         2      Las Vegas         Nevada               Clark                  89109   Retail          Regional Mall
                3      New York          New York             New York               10018   Office          General Urban
                4      Dallas            Texas                Dallas                 75201   Office          General Urban
                5      New York          New York             New York               10018   Office          General Urban
   5, 13        6      Louisville        Kentucky             Jefferson              40207   Retail          Regional Mall
                7      Phoenix           Arizona              Maricopa               85254   Hospitality     Full Service
                8      Wailea            Hawaii               Maui                   96753   Retail          Regional Mall
     8          9      Honolulu          Hawaii               Honolulu               96815   Office          General Urban
------------------------------------------------------------------------------------------------------------------------------------
                10
              10.01    Morrow            Georgia              Clayton                30260   Multifamily     Student Housing
              10.02    Carrollton        Georgia              Carroll                30117   Multifamily     Student Housing
              10.03    Jacksonville      Alabama              Calhoun                36265   Multifamily     Student Housing
              10.04    Troy              Alabama              Pike                   36081   Multifamily     Student Housing
              10.05    Martin            Tennessee            Weakley                38237   Multifamily     Student Housing
              10.06    Cape Girardeau    Missouri             Cape Girardeau         63701   Multifamily     Student Housing
              10.07    Clemson           South Carolina       Pickens                29631   Multifamily     Student Housing
              10.08    Macon             Georgia              Bibb                   31206   Multifamily     Student Housing
              10.09    Murray            Kentucky             Calloway               42071   Multifamily     Student Housing
------------------------------------------------------------------------------------------------------------------------------------
                11     Philadelphia      Pennsylvania         Philadelphia           19103   Office          General Urban
                12     Irvine            California           Orange                 92614   Office          General Suburban
     6          13     Rye Brook         New York             Westchester            10573   Hospitality     Full Service
   4, 8         14     New York          New York             New York               10019   Office          General Urban
                15     Baltimore         Maryland             Baltimore              21201   Office          General Urban
                16     San Antonio       Texas                Bexar                  78224   Retail          Regional Mall
     8          17     Orange            California           Orange                 92865   Retail          Regional Mall
     7          18     Wilmington        North Carolina       New Hanover            28405   Retail          Regional Mall
------------------------------------------------------------------------------------------------------------------------------------
                19
              19.01    Santa Ana         California           Orange                 92701   Office          General Urban
              19.02    Santa Ana         California           Orange                 92701   Office          General Urban
              19.03    Santa Ana         California           Orange                 92701   Office          General Urban
------------------------------------------------------------------------------------------------------------------------------------
                20     Atlanta           Georgia              Fulton                 30305   Office          General Urban
                21     Nashville         Tennessee            Davidson               37201   Hospitality     Full Service
                22     Burbank           California           Los Angeles            91504   Office          General Suburban
     8          23     Lake Arrowhead    California           San Bernardino         92352   Retail          Anchored
     8          24     Olathe            Kansas               Johnson                66062   Retail          Anchored
     8          25     St. Louis         Missouri             Saint Louis City       63102   Office          General Urban
                26     Cherry Hill       New Jersey           Camden                 08002   Office          General Suburban
     8          27     Washington        District of Columbia District of Columbia   20005   Office          General Urban
                28     Des Plaines       Illinois             Cook                   60018   Office          General Suburban
                29     Albuquerque       New Mexico           Bernalillo             87102   Hospitality     Full Service
     9          30     Groton            Connecticut          New London             06340   Multifamily     Garden
     8          31     San Diego         California           San Diego              92130   Office          General Suburban
                32     Irvine            California           Orange                 92612   Office          R & D
                33     Roseville         Minnesota            Ramsey                 55113   Office          General Suburban
                34     Danbury           Connecticut          Fairfield              06810   Office          General Suburban
------------------------------------------------------------------------------------------------------------------------------------
                35
              35.01    Carrollton        Texas                Dallas                 75006   Retail          Anchored
              35.02    Richardson        Texas                Dallas                 75080   Retail          Anchored
------------------------------------------------------------------------------------------------------------------------------------
     8          36     St Louis          Missouri             St. Louis              63101   Office          General Urban
                37     Santa Monica      California           Los Angeles            90401   Office          General Suburban
     8          38     Thornton          Colorado             Adams                  80229   Office          General Suburban
                39     West Hollywood    California           Los Angeles            90069   Office          General Urban
    10          40     Chicago           Illinois             Cook                   60602   Hospitality     Full Service
                41     Reno              Nevada               Washoe                 89509   Office          General Urban
                42     McLean            Virginia             Fairfax                22101   Office          General Suburban
                43     Austin            Texas                Travis                 78701   Office          General Urban
                44     Seattle           Washington           King                   98101   Office          General Urban
   6, 8         45     Kapolei           Hawaii               Honolulu               96707   Retail          Shadow Anchored
                46     Latham            New York             Albany                 12110   Retail          Anchored
------------------------------------------------------------------------------------------------------------------------------------
                47
              47.01    Clarksville       Indiana              Clark                  47129   Retail          Anchored
              47.02    Indianapolis      Indiana              Marion                 46229   Retail          Anchored
              47.03    Indianapolis      Indiana              Marion                 46227   Retail          Anchored
------------------------------------------------------------------------------------------------------------------------------------
                48     Phoenix           Arizona              Maricopa               85053   Multifamily     Garden
                49     West Palm Beach   Florida              Palm Beach             33401   Office          General Suburban
                50     Minneapolis       Minnesota            Hennepin               55414   Hospitality     Full Service
                51     Wayne             New Jersey           Passaic                07470   Retail          Anchored
------------------------------------------------------------------------------------------------------------------------------------
                52
              52.01    Franklin          Tennessee            Williamson             37064   Office          General Suburban
              52.02    Brentwood         Tennessee            Williamson             37027   Office          General Suburban
------------------------------------------------------------------------------------------------------------------------------------
                53     Boston            Massachusetts        Suffolk                02111   Office          General Urban
                54     Encinitas         California           San Diego              92024   Retail          Shadow Anchored
                55     Huntsville        Alabama              Madison                35806   Retail          Anchored
                56     Cicero            Illinois             Cook                   60804   Industrial      Warehouse
                57     Reno              Nevada               Washoe                 89501   Office          General Urban
                58     Santa Monica      California           Los Angeles            90401   Retail          Unanchored
                59     York              Pennsylvania         York                   17402   Office          General Suburban
                60     Melville          New York             Suffolk                11747   Office          General Suburban
    11          61     Durham            North Carolina       Durham                 27703   Retail          Anchored
     8          62     Tucson            Arizona              Pima                   85704   Retail          Anchored
                63     Bessemer          Alabama              Jefferson              35111   Retail          Anchored
     9          64     Bloomfield Hills  Michigan             Oakland                48302   Retail          Anchored
                65     Hollidaysburg     Pennsylvania         Blair                  16648   Multifamily     Garden
                66     Troy              Michigan             Oakland                48098   Retail          Anchored
------------------------------------------------------------------------------------------------------------------------------------
     8          67
              67.01    Fairfield         Connecticut          Fairfield              06430   Office          General Suburban
              67.02    Fairfield         Connecticut          Fairfield              06430   Office          General Suburban
------------------------------------------------------------------------------------------------------------------------------------
     9          68     Glenview          Illinois             Cook                   60026   Office          Medical
                69     Alameda           California           Alameda                94502   Office          General Suburban
                70     Camarillo         California           Ventura                93010   Hospitality     Limited Service
                71     Charlotte         North Carolina       Mecklenburg            28277   Office          General Suburban
                72     Chattanooga       Tennessee            Hamilton               37421   Office          Medical
                73     Pasadena          California           Los Angeles            91101   Retail          Unanchored
                74     San Jose          California           Santa Clara            95129   Hospitality     Limited Service
                75     Henderson         Nevada               Clark                  89014   Retail          Shadow Anchored
     8          76     Las Vegas         Nevada               Clark                  89123   Retail          Anchored
                77     Las Vegas         Nevada               Clark                  89113   Office          General Suburban
                78     Seattle           Washington           King                   98121   Office          General Urban
                79     Austin            Texas                Williamson             78717   Retail          Shadow Anchored
                80     Reno              Nevada               Washoe                 89502   Industrial      Warehouse
    11          81     Greenwood         South Carolina       Greenwood              29649   Retail          Shadow Anchored
                82     Tampa             Florida              Hillsborough           33624   Office          General Suburban
                83     Columbus          Ohio                 Delaware               43240   Retail          Anchored
                84     Philadelphia      Pennsylvania         Philadelphia           19103   Office          General Urban
                85     East Ellijay      Georgia              Gilmer                 30540   Retail          Anchored
                86     Ronkonkoma        New York             Suffolk                11779   Office          General Suburban
                87     Tampa             Florida              Hillsborough           33629   Office          General Urban
                88     Glenview          Illinois             Cook                   60026   Office          Medical
                89     Highlands Ranch   Colorado             Douglas                80126   Retail          Shadow Anchored
                90     Fountain Hills    Arizona              Maricopa               85268   Retail          Anchored
                91     Chester           Virginia             Chesterfield           23836   Office          General Suburban
                92     Chicago           Illinois             Cook                   60646   Retail          Shadow Anchored
                93     Seaside           California           Monterey               93955   Retail          Unanchored
                94     Seattle           Washington           King                   98103   Office          General Urban
     8          95     Dublin            Ohio                 Franklin               43017   Office          General Suburban
                96     Tracy             California           San Joaquin            95304   Retail          Anchored
                97     Delray Beach      Florida              Palm Beach             33444   Office          General Urban
                98     Las Vegas         Nevada               Clark                  89113   Office          General Suburban
                99     Fullerton         California           Orange                 92835   Office          General Suburban
               100     Stafford          Texas                Fort Bend              77477   Office          General Suburban
               101     Burlington        Vermont              Chittenden             05401   Office          General Urban
     8         102     Kearny Mesa       California           San Diego              92123   Industrial      Industrial
               103     Lake Worth        Florida              Palm Beach             33467   Office          General Suburban
               104     Fountain Valley   California           Orange                 92708   Retail          Anchored
               105     Pell City         Alabama              Saint Clair            35125   Retail          Shadow Anchored
               106     Raleigh           North Carolina       Wake                   27607   Office          General Urban
               107     Phoenix           Arizona              Maricopa               85053   Retail          Anchored
               108     Castle Rock       Colorado             Douglas                80104   Retail          Shadow Anchored
               109     Peachtree City    Georgia              Fayette                30269   Retail          Anchored
   9, 12       110     Colorado Springs  Colorado             El Paso                80915   Retail          Shadow Anchored
               111     Farmington Hills  Michigan             Oakland                48334   Office          General Suburban
               112     Reno              Nevada               Washoe                 89511   Office          General Suburban
               113     Atlanta           Georgia              Fulton                 30318   Retail          Unanchored
               114     Tamarac           Florida              Broward                33321   Industrial      Warehouse
               115     Houston           Texas                Harris                 77074   Office          Medical
               116     Oklahoma City     Oklahoma             Oklahoma               73134   Office          General Suburban
    11         117     Augusta           Georgia              Richmond               30906   Retail          Shadow Anchored
               118     Vestavia          Alabama              Jefferson              35216   Retail          Unanchored
               119     Raleigh           North Carolina       Wake                   27609   Retail          Anchored
               120     Long Grove        Illinois             Lake                   60047   Office          Medical
    11         121     Martinsville      Virginia             Martinsville City      24112   Retail          Shadow Anchored
               122     Stockbridge       Georgia              Henry                  30281   Office          General Suburban
               123     Centennial        Colorado             Arapahoe               80015   Retail          Shadow Anchored
               124     Greenacres        Florida              Palm Beach             33463   Office          General Suburban
               125     Pleasant Hill     California           Contra Costa           94523   Retail          Single Tenant
               126     Lexington         Kentucky             Fayette                40515   Retail          Shadow Anchored
               127     Reno              Nevada               Washoe                 89511   Office          General Suburban
------------------------------------------------------------------------------------------------------------------------------------
               128
              128.01   Long Beach        California           Los Angeles            90802   Multifamily     Garden
              128.02   Long Beach        California           Los Angeles            90802   Multifamily     Garden
------------------------------------------------------------------------------------------------------------------------------------
               129     Biscoe            North Carolina       Montgomery             27209   Retail          Shadow Anchored
               130     Pueblo West       Colorado             Pueblo                 81007   Retail          Anchored
               131     Hailey            Idaho                Blaine                 83333   Self-Storage    General, units only
    11         132     South Boston      Virginia             Halifax                24592   Retail          Shadow Anchored
               133     Ontario           California           San Bernardino         91764   Retail          Shadow Anchored
               134     Santa Rosa        California           Sonoma                 95407   Retail          Unanchored
               135     Lawrenceburg      Kentucky             Anderson               40342   Retail          Shadow Anchored
               136     Metairie          Louisiana            Jefferson              70006   Retail          Unanchored
               137     Stockton          California           San Joaquin            95219   Office          General Suburban
               138     Los Angeles       California           Los Angeles            90005   Multifamily     Conventional
               139     Lancaster         Texas                Dallas                 75146   Retail          Single Tenant
               140     Sun Prarie        Wisconsin            Dane                   53590   Multifamily     Conventional
               141     Reno              Nevada               Washoe                 89509   Office          General Suburban
               142     Houston           Texas                Harris                 77080   Industrial      Warehouse
               143     Reno              Nevada               Washoe                 89511   Office          General Suburban




           CONTROL                                                            NUMBER     UNIT         LOAN PER
FOOTNOTE   NUMBER               YEAR BUILT               YEAR RENOVATED      OF UNITS DESCRIPTION       UNIT      ORIGINAL BALANCE
-----------------------------------------------------------------------------------------------------------------------------------

     2        1    1960, 1963, 1969, 1982, 1985, 1986   1980, Ongoing        493,706 sf                $507.17     $251,000,000.00
   3, 4       2                   1999                       NAP             536,890 sf                $787.78     $237,000,000.00
              3                   1928                       2001             741915 sf                $303.27     $225,000,000.00
              4                   1985                       NAP           1,299,522 sf                $165.27     $214,770,000.00
              5                 1921-1923                 1998-2004          876,704 sf                $207.03     $181,500,000.00
   5, 13      6                   1962                   1992 & 1998         700,908 sf                $220.90     $155,000,000.00
              7                2002, 2003                    NAP                 732 Rooms         $184,426.23     $135,000,000.00
              8                   2000                       2002             164425 sf                $681.16     $112,000,000.00
     8        9                   1967                       2000             160522 sf                $622.97     $100,000,000.00
-----------------------------------------------------------------------------------------------------------------------------------
              10                                                                1073 Units          $91,947.81      $98,660,000.00
            10.01                 1999                       2004                221 Units
            10.02                 2000                       NAP                 132 Units
            10.03                 2000                       NAP                 132 Units
            10.04                 2000                       NAP                 108 Units
            10.05                 2000                       NAP                  96 Units
            10.06                 2000                       NAP                  96 Units
            10.07                 1998                       NAP                  96 Units
            10.08                 1999                       NAP                  84 Units
            10.09                 2000                       NAP                 108 Units
-----------------------------------------------------------------------------------------------------------------------------------
              11                  1969                       1989             843304 sf                $105.42      $88,900,000.00
              12                  2002                       NAP              324955 sf                $233.19      $76,000,000.00
     6        13                  1983                    2003/2004              374 Rooms         $200,534.76      $75,000,000.00
   4, 8       14                  1971                       2000             332955 sf                $450.51      $67,500,000.00
              15                  1991                       NAP              477771 sf                $136.05      $65,000,000.00
              16                  1968                       2001             669462 sf                 $95.60      $64,000,000.00
     8        17                  1971                       2004             299933 sf                $200.21      $60,050,000.00
     7        18                  2004                       NAP              394018 sf                $131.97      $52,000,000.00
-----------------------------------------------------------------------------------------------------------------------------------
              19                                                              384291 sf                $125.43      $48,200,000.00
            19.01                 1986                       2000             147892 sf
            19.02                 1987                       2001             124498 sf
            19.03                 1987                       2001             111901 sf
-----------------------------------------------------------------------------------------------------------------------------------
              20         1960, 1970, 1977, 1982              NAP             427,351 sf                $112.32      $48,000,000.00
              21                  2000                       NAP                 330 Rooms         $108,777.90      $36,000,000.00
              22                  1969                       1996             230800 sf                $154.68      $35,700,000.00
     8        23            1920, 1960, 1980                 NAP             233,532 sf                $147.73      $34,500,000.00
     8        24                  1997                       NAP              299224 sf                $110.79      $33,150,000.00
     8        25                  1985                    1999-2003          434,136 sf                 $70.83      $30,750,000.00
              26                  1974                       2003             439190 sf                 $68.31      $30,000,000.00
     8        27                  1903                       2003             127600 sf                $219.44      $28,000,000.00
              28                  1968                       1999            244,788 sf                $104.91      $26,000,000.00
              29                  1990                       2001                395 Rooms          $59,986.25      $23,800,000.00
     9        30                  1964                       2002                342 Units          $64,327.49      $22,000,000.00
     8        31                  2001                       2003             75,885 sf                $279.37      $21,200,000.00
              32                  1967                       2001             138222 sf                $151.93      $21,000,000.00
              33                  1965                       2003             359540 sf                 $57.52      $20,860,000.00
              34                  1988                       NAP              215000 sf                 $94.02      $20,250,000.00
-----------------------------------------------------------------------------------------------------------------------------------
              35                                                              229219 sf                 $87.99      $20,170,000.00
            35.01                 1985                       NAP              126186 sf
            35.02                 1961                       1990             103033 sf
-----------------------------------------------------------------------------------------------------------------------------------
     8        36                  1983                       1999             337088 sf                 $58.97      $20,000,000.00
              37                  1987                       NAP               47639 sf                $408.91      $19,480,000.00
     8        38                  1967                       1994             477225 sf                 $39.81      $19,000,000.00
              39                  1927                       1997              41341 sf                $423.79      $17,520,000.00
    10        40                  1895                       1999                122 Rooms         $142,299.32      $17,400,000.00
              41                  2002                       NAP               71460 sf                $239.92      $17,200,000.00
              42                  1980                       NAP              70,123 sf                $239.58      $16,800,000.00
              43                  1984                       NAP              164044 sf                $100.41      $16,500,000.00
              44                  1929                       2001             159039 sf                 $98.56      $15,675,000.00
   6, 8       45                  2002                       NAP              64,076 sf                $240.34      $15,400,000.00
              46                  1966                       2003             255267 sf                 $58.76      $15,000,000.00
-----------------------------------------------------------------------------------------------------------------------------------
              47                                                             208,412 sf                 $71.90      $15,000,000.00
            47.01                 1996                       NAP             108,739 sf
            47.02              1992, 1995                    1994             57,673 sf
            47.03                 1997                       NAP              42,000 sf
-----------------------------------------------------------------------------------------------------------------------------------
              48                  1987                       NAP                 568 Units          $26,298.09      $15,000,000.00
              49                  1955                       2003             160062 sf                 $92.39      $14,800,000.00
              50                  1985                       2003                304 Rooms          $47,390.48      $14,500,000.00
              51                  2004                       NAP               56000 sf                $253.57      $14,200,000.00
-----------------------------------------------------------------------------------------------------------------------------------
              52                                                              133863 sf                $104.58      $14,000,000.00
            52.01                 1985                       2004              92997 sf
            52.02                 1985                       2002              40866 sf
-----------------------------------------------------------------------------------------------------------------------------------
              53                  1890                       2003              83307 sf                $164.32      $13,750,000.00
              54                  2002                       2004              37406 sf                $364.43      $13,700,000.00
              55                  1995                       NAP             109,905 sf                $122.83      $13,500,000.00
              56                  1950                       1978             548099 sf                 $23.70      $13,000,000.00
              57                1981-1982                    NAP             116,514 sf                $109.43      $12,750,000.00
              58                  1948                       1949              14400 sf                $864.91      $12,500,000.00
              59                  1989                       1999             116579 sf                $102.63      $12,000,000.00
              60                  1966                       1986             96,244 sf                $122.09      $11,750,000.00
    11        61                  1959                       1988            199,450 sf                 $57.36      $11,440,000.00
     8        62                  1953                    1996-2004           71,478 sf                $158.09      $11,300,000.00
              63                2002-2004                    NAP              95,092 sf                $117.78      $11,200,000.00
     9        64               1995, 2005                 1995, 2004          65,385 sf                $171.14      $11,200,000.00
              65                1972-1973                  Ongoing               194 Units          $53,195.88      $10,320,000.00
              66                  1994                       NAP               79512 sf                $126.28      $10,050,000.00
-----------------------------------------------------------------------------------------------------------------------------------
     8        67                                                               88763 sf                $112.66      $10,000,000.00
            67.01                 1985                       NAP               59560 sf
            67.02                 1988                       NAP               29203 sf
-----------------------------------------------------------------------------------------------------------------------------------
     9        68                  2002                       NAP              44,200 sf                $221.53       $9,800,000.00
              69                  1986                       NAP              120577 sf                 $78.56       $9,500,000.00
              70                  2004                       NAP                 115 Rooms          $77,944.89       $9,000,000.00
              71                  2003                       NAP              71,813 sf                $123.24       $8,850,000.00
              72                  2004                       NAP              52,398 sf                $166.04       $8,700,000.00
              73                  2003                       NAP               21001 sf                $410.93       $8,630,000.00
              74                  2001                       NAP                 101 Rooms          $85,041.74       $8,600,000.00
              75               1993 & 1996                   NAP              34,300 sf                $247.81       $8,500,000.00
     8        76                  1998                       NAP               45240 sf                $186.78       $8,450,000.00
              77                  2004                       NAP              56,161 sf                $149.84       $8,415,000.00
              78                  1989                       NAP              69,706 sf                $117.64       $8,200,000.00
              79                  2004                       NAP              57,639 sf                $140.53       $8,100,000.00
              80                  2000                       2003             107371 sf                 $74.31       $8,000,000.00
    11        81                  1996                       NAP              83,200 sf                 $91.59       $7,620,000.00
              82                  1987                       2001             95,584 sf                 $79.14       $7,600,000.00
              83                  2004                       NAP               40592 sf                $184.58       $7,500,000.00
              84             1914-1915, 1922                 1986            106,304 sf                 $68.48       $7,280,000.00
              85                  2004                       NAP              83,300 sf                 $85.23       $7,100,000.00
              86         1990, 1997, 1999, 2000              NAP              68,624 sf                $102.01       $7,000,000.00
              87               1961, 1963                    1983             79,238 sf                 $88.34       $7,000,000.00
              88                2003-2004                    NAP              30,000 sf                $226.47       $6,800,000.00
              89                  1998                       NAP              28,179 sf                $239.54       $6,750,000.00
              90                  2002                       NAP               28452 sf                $233.51       $6,650,000.00
              91               1966, 1986                    1986            127,500 sf                 $50.98       $6,500,000.00
              92                  1984                       1988              29762 sf                $216.58       $6,446,000.00
              93                  1989                       NAP               25877 sf                $244.85       $6,342,000.00
              94                  2000                       NAP               21516 sf                $288.50       $6,225,000.00
     8        95                1985-1986                    1999            124,929 sf                 $48.80       $6,120,000.00
              96                  2004                       NAP              38,555 sf                $155.62       $6,000,000.00
              97                  1976                       2000              40055 sf                $146.61       $5,900,000.00
              98                  2004                       NAP              38,654 sf                $150.05       $5,800,000.00
              99                  1977                       NAP              30,786 sf                $185.15       $5,700,000.00
             100                  1981                       NAP              125490 sf                 $44.77       $5,650,000.00
             101                  1984                       1999              68994 sf                 $81.17       $5,600,000.00
     8       102                1980-1981                    NAP              45,842 sf                $122.16       $5,600,000.00
             103                  1979                       NAP              56,989 sf                 $96.00       $5,500,000.00
             104                  1979                       NAP              50,722 sf                $101.16       $5,185,000.00
             105                  2003                       NAP              46,375 sf                $108.67       $5,050,000.00
             106                  2000                       NAP              61,648 sf                 $80.98       $5,000,000.00
             107                  2004                       NAP               25725 sf                $189.74       $4,900,000.00
             108                  1997                       NAP              22,270 sf                $217.78       $4,850,000.00
             109                  2000                       NAP               36460 sf                $130.03       $4,750,000.00
   9, 12     110                2003-2004                    NAP              23,208 sf                $202.31       $4,700,000.00
             111                  1988                       NAP              44,790 sf                $104.34       $4,700,000.00
             112                  2001                       2004              31421 sf                $145.89       $4,600,000.00
             113                  1940                       2003              34135 sf                $131.18       $4,500,000.00
             114                  2004                       NAP              65,674 sf                 $60.91       $4,000,000.00
             115                  1983                       NAP              78,408 sf                 $51.02       $4,000,000.00
             116                  2003                       NAP               41598 sf                 $95.89       $4,000,000.00
    11       117               1984, 1996                  Ongoing            35,097 sf                $111.69       $3,920,000.00
             118                  2003                       NAP               29900 sf                $128.39       $3,850,000.00
             119                  1966                       1995              52575 sf                 $72.28       $3,800,000.00
             120                  1981                       2003             25,544 sf                $146.81       $3,750,000.00
    11       121                  1996                       NAP              34,000 sf                $105.15       $3,575,000.00
             122                  2001                       NAP               32310 sf                $109.46       $3,550,000.00
             123                  1997                       NAP              17,500 sf                $200.00       $3,500,000.00
             124                  1986                       NAP              51,331 sf                 $66.86       $3,450,000.00
             125                  2003                       NAP               14955 sf                $227.15       $3,400,000.00
             126                  1990                       NAP              38,450 sf                 $79.09       $3,050,000.00
             127                  2002                       2003              20403 sf                $146.38       $3,000,000.00
-----------------------------------------------------------------------------------------------------------------------------------
             128                                                                  34 Units          $85,219.51       $2,900,000.00
            128.01                1988                       NAP                  21 Units
            128.02                1966                       NAP                  13 Units
-----------------------------------------------------------------------------------------------------------------------------------
             129                  2004                       NAP              25,840 sf                $111.46       $2,880,000.00
             130                  2000                       NAP              56,280 sf                 $48.35       $2,770,000.00
             131                  2000                       NAP                 487 Units           $5,507.51       $2,700,000.00
    11       132                  2004                       NAP              26,200 sf                 $99.24       $2,600,000.00
             133                  2004                       NAP               8,371 sf                $309.73       $2,600,000.00
             134                  1986                       NAP               18715 sf                $138.22       $2,598,000.00
             135                  2004                       NAP              24,712 sf                $102.98       $2,550,000.00
             136                  1980                       2002              12800 sf                $194.94       $2,500,000.00
             137                  2004                       NAP               14513 sf                $151.00       $2,200,000.00
             138                  1928                       2002                 40 Units          $50,378.97       $2,025,000.00
             139                  1997                       NAP               10908 sf                $182.61       $2,000,000.00
             140                  2004                       NAP                  25 Units          $74,000.00       $1,850,000.00
             141                  2001                       2001               9672 sf                $146.72       $1,425,000.00
             142                  1972                       1999              35942 sf                 $31.18       $1,125,000.00
             143                  2001                       2002               7844 sf                $142.78       $1,125,000.00



                                                             % OF
                        CUT-OFF DATE     ALLOCATED CUT-OFF  INITIAL
            CONTROL    BALANCE AS OF        DATE BALANCE     POOL     INTEREST     ADMINISTRATIVE
 FOOTNOTE   NUMBER     FEBRUARY 2005      (MULTI-PROPERTY)  BALANCE     RATE             FEE
-------------------------------------------------------------------------------------------------

     2          1       $250,391,107.83    $250,391,107.83   6.9%     4.4300%          0.0206%
   3, 4         2       $234,752,792.07    $234,752,792.07   6.5%     4.7800%          0.0206%
                3       $225,000,000.00    $225,000,000.00   6.2%     5.7800%          0.0206%
                4       $214,770,000.00    $214,770,000.00   6.0%     5.0000%          0.0206%
                5       $181,500,000.00    $181,500,000.00   5.0%     5.0400%          0.0206%
   5, 13        6       $154,827,634.22    $154,827,634.22   4.3%     4.8050%          0.0206%
                7       $135,000,000.00    $135,000,000.00   3.7%     5.0800%          0.0206%
                8       $112,000,000.00    $112,000,000.00   3.1%     6.1500%          0.0206%
     8          9       $100,000,000.00    $100,000,000.00   2.8%     5.6250%          0.0206%
-----------------------------------------------------------------------------------------------
                10       $98,660,000.00                      2.7%     6.4390%          0.0206%
              10.01                         $24,540,000.00
              10.02                         $13,680,000.00
              10.03                         $11,120,000.00
              10.04                          $9,440,000.00
              10.05                          $8,960,000.00
              10.06                          $8,520,000.00
              10.07                          $8,160,000.00
              10.08                          $7,440,000.00
              10.09                          $6,800,000.00
-----------------------------------------------------------------------------------------------
                11       $88,900,000.00     $88,900,000.00   2.5%     5.3450%          0.0206%
                12       $75,776,163.02     $75,776,163.02   2.1%     6.7000%          0.0206%
     6          13       $75,000,000.00     $75,000,000.00   2.1%     6.2000%          0.0206%
   4, 8         14       $67,500,000.00     $67,500,000.00   1.9%     5.5350%          0.0406%
                15       $65,000,000.00     $65,000,000.00   1.8%     5.5450%          0.0206%
                16       $64,000,000.00     $64,000,000.00   1.8%     5.8800%          0.0206%
     8          17       $60,050,000.00     $60,050,000.00   1.7%     5.4800%          0.0206%
     7          18       $52,000,000.00     $52,000,000.00   1.4%     5.7710%          0.0506%
-----------------------------------------------------------------------------------------------
                19       $48,200,000.00                      1.3%     6.7560%          0.0206%
              19.01                         $21,993,948.10
              19.02                         $14,337,198.84
              19.03                         $11,868,853.06
-----------------------------------------------------------------------------------------------
                20       $48,000,000.00     $48,000,000.00   1.3%     4.7600%          0.0206%
                21       $35,896,706.86     $35,896,706.86   1.0%     5.4000%          0.0206%
                22       $35,700,000.00     $35,700,000.00   1.0%     5.3600%          0.0206%
     8          23       $34,500,000.00     $34,500,000.00   1.0%     5.6800%          0.0206%
     8          24       $33,150,000.00     $33,150,000.00   0.9%     5.1300%          0.0206%
     8          25       $30,750,000.00     $30,750,000.00   0.9%     5.4800%          0.0806%
                26       $30,000,000.00     $30,000,000.00   0.8%     6.1150%          0.0206%
     8          27       $28,000,000.00     $28,000,000.00   0.8%     6.0750%          0.0706%
                28       $25,679,805.13     $25,679,805.13   0.7%     6.1000%          0.0906%
                29       $23,694,569.16     $23,694,569.16   0.7%     5.4460%          0.0206%
     9          30       $22,000,000.00     $22,000,000.00   0.6%     5.9000%          0.0206%
     8          31       $21,200,000.00     $21,200,000.00   0.6%     5.5500%          0.0206%
                32       $21,000,000.00     $21,000,000.00   0.6%     6.1800%          0.0206%
                33       $20,679,031.01     $20,679,031.01   0.6%     5.2000%          0.0206%
                34       $20,215,329.01     $20,215,329.01   0.6%     5.8860%          0.0206%
-----------------------------------------------------------------------------------------------
                35       $20,170,000.00                      0.6%     5.3300%          0.0206%
              35.01                         $11,850,000.00
              35.02                          $8,320,000.00
-----------------------------------------------------------------------------------------------
     8          36       $19,877,689.35     $19,877,689.35   0.6%     6.0780%          0.0706%
                37       $19,480,000.00     $19,480,000.00   0.5%     5.3400%          0.0206%
     8          38       $19,000,000.00     $19,000,000.00   0.5%     5.6030%          0.0206%
                39       $17,520,000.00     $17,520,000.00   0.5%     5.3400%          0.0206%
    10          40       $17,360,516.87     $17,360,516.87   0.5%     6.6000%          0.0206%
                41       $17,144,612.00     $17,144,612.00   0.5%     6.3500%          0.0206%
                42       $16,800,000.00     $16,800,000.00   0.5%     5.3800%          0.0206%
                43       $16,472,187.03     $16,472,187.03   0.5%     5.9460%          0.0206%
                44       $15,675,000.00     $15,675,000.00   0.4%     5.4620%          0.0206%
   6, 8         45       $15,400,000.00     $15,400,000.00   0.4%     5.1800%          0.0206%
                46       $15,000,000.00     $15,000,000.00   0.4%     5.6350%          0.0206%
-----------------------------------------------------------------------------------------------
                47       $14,985,090.50                      0.4%     5.2800%          0.0506%
              47.01                          $8,223,038.47
              47.02                          $4,127,486.30
              47.03                          $2,634,565.72
-----------------------------------------------------------------------------------------------
                48       $14,937,314.07     $14,937,314.07   0.4%     5.2500%          0.0206%
                49       $14,787,733.19     $14,787,733.19   0.4%     6.0000%          0.0206%
                50       $14,406,706.35     $14,406,706.35   0.4%     6.3000%          0.0206%
                51       $14,200,000.00     $14,200,000.00   0.4%     5.6480%          0.0206%
-----------------------------------------------------------------------------------------------
                52       $14,000,000.00                      0.4%     6.1500%          0.0206%
              52.01                          $9,170,000.00
              52.02                          $4,830,000.00
-----------------------------------------------------------------------------------------------
                53       $13,689,093.11     $13,689,093.11   0.4%     6.0930%          0.0206%
                54       $13,631,695.90     $13,631,695.90   0.4%     5.5700%          0.0206%
                55       $13,500,000.00     $13,500,000.00   0.4%     5.5500%          0.0206%
                56       $12,990,058.54     $12,990,058.54   0.4%     6.3000%          0.0206%
                57       $12,750,000.00     $12,750,000.00   0.4%     5.2300%          0.0906%
                58       $12,454,689.81     $12,454,689.81   0.3%     5.8650%          0.0206%
                59       $11,964,671.51     $11,964,671.51   0.3%     5.5730%          0.0206%
                60       $11,750,000.00     $11,750,000.00   0.3%     5.5500%          0.0806%
    11          61       $11,440,000.00     $11,440,000.00   0.3%     5.4400%          0.0206%
     8          62       $11,300,000.00     $11,300,000.00   0.3%     5.4200%          0.0206%
                63       $11,200,000.00     $11,200,000.00   0.3%     5.4300%          0.0206%
     9          64       $11,189,840.70     $11,189,840.70   0.3%     5.6500%          0.0706%
                65       $10,320,000.00     $10,320,000.00   0.3%     5.3400%          0.0206%
                66       $10,040,511.62     $10,040,511.62   0.3%     5.4900%          0.0206%
-----------------------------------------------------------------------------------------------
     8          67       $10,000,000.00                      0.3%     6.2600%          0.0206%
              67.01                          $6,500,000.00
              67.02                          $3,500,000.00
-----------------------------------------------------------------------------------------------
     9          68        $9,791,662.06      $9,791,662.06   0.3%     5.9000%          0.0806%
                69        $9,472,403.79      $9,472,403.79   0.3%     5.6320%          0.0206%
                70        $8,963,662.56      $8,963,662.56   0.2%     5.9720%          0.0206%
                71        $8,850,000.00      $8,850,000.00   0.2%     6.0000%          0.0206%
                72        $8,700,000.00      $8,700,000.00   0.2%     5.3500%          0.0206%
                73        $8,630,000.00      $8,630,000.00   0.2%     5.3400%          0.0206%
                74        $8,589,215.82      $8,589,215.82   0.2%     6.0900%          0.0206%
                75        $8,500,000.00      $8,500,000.00   0.2%     6.1900%          0.0206%
     8          76        $8,450,000.00      $8,450,000.00   0.2%     6.0500%          0.0206%
                77        $8,415,000.00      $8,415,000.00   0.2%     5.4300%          0.0206%
                78        $8,200,000.00      $8,200,000.00   0.2%     5.1000%          0.0206%
                79        $8,100,000.00      $8,100,000.00   0.2%     5.4700%          0.0206%
                80        $7,978,405.89      $7,978,405.89   0.2%     5.9500%          0.0206%
    11          81        $7,620,000.00      $7,620,000.00   0.2%     5.3000%          0.0206%
                82        $7,564,410.61      $7,564,410.61   0.2%     5.8500%          0.0806%
                83        $7,492,545.25      $7,492,545.25   0.2%     5.2800%          0.0206%
                84        $7,280,000.00      $7,280,000.00   0.2%     4.8500%          0.0206%
                85        $7,100,000.00      $7,100,000.00   0.2%     5.6300%          0.0706%
                86        $7,000,000.00      $7,000,000.00   0.2%     5.5700%          0.0206%
                87        $7,000,000.00      $7,000,000.00   0.2%     5.5300%          0.0806%
                88        $6,794,214.50      $6,794,214.50   0.2%     5.9000%          0.0806%
                89        $6,750,000.00      $6,750,000.00   0.2%     5.2300%          0.0706%
                90        $6,643,891.53      $6,643,891.53   0.2%     5.6000%          0.0206%
                91        $6,500,000.00      $6,500,000.00   0.2%     5.6700%          0.0706%
                92        $6,446,000.00      $6,446,000.00   0.2%     6.3400%          0.0206%
                93        $6,336,027.24      $6,336,027.24   0.2%     5.5000%          0.0206%
                94        $6,207,358.40      $6,207,358.40   0.2%     5.7400%          0.0206%
     8          95        $6,096,114.92      $6,096,114.92   0.2%     5.5500%          0.0906%
                96        $6,000,000.00      $6,000,000.00   0.2%     5.3900%          0.0206%
                97        $5,872,371.39      $5,872,371.39   0.2%     5.8500%          0.0206%
                98        $5,800,000.00      $5,800,000.00   0.2%     5.4300%          0.0206%
                99        $5,700,000.00      $5,700,000.00   0.2%     5.9500%          0.0206%
               100        $5,618,061.30      $5,618,061.30   0.2%     5.7830%          0.0206%
               101        $5,600,000.00      $5,600,000.00   0.2%     5.8730%          0.0206%
     8         102        $5,600,000.00      $5,600,000.00   0.2%     5.1800%          0.0206%
               103        $5,471,034.62      $5,471,034.62   0.2%     5.3200%          0.0206%
               104        $5,130,916.57      $5,130,916.57   0.1%     5.5800%          0.0206%
               105        $5,039,643.81      $5,039,643.81   0.1%     5.1600%          0.0206%
               106        $4,992,186.40      $4,992,186.40   0.1%     4.9200%          0.0206%
               107        $4,881,052.62      $4,881,052.62   0.1%     5.5900%          0.0206%
               108        $4,850,000.00      $4,850,000.00   0.1%     5.2300%          0.0706%
               109        $4,741,009.68      $4,741,009.68   0.1%     5.4900%          0.0206%
   9, 12       110        $4,695,098.98      $4,695,098.98   0.1%     5.0800%          0.0206%
               111        $4,673,474.18      $4,673,474.18   0.1%     5.7900%          0.0206%
               112        $4,584,050.90      $4,584,050.90   0.1%     6.0500%          0.0206%
               113        $4,477,959.31      $4,477,959.31   0.1%     5.6500%          0.0206%
               114        $4,000,000.00      $4,000,000.00   0.1%     5.9700%          0.0206%
               115        $4,000,000.00      $4,000,000.00   0.1%     5.3700%          0.0906%
               116        $3,988,651.00      $3,988,651.00   0.1%     5.7350%          0.0206%
    11         117        $3,920,000.00      $3,920,000.00   0.1%     5.3700%          0.0206%
               118        $3,838,920.35      $3,838,920.35   0.1%     5.6730%          0.0206%
               119        $3,800,000.00      $3,800,000.00   0.1%     6.1500%          0.0206%
               120        $3,750,000.00      $3,750,000.00   0.1%     5.4800%          0.0906%
    11         121        $3,575,000.00      $3,575,000.00   0.1%     5.6000%          0.0206%
               122        $3,536,754.86      $3,536,754.86   0.1%     5.7430%          0.0206%
               123        $3,500,000.00      $3,500,000.00   0.1%     5.2300%          0.0706%
               124        $3,431,830.81      $3,431,830.81   0.1%     5.3200%          0.0206%
               125        $3,397,088.41      $3,397,088.41   0.1%     5.8750%          0.0206%
               126        $3,040,871.46      $3,040,871.46   0.1%     5.5000%          0.0206%
               127        $2,986,578.72      $2,986,578.72   0.1%     6.0500%          0.0206%
-----------------------------------------------------------------------------------------------
               128        $2,897,463.50                      0.1%     5.7930%          0.0206%
              128.01                         $1,608,591.80
              128.02                         $1,288,871.69
-----------------------------------------------------------------------------------------------
               129        $2,880,000.00      $2,880,000.00   0.1%     6.0200%          0.0206%
               130        $2,720,901.58      $2,720,901.58   0.1%     5.4500%          0.0206%
               131        $2,682,156.89      $2,682,156.89   0.1%     6.1500%          0.0906%
    11         132        $2,600,000.00      $2,600,000.00   0.1%     5.5800%          0.0706%
               133        $2,592,732.77      $2,592,732.77   0.1%     5.8000%          0.0206%
               134        $2,586,800.55      $2,586,800.55   0.1%     6.2100%          0.0206%
               135        $2,544,919.26      $2,544,919.26   0.1%     5.2800%          0.0206%
               136        $2,495,174.08      $2,495,174.08   0.1%     5.4100%          0.0206%
               137        $2,191,433.69      $2,191,433.69   0.1%     5.5600%          0.0206%
               138        $2,015,158.82      $2,015,158.82   0.1%     5.6850%          0.0206%
               139        $1,991,921.16      $1,991,921.16   0.1%     6.4850%          0.0206%
               140        $1,850,000.00      $1,850,000.00   0.1%     5.8700%          0.0206%
               141        $1,419,034.82      $1,419,034.82   0.0%     6.3350%          0.0206%
               142        $1,120,740.09      $1,120,740.09   0.0%     5.6800%          0.0206%
               143        $1,119,978.60      $1,119,978.60   0.0%     6.0600%          0.0206%


                                                                        INTEREST                 FIRST
            CONTROL       MONTHLY       ANNUAL DEBT                     ACCRUAL                 PAYMENT
FOOTNOTE    NUMBER        PAYMENT         SERVICE      BALLOON BALANCE   METHOD     NOTE DATE     DATE
-----------------------------------------------------------------------------------------------------------

     2          1      $1,261,361.78   $15,136,341.36  $229,034,813.96 Actual/360  11/12/2004   1/1/2005
   3, 4         2      $2,235,161.95   $26,821,943.40  $218,177,515.84 Actual/360   5/17/2004   7/1/2004
                3      $1,317,330.08   $15,807,960.96  $202,436,834.50 Actual/360   2/9/2005    4/6/2005
                4        $907,303.82   $10,887,645.84  $214,770,000.00 Actual/360  11/10/2004   1/1/2005
                5        $772,887.50    $9,274,650.00  $181,500,000.00 Actual/360  12/13/2004   2/1/2005
   5, 13        6        $813,699.81    $9,764,397.72  $142,513,989.16 Actual/360  12/14/2004   2/1/2005
                7        $579,437.50    $6,953,250.00  $135,000,000.00 Actual/360   11/9/2004   1/1/2005
                8        $682,335.54    $8,188,026.48  $104,828,727.89 Actual/360   9/17/2004  11/6/2004
     8          9        $575,656.40    $6,907,876.80   $91,270,239.53 Actual/360   11/9/2004   1/6/2005
----------------------------------------------------------------------------------------------------------
                10       $536,745.80    $6,440,949.59   $98,660,000.00 Actual/360   12/3/2004   1/6/2005
              10.01
              10.02
              10.03
              10.04
              10.05
              10.06
              10.07
              10.08
              10.09
----------------------------------------------------------------------------------------------------------
                11       $496,153.06    $5,953,836.72   $85,206,095.69 Actual/360   11/5/2004  12/6/2004
                12       $490,411.26    $5,884,935.12   $65,736,714.07 Actual/360   10/5/2004  11/6/2004
     6          13       $492,436.57    $5,909,238.84   $58,441,871.59 Actual/360   1/15/2005   3/1/2005
   4, 8         14       $701,484.38    $8,417,812.50   $67,500,000.00 Actual/360   11/9/2004   1/8/2005
                15       $370,900.13    $4,450,801.56   $57,000,868.74 Actual/360  11/19/2004   1/6/2005
                16       $394,569.47    $4,734,833.64   $58,562,427.63 Actual/360   9/10/2004  11/6/2004
     8          17       $278,037.06    $3,336,444.72   $60,050,000.00 Actual/360  10/18/2004  12/6/2004
     7          18       $304,151.95    $3,649,823.40   $44,844,404.47 Actual/360  12/20/2004   2/6/2005
----------------------------------------------------------------------------------------------------------
                19       $312,816.54    $3,753,798.53   $45,524,493.36 Actual/360   8/2/2004    9/6/2004
              19.01
              19.02
              19.03
----------------------------------------------------------------------------------------------------------
                20       $250,680.14    $3,008,161.68   $45,778,143.47 Actual/360  10/14/2004  12/1/2004
                21       $218,926.77    $2,627,121.24   $27,301,846.99 Actual/360  11/24/2004   1/6/2005
                22       $199,576.20    $2,394,914.40   $30,144,012.62 Actual/360   11/8/2004   1/6/2005
     8          23       $199,801.09    $2,397,613.08   $30,982,409.65 Actual/360   9/29/2004  11/1/2004
     8          24       $180,599.43    $2,167,193.15   $31,714,326.25 Actual/360  12/29/2004   2/6/2005
     8          25       $142,375.35    $1,708,504.20   $30,750,000.00 Actual/360   8/30/2004  10/1/2004
                26       $182,089.20    $2,185,070.40   $26,654,293.17 Actual/360  12/23/2004   2/6/2005
     8          27       $169,226.25    $2,030,715.00   $26,217,463.74 Actual/360   8/9/2004   10/6/2004
                28       $187,775.12    $2,253,301.44      $630,515.06 Actual/360   7/27/2004   9/1/2004
                29       $145,386.31    $1,744,635.72   $20,134,236.15 Actual/360  10/19/2004  12/6/2004
     9          30       $130,490.03    $1,565,880.36   $19,038,167.96 Actual/360   8/5/2004   10/1/2004
     8          31       $121,037.16    $1,452,445.92   $18,593,554.24 Actual/360   9/7/2004   11/1/2004
                32       $128,346.07    $1,540,152.84   $18,686,523.48 Actual/360  11/15/2004   1/6/2005
                33       $114,544.53    $1,374,534.36   $17,260,112.63 Actual/360   5/12/2004   7/1/2004
                34       $119,928.80    $1,439,145.60   $17,112,815.43 Actual/360  11/23/2004   1/6/2005
----------------------------------------------------------------------------------------------------------
                35       $112,381.01    $1,348,572.11   $17,596,305.07 Actual/360  11/10/2004   1/6/2005
              35.01
              35.02
----------------------------------------------------------------------------------------------------------
     8          36       $120,914.89    $1,450,978.68   $18,099,109.75 Actual/360   6/30/2004   8/1/2004
                37       $108,657.73    $1,303,892.76   $16,998,496.81 Actual/360  11/19/2004   1/6/2005
     8          38       $109,110.95    $1,309,331.40   $18,252,430.25 Actual/360   12/9/2004   2/6/2005
                39        $97,725.03    $1,172,700.36   $15,288,175.77 Actual/360  11/18/2004   1/6/2005
    10          40       $118,575.62    $1,422,907.44   $13,740,506.74 Actual/360  11/24/2004   1/6/2005
                41       $107,024.54    $1,284,294.48   $14,733,019.48 Actual/360   9/3/2004   11/6/2004
                42        $94,127.54    $1,129,530.48   $14,673,221.49 Actual/360   12/1/2004   2/1/2005
                43        $98,353.72    $1,180,244.64   $14,892,162.91 Actual/360  11/10/2004   1/6/2005
                44        $88,627.57    $1,063,530.84   $14,554,575.67 Actual/360  11/22/2004   1/6/2005
   6, 8         45        $84,372.91    $1,012,474.92   $13,383,798.51 Actual/360   1/7/2005    3/1/2005
                46        $86,443.19    $1,037,318.28   $13,160,085.94 Actual/360   8/13/2004  10/6/2004
----------------------------------------------------------------------------------------------------------
                47        $83,109.50      $997,314.00   $12,441,195.09 Actual/360   12/3/2004   2/1/2005
              47.01
              47.02
              47.03
----------------------------------------------------------------------------------------------------------
                48        $82,830.56      $993,966.72   $12,430,704.69 Actual/360   9/20/2004  11/6/2004
                49        $88,733.48    $1,064,801.73   $12,548,018.73 Actual/360  12/30/2004   2/6/2005
                50        $96,100.70    $1,153,208.40   $13,168,913.64 Actual/360   8/10/2004  10/6/2004
                51        $81,949.53      $983,394.36   $12,205,960.90 Actual/360  10/15/2004  12/6/2004
----------------------------------------------------------------------------------------------------------
                52        $85,291.94    $1,023,503.28   $12,449,385.33 Actual/360  11/30/2004   1/6/2005
              52.01
              52.02
----------------------------------------------------------------------------------------------------------
                53        $83,262.12      $999,145.44   $12,445,042.71 Actual/360   8/11/2004  10/6/2004
                54        $78,389.85      $940,678.20   $12,020,012.88 Actual/360   9/3/2004   10/6/2004
                55        $77,075.55      $924,906.60   $11,574,424.33 Actual/360   9/2/2004   11/1/2004
                56        $80,466.46      $965,597.55   $12,207,584.98 Actual/360  12/30/2004   2/6/2005
                57        $70,248.11      $842,977.32   $11,798,631.16 Actual/360   10/8/2004  12/1/2004
                58        $73,862.35      $886,348.20   $10,557,128.71 Actual/360   9/22/2004  11/6/2004
                59        $68,685.31      $824,223.72   $10,044,600.32 Actual/360  10/15/2004  12/6/2004
                60        $67,084.28      $805,011.36   $10,192,764.41 Actual/360   9/2/2004   11/1/2004
    11          61        $64,525.05      $774,300.60    $9,777,932.78 Actual/360  10/13/2004  12/1/2004
     8          62        $51,747.20      $620,966.40   $11,300,000.00 Actual/360   9/14/2004  11/1/2004
                63        $63,101.35      $757,216.20    $9,570,159.37 Actual/360  10/19/2004  12/1/2004
     9          64        $64,650.41      $775,804.92    $9,396,856.76 Actual/360  12/21/2004   2/1/2005
                65        $57,564.05      $690,768.60    $9,005,364.53 Actual/360  11/19/2004   1/1/2005
                66        $56,999.76      $683,997.12    $8,390,635.70 Actual/360   12/6/2004   2/6/2005
----------------------------------------------------------------------------------------------------------
     8          67        $52,891.20      $634,694.44   $10,000,000.00 Actual/360   6/30/2004   8/1/2004
              67.01
              67.02
----------------------------------------------------------------------------------------------------------
     9          68        $58,127.38      $697,528.56    $8,284,320.30 Actual/360  12/17/2004   2/1/2005
                69        $54,729.35      $656,752.20    $8,520,565.13 Actual/360  10/27/2004  12/6/2004
                70        $57,833.18      $693,998.16    $6,960,957.03 Actual/360  10/25/2004  12/6/2004
                71        $53,060.22      $636,722.64    $7,679,253.49 Actual/360   7/22/2004   9/1/2004
                72        $39,326.22      $471,914.58    $8,700,000.00 Actual/360   1/10/2005   3/1/2005
                73        $48,137.38      $577,648.56    $7,530,166.82 Actual/360  12/15/2004   2/6/2005
                74        $55,884.01      $670,608.12    $6,677,774.96 Actual/360   12/3/2004   2/6/2005
                75        $52,004.72      $624,056.64    $7,971,570.99 Actual/360   6/28/2004   8/1/2004
     8          76        $50,933.97      $611,207.64    $8,144,763.99 Actual/360   8/24/2004  10/6/2004
                77        $47,410.52      $568,926.24    $7,358,716.79 Actual/360   10/7/2004  12/1/2004
                78        $35,334.03      $424,008.36    $8,200,000.00 Actual/360   8/16/2004  10/1/2004
                79        $45,838.56      $550,062.72    $7,772,783.31 Actual/360   8/5/2004   10/1/2004
                80        $47,707.18      $572,486.16    $6,772,909.89 Actual/360  10/21/2004  12/6/2004
    11          81        $42,314.22      $507,770.64    $6,642,391.10 Actual/360   12/1/2004   2/1/2005
                82        $44,835.51      $538,026.12    $6,415,347.66 Actual/360   8/20/2004  10/1/2004
                83        $41,554.75      $498,657.00    $6,220,597.95 Actual/360  12/28/2004   2/6/2005
                84        $29,831.99      $357,983.88    $7,280,000.00 Actual/360  10/28/2004  12/1/2004
                85        $42,031.61      $504,379.32    $5,939,744.19 Actual/360  12/14/2004   2/1/2005
                86        $32,942.94      $395,315.28    $7,000,000.00 Actual/360   7/30/2004   9/1/2004
                87        $39,877.08      $478,524.96    $5,998,164.39 Actual/360  11/17/2004   1/1/2005
                88        $40,333.28      $483,999.36    $5,748,304.55 Actual/360  12/17/2004   2/1/2005
                89        $37,190.18      $446,282.16    $5,874,257.35 Actual/360   11/1/2004   1/1/2005
                90        $38,176.25      $458,115.00    $5,570,865.14 Actual/360   12/7/2004   2/6/2005
                91        $37,602.55      $451,230.60    $5,654,304.81 Actual/360   5/24/2004   7/1/2004
                92        $40,534.20      $486,410.40    $5,921,407.35 Actual/360   12/1/2004   1/6/2005
                93        $36,009.18      $432,110.16    $5,296,507.34 Actual/360  12/27/2004   2/6/2005
                94        $36,287.87      $435,454.44    $5,237,215.55 Actual/360   11/2/2004  12/6/2004
     8          95        $34,940.92      $419,291.04    $5,119,612.57 Actual/360   9/10/2004  11/1/2004
                96        $33,654.41      $403,852.92    $5,241,706.16 Actual/360   12/6/2004   2/1/2005
                97        $34,806.52      $417,678.24    $5,314,893.76 Actual/360   8/16/2004  10/6/2004
                98        $32,677.48      $392,129.76    $5,071,961.97 Actual/360   10/7/2004  12/1/2004
                99        $33,991.36      $407,896.32    $5,328,334.89 Actual/360   8/5/2004   10/1/2004
               100        $33,090.41      $397,084.92    $4,760,228.31 Actual/360   8/4/2004    9/6/2004
               101        $33,118.96      $397,427.52    $4,948,757.53 Actual/360   10/1/2004  11/6/2004
     8         102        $30,681.06      $368,172.72    $5,360,747.35 Actual/360  11/16/2004   1/1/2005
               103        $30,610.10      $367,321.20    $5,096,217.77 Actual/360   8/17/2004  10/1/2004
               104        $42,586.21      $511,034.52       $61,762.63 Actual/360  10/15/2004  12/1/2004
               105        $27,605.45      $331,265.40    $4,172,896.47 Actual/360   11/4/2004   1/1/2005
               106        $28,996.93      $347,963.16    $3,726,646.67 Actual/360   12/3/2004   2/1/2005
               107        $28,098.98      $337,187.76    $4,104,085.28 Actual/360   10/4/2004  11/6/2004
               108        $26,721.83      $320,661.96    $4,220,763.05 Actual/360   11/1/2004   1/1/2005
               109        $26,940.18      $323,282.16    $3,966,096.96 Actual/360   11/8/2004   1/6/2005
   9, 12       110        $25,460.91      $305,530.92    $3,873,363.66 Actual/360  12/15/2004   2/1/2005
               111        $27,547.47      $330,569.64    $3,960,670.18 Actual/360   7/9/2004    9/1/2004
               112        $27,727.37      $332,728.44    $3,906,320.80 Actual/360   9/27/2004  11/6/2004
               113        $25,975.61      $311,707.32    $3,775,703.88 Actual/360   8/31/2004  10/6/2004
               114        $23,904.92      $286,859.04    $3,612,715.12 Actual/360   8/12/2004  10/1/2004
               115        $22,386.38      $268,636.56    $3,412,178.59 Actual/360   12/3/2004   2/1/2005
               116        $23,304.81      $279,657.72    $3,364,770.82 Actual/360   11/5/2004  12/6/2004
    11         117        $21,938.66      $263,263.92    $3,422,920.08 Actual/360   12/1/2004   2/1/2005
               118        $22,279.59      $267,355.08    $3,232,510.53 Actual/360  10/12/2004  12/6/2004
               119        $19,745.49      $236,945.83    $3,800,000.00 Actual/360   6/3/2004    8/1/2004
               120        $17,362.85      $208,354.20    $3,750,000.00 Actual/360   8/3/2004   10/1/2004
    11         121        $20,523.32      $246,279.84    $3,139,027.95 Actual/360   8/31/2004  10/1/2004
               122        $20,701.05      $248,412.60    $2,987,259.95 Actual/360   9/10/2004  11/6/2004
               123        $19,283.80      $231,405.60    $3,045,910.87 Actual/360   11/1/2004   1/1/2005
               124        $19,200.88      $230,410.56    $3,196,718.48 Actual/360   8/17/2004  10/1/2004
               125        $20,112.28      $241,347.36    $2,872,016.77 Actual/360  12/20/2004   2/6/2005
               126        $17,317.56      $207,810.72    $2,547,259.98 Actual/360   10/7/2004  12/1/2004
               127        $18,083.07      $216,996.84    $2,547,384.56 Actual/360   8/23/2004  10/1/2004
----------------------------------------------------------------------------------------------------------
               128        $17,002.91      $204,034.92    $2,443,663.37 Actual/360  12/17/2004   2/6/2005
              128.01
              128.02
----------------------------------------------------------------------------------------------------------
               129        $17,304.11      $207,649.32    $2,500,307.28 Actual/360   7/14/2004   9/1/2004
               130        $22,559.78      $270,717.36       $31,851.89 Actual/360   8/6/2004   10/1/2004
               131        $17,644.54      $211,734.48    $2,100,846.37 Actual/360   8/9/2004   10/6/2004
    11         132        $14,893.28      $178,719.36    $2,281,847.23 Actual/360   8/25/2004  10/1/2004
               133        $15,255.58      $183,066.96    $2,191,386.11 Actual/360  10/19/2004  12/1/2004
               134        $15,928.81      $191,145.72    $2,216,292.73 Actual/360   8/11/2004  10/6/2004
               135        $14,128.61      $169,543.32    $2,115,190.23 Actual/360  11/19/2004   1/1/2005
               136        $14,053.88      $168,646.56    $2,082,223.44 Actual/360   12/2/2004   1/6/2005
               137        $12,574.30      $150,891.60    $1,840,951.03 Actual/360   9/27/2004  11/6/2004
               138        $11,733.87      $140,806.44    $1,700,877.84 Actual/360   8/17/2004  10/6/2004
               139        $12,621.64      $151,459.68    $1,719,499.71 Actual/360   8/10/2004  10/6/2004
               140        $10,937.54      $131,250.48    $1,599,785.22 Actual/360   9/22/2004  11/1/2004
               141         $8,852.90      $106,234.80    $1,219,981.67 Actual/360   8/2/2004   10/1/2004
               142         $6,515.25       $78,183.00      $944,860.17 Actual/360   9/29/2004  11/6/2004
               143         $6,788.40       $81,460.80      $955,548.42 Actual/360   8/13/2004  10/1/2004



                                                             GRACE
                     LAST IO   FIRST P&I                     DAYS -  GRACE                                       ORIGINAL REMAINING
            CONTROL  PAYMENT    PAYMENT   MATURITY   PAYMENT  LATE   DAYS -  LOAN TYPE (IO, AMORTIZING, IO         LOAN    LOAN
 FOOTNOTE   NUMBER    DATE       DATE       DATE       DATE   FEES   DEFAULT        AMORTIZING                     TERM    TERM
------------------------------------------------------------------------------------------------------------------------------------

     2        1                 1/1/2005   1/1/2010      1       0      3    Amortizing                             61      59
   3, 4       2                 7/1/2004   5/1/2009      1       0      0    Amortizing                             59      51
              3      3/6/2008   4/6/2008   3/6/2015      6       0      0    Interest Only, Then Amortizing        120      120
              4      11/1/2011            11/1/2011      1       0      0    Interest Only                          83      81
              5      1/1/2010              1/1/2010      1       0      0    Interest Only                          60      59
   5, 13      6                 2/1/2005   1/1/2010      1       0      0    Amortizing                             60      59
              7      12/1/2009            12/1/2009      1       1      1    Interest Only                          60      58
              8      9/6/2009  10/6/2009  10/6/2014      6       5      0    Interest Only, Then Amortizing        120      116
     8        9      11/6/2008 12/6/2008  12/6/2014      6       5      0    Interest Only, Then Amortizing        120      118
------------------------------------------------------------------------------------------------------------------------------------
              10     12/6/2009            12/6/2009      6       5      0    Interest Only                          60      58
            10.01
            10.02
            10.03
            10.04
            10.05
            10.06
            10.07
            10.08
            10.09
------------------------------------------------------------------------------------------------------------------------------------
              11     11/6/2008 12/6/2008  11/6/2011      6       0      0    Interest Only, Then Amortizing         84      81
              12               11/6/2004  10/6/2014      6       0      0    Amortizing                            120      116
     6        13                3/1/2005   2/1/2015      1       0      0    Amortizing                            120      120
   4, 8       14     12/8/2014            12/8/2014      8       0      0    Interest Only                         120      118
              15     12/6/2006  1/6/2007  12/6/2014      6       0      0    Interest Only, Then Amortizing        120      118
              16     9/6/2009  10/6/2009  10/6/2014      6       0      0    Interest Only, Then Amortizing        120      116
     8        17     11/6/2011            11/6/2011      6       5      0    Interest Only                          84      81
     7        18     1/6/2006   2/6/2006   1/6/2015      6       0      0    Interest Only, Then Amortizing        120      119
------------------------------------------------------------------------------------------------------------------------------------
              19     8/6/2006   9/6/2006   8/6/2011      6       0      0    Interest Only, Then Amortizing         84      78
            19.01
            19.02
            19.03
------------------------------------------------------------------------------------------------------------------------------------
              20     11/1/2006 12/1/2006  11/1/2009      1       5      5    Interest Only, Then Amortizing         60      57
              21                1/6/2005  12/6/2014      6       0      0    Amortizing                            120      118
              22     7/6/2005   8/6/2005  12/6/2014      6       0      0    Interest Only, Then Amortizing        120      118
     8        23     10/1/2007 11/1/2007  10/1/2014      1       5      5    Interest Only, Then Amortizing        120      116
     8        24     1/6/2009   2/6/2009   1/6/2012      6       0      0    Interest Only, Then Amortizing         84      83
     8        25     9/1/2009              9/1/2009      1       5      5    Interest Only                          60      55
              26     1/6/2007   2/6/2007   1/6/2015      6       0      0    Interest Only, Then Amortizing        120      119
     8        27     9/6/2009  10/6/2009   9/6/2014      6       0      0    Interest Only, Then Amortizing        120      115
              28                9/1/2004   8/1/2024      1       5      5    Fully Amortizing                      240      234
              29               12/6/2004  11/6/2011      6       0      0    Amortizing                             84      81
     9        30     9/1/2005  10/1/2005   9/1/2014      1       5      5    Interest Only, Then Amortizing        120      115
     8        31     10/1/2006 11/1/2006  10/1/2014      1       5      5    Interest Only, Then Amortizing        120      116
              32     12/6/2006  1/6/2007  12/6/2014      6       0      0    Interest Only, Then Amortizing        120      118
              33                7/1/2004   6/1/2014      1       0      0    Amortizing                            120      112
              34                1/6/2005  12/6/2014      6       0      0    Amortizing                            120      118
------------------------------------------------------------------------------------------------------------------------------------
              35     12/6/2006  1/6/2007  12/6/2014      6       5      0    Interest Only, Then Amortizing        120      118
            35.01
            35.02
------------------------------------------------------------------------------------------------------------------------------------
     8        36                8/1/2004   7/1/2011      1       0      0    Amortizing                             84      77
              37     12/6/2006  1/6/2007  12/6/2014      6       0      0    Interest Only, Then Amortizing        120      118
     8        38     1/6/2007   2/6/2007   1/6/2010      6       0      0    Interest Only, Then Amortizing         60      59
              39     12/6/2006  1/6/2007  12/6/2014      6       0      0    Interest Only, Then Amortizing        120      118
    10        40                1/6/2005  12/6/2014      6       0      0    Amortizing                            120      118
              41               11/6/2004  10/6/2014      6       0      0    Amortizing                            120      116
              42     1/1/2007   2/1/2007   1/1/2015      1       5      5    Interest Only, Then Amortizing        120      119
              43                1/6/2005  12/6/2011      6       0      0    Amortizing                             84      82
              44     12/6/2006  1/6/2007  12/6/2011      6       0      0    Interest Only, Then Amortizing         84      82
   6, 8       45     2/1/2007   3/1/2007   2/1/2015      1       5      5    Interest Only, Then Amortizing        120      120
              46     8/6/2006   9/6/2006   9/6/2014      6       5      0    Interest Only, Then Amortizing        120      115
------------------------------------------------------------------------------------------------------------------------------------
              47                2/1/2005   1/1/2015      1       5      5    Amortizing                            120      119
            47.01
            47.02
            47.03
------------------------------------------------------------------------------------------------------------------------------------
              48               11/6/2004  10/6/2014      6       0      0    Amortizing                            120      116
              49                2/6/2005   1/6/2015      6       0      0    Amortizing                            120      119
              50               10/6/2004   9/6/2009      6       0      0    Amortizing                             60      55
              51     11/6/2005 12/6/2005  11/6/2014      6       5      0    Interest Only, Then Amortizing        120      117
------------------------------------------------------------------------------------------------------------------------------------
              52     12/6/2006  1/6/2007  12/6/2014      6       0      0    Interest Only, Then Amortizing        120      118
            52.01
            52.02
------------------------------------------------------------------------------------------------------------------------------------
              53               10/6/2004   9/6/2011      6       0      0    Amortizing                             84      79
              54               10/6/2004   9/6/2012      6       0      0    Amortizing                             96      91
              55     10/1/2005 11/1/2005  10/1/2014      1       5      5    Interest Only, Then Amortizing        120      116
              56                2/6/2005   1/6/2010      6       0      0    Amortizing                             60      59
              57     11/1/2006 12/1/2006  11/1/2011      1       5      5    Interest Only, Then Amortizing         84      81
              58               11/6/2004  10/6/2014      6       0      0    Amortizing                            120      116
              59               12/6/2004  11/6/2014      6       0      0    Amortizing                            120      117
              60     4/1/2006   5/1/2006  10/1/2014      1       5      5    Interest Only, Then Amortizing        120      116
    11        61     11/1/2005 12/1/2005  11/1/2014      1      15      5    Interest Only, Then Amortizing        120      117
     8        62     10/1/2009            10/1/2009      1       5      5    Interest Only                          60      56
              63     11/1/2005 12/1/2005  11/1/2014      1       5      5    Interest Only, Then Amortizing        120      117
     9        64                2/1/2005   1/1/2015      1       5      5    Amortizing                            120      119
              65     12/1/2006  1/1/2007  12/1/2014      1       5      5    Interest Only, Then Amortizing        120      118
              66                2/6/2005   1/6/2015      6       0      0    Amortizing                            120      119
------------------------------------------------------------------------------------------------------------------------------------
     8        67     7/1/2009              7/1/2009      1       0      0    Interest Only                          60      53
            67.01
            67.02
------------------------------------------------------------------------------------------------------------------------------------
     9        68                2/1/2005   1/1/2015      1       5      5    Amortizing                            120      119
              69               12/6/2004  11/6/2011      6       0      0    Amortizing                             84      81
              70               12/6/2004  11/6/2014      6       0      0    Amortizing                            120      117
              71     8/1/2005   9/1/2005   8/1/2014      1      15      5    Interest Only, Then Amortizing        120      114
              72     2/1/2010              2/1/2010      1       5      5    Interest Only                          60      60
              73     1/6/2007   2/6/2007   1/6/2015      6       0      0    Interest Only, Then Amortizing        120      119
              74                2/6/2005   1/6/2015      6       0      0    Amortizing                            120      119
              75     7/1/2009   8/1/2009   7/1/2014      1       5      5    Interest Only, Then Amortizing        120      113
     8        76     9/6/2008  10/6/2008   9/6/2011      6       0      0    Interest Only, Then Amortizing         84      79
              77     11/1/2006 12/1/2006  11/1/2014      1       5      5    Interest Only, Then Amortizing        120      117
              78     9/1/2009              9/1/2009      1       5      5    Interest Only                          60      55
              79     9/1/2009  10/1/2009   9/1/2012      1       5      5    Interest Only, Then Amortizing         96      91
              80               12/6/2004  11/6/2014      6       0      0    Amortizing                            120      117
    11        81     1/1/2007   2/1/2007   1/1/2015      1       5      5    Interest Only, Then Amortizing        120      119
              82               10/1/2004   9/1/2014      1       5      5    Amortizing                            120      115
              83                2/6/2005   1/6/2015      6       0      0    Amortizing                            120      119
              84     11/1/2009            11/1/2009      1       5      5    Interest Only                          60      57
              85     1/1/2006   2/1/2006   1/1/2015      1       5      5    Interest Only, Then Amortizing        120      119
              86     8/1/2009              8/1/2009      1       5      5    Interest Only                          60      54
              87     12/1/2005  1/1/2006  12/1/2014      1       5      5    Interest Only, Then Amortizing        120      118
              88                2/1/2005   1/1/2015      1       5      5    Amortizing                            120      119
              89     12/1/2006  1/1/2007  12/1/2014      1       5      5    Interest Only, Then Amortizing        120      118
              90                2/6/2005   1/6/2015      6       0      0    Amortizing                            120      119
              91     12/1/2005  1/1/2006   6/1/2014      1       5      5    Interest Only, Then Amortizing        120      112
              92     12/6/2005  1/6/2006  12/6/2011      6       0      0    Interest Only, Then Amortizing         84      82
              93                2/6/2005   1/6/2015      6       0      0    Amortizing                            120      119
              94               12/6/2004  11/6/2014      6       0      0    Amortizing                            120      117
     8        95               11/1/2004  10/1/2014      1       5      5    Amortizing                            120      116
              96     1/1/2007   2/1/2007   1/1/2015      1       5      5    Interest Only, Then Amortizing        120      119
              97               10/6/2004   9/6/2011      6       0      0    Amortizing                             84      79
              98     11/1/2006 12/1/2006  11/1/2014      1       5      5    Interest Only, Then Amortizing        120      117
              99     9/1/2006  10/1/2006   9/1/2011      1       5      5    Interest Only, Then Amortizing         84      79
             100                9/6/2004   8/6/2014      6       0      0    Amortizing                            120      114
             101     10/6/2006 11/6/2006  10/6/2014      6       0      0    Interest Only, Then Amortizing        120      116
     8       102     12/1/2006  1/1/2007  12/1/2009      1       5      5    Interest Only, Then Amortizing         60      58
             103               10/1/2004   9/1/2009      1       5      5    Amortizing                             60      55
             104               12/1/2004  11/1/2019      1       5      5    Fully Amortizing                      180      177
             105                1/1/2005  12/1/2014      1       5      5    Amortizing                            120      118
             106                2/1/2005   1/1/2015      1      15      5    Amortizing                            120      119
             107               11/6/2004  10/6/2014      6       0      0    Amortizing                            120      116
             108     12/1/2006  1/1/2007  12/1/2014      1       5      5    Interest Only, Then Amortizing        120      118
             109                1/6/2005  12/6/2014      6       0      0    Amortizing                            120      118
   9, 12     110                2/1/2005   1/1/2015      1       5      5    Amortizing                            120      119
             111                9/1/2004   8/1/2014      1       5      5    Amortizing                            120      114
             112               11/6/2004  10/6/2014      6       0      0    Amortizing                            120      116
             113               10/6/2004   9/6/2014      6       5      0    Amortizing                            120      115
             114     9/1/2007  10/1/2007   9/1/2014      1       5      5    Interest Only, Then Amortizing        120      115
             115     1/1/2006   2/1/2006   1/1/2015      1       5      5    Interest Only, Then Amortizing        120      119
             116               12/6/2004  11/6/2014      6       0      0    Amortizing                            120      117
    11       117     1/1/2007   2/1/2007   1/1/2015      1       5      5    Interest Only, Then Amortizing        120      119
             118               12/6/2004  11/6/2014      6       0      0    Amortizing                            120      117
             119     7/1/2009              7/1/2009      1      15      0    Interest Only                          60      53
             120     9/1/2009              9/1/2009      1       5      5    Interest Only                          60      55
    11       121     9/1/2006  10/1/2006   9/1/2014      1       5      5    Interest Only, Then Amortizing        120      115
             122               11/6/2004  10/6/2014      6       5      0    Amortizing                            120      116
             123     12/1/2006  1/1/2007  12/1/2014      1       5      5    Interest Only, Then Amortizing        120      118
             124               10/1/2004   9/1/2009      1       5      5    Amortizing                             60      55
             125                2/6/2005   1/6/2015      6       0      0    Amortizing                            120      119
             126               12/1/2004  11/1/2014      1       5      5    Amortizing                            120      117
             127               10/1/2004   9/1/2014      1       3      0    Amortizing                            120      115
------------------------------------------------------------------------------------------------------------------------------------
             128                2/6/2005   1/6/2015      6       0      0    Amortizing                            120      119
            128.01
            128.02
------------------------------------------------------------------------------------------------------------------------------------
             129     8/1/2005   9/1/2005   8/1/2014      1      15      5    Interest Only, Then Amortizing        120      114
             130               10/1/2004   9/1/2019      1       5      5    Fully Amortizing                      180      175
             131               10/6/2004   9/6/2014      6       0      0    Amortizing                            120      115
    11       132     9/1/2006  10/1/2006   9/1/2014      1       5      5    Interest Only, Then Amortizing        120      115
             133               12/1/2004  11/1/2014      1       5      5    Amortizing                            120      117
             134               10/6/2004   9/6/2014      6       0      0    Amortizing                            120      115
             135                1/1/2005  12/1/2014      1       5      5    Amortizing                            120      118
             136                1/6/2005  12/6/2014      6       0      0    Amortizing                            120      118
             137               11/6/2004  10/6/2014      6       0      0    Amortizing                            120      116
             138               10/6/2004   9/6/2014      6       0      0    Amortizing                            120      115
             139               10/6/2004   9/6/2014      6       0      0    Amortizing                            120      115
             140     10/1/2005 11/1/2005  10/1/2014      1       5      5    Interest Only, Then Amortizing        120      116
             141               10/1/2004   9/1/2014      1       3      0    Amortizing                            120      115
             142               11/6/2004  10/6/2014      6       0      0    Amortizing                            120      116
             143               10/1/2004   9/1/2014      1       3      0    Amortizing                            120      115


                      ORIGINAL
                      INTEREST    REMAINING     ORIGINAL       REMAINING                   HYPER
            CONTROL     ONLY       INTEREST   AMORTIZATION   AMORTIZATION               AMORTIZING                 CASH
 FOOTNOTE   NUMBER      TERM      ONLY TERM       TERM           TERM       SEASONING      LOAN       LOCKBOX    MANAGEMENT
------------------------------------------------------------------------------------------------------------------------------

     2          1          0          0            360            358            2           No        Hard       In Place
   3, 4         2          0          0            360            352            8           No        Hard       In Place
                3         36          36           360            360            0           No        Hard      Springing
                4         83          81            NA             NA            2           No        Hard       In Place
                5         60          59            NA             NA            1           No        Hard       In Place
   5, 13        6          0          0            360            359            1           No        Hard       In Place
                7         60          58            NA             NA            2           No        Hard      Springing
                8         59          55           360            360            4           No        Hard      Springing
     8          9         47          45           360            360            2           No        Hard      Springing
------------------------------------------------------------------------------------------------------------------------------
                10        60          58            NA             NA            2           No        Soft       In Place
              10.01
              10.02
              10.03
              10.04
              10.05
              10.06
              10.07
              10.08
              10.09
------------------------------------------------------------------------------------------------------------------------------
                11        48          45           360            360            3           No        Hard       In Place
                12         0          0            360            356            4           No        Hard       In Place
     6          13         0          0            300            300            0           No        Hard      Springing
   4, 8         14        120        118            NA             NA            2           No        Hard       In Place
                15        24          22           360            360            2           No        Hard       In Place
                16        59          55           324            324            4           No        Hard      Springing
     8          17        84          81            NA             NA            3           No        Hard       In Place
     7          18        12          11           360            360            1           No        Hard      Springing
------------------------------------------------------------------------------------------------------------------------------
                19        24          18           360            360            6           No        Hard       In Place
              19.01
              19.02
              19.03
------------------------------------------------------------------------------------------------------------------------------
                20        24          21           360            360            3           No         No          NAP
                21         0          0            300            298            2           No        Hard      Springing
                22         7          5            360            360            2           No        Hard      Springing
     8          23        36          32           360            360            4           No         No          NAP
     8          24        48          47           360            360            1           No        Hard       In Place
     8          25        60          55            NA             NA            5           No         No          NAP
                26        24          23           360            360            1           No        Hard      Springing
     8          27        60          55           360            360            5           No        Hard       In Place
                28         0          0            240            234            6           No        Hard      Springing
                29         0          0            300            297            3           No        Hard      Springing
     9          30        12          7            360            360            5           No         No          NAP
     8          31        24          20           360            360            4           No         No          NAP
                32        24          22           360            360            2           No        Hard      Springing
                33         0          0            360            352            8           No        Hard      Springing
                34         0          0            360            358            2           No        Hard      Springing
------------------------------------------------------------------------------------------------------------------------------
                35        24          22           360            360            2           No         No          NAP
              35.01
              35.02
------------------------------------------------------------------------------------------------------------------------------
     8          36         0          0            360            353            7           No        Hard       In Place
                37        24          22           360            360            2           No        Hard      Springing
     8          38        24          23           360            360            1           No        Hard      Springing
                39        24          22           360            360            2           No        Hard      Springing
    10          40         0          0            300            298            2           No        Hard      Springing
                41         0          0            360            356            4           No         No          NAP
                42        24          23           360            360            1           No         No          NAP
                43         0          0            360            358            2           No        Hard      Springing
                44        24          22           360            360            2           No        Hard      Springing
   6, 8         45        24          24           360            360            0           No         No          NAP
                46        23          18           360            360            5           No        Soft      Springing
------------------------------------------------------------------------------------------------------------------------------
                47         0          0            360            359            1           No         No          NAP
              47.01
              47.02
              47.03
------------------------------------------------------------------------------------------------------------------------------
                48         0          0            360            356            4           No        Soft      Springing
                49         0          0            360            359            1           No        Hard      Springing
                50         0          0            300            295            5           No        Hard       In Place
                51        12          9            360            360            3           No        Soft      Springing
------------------------------------------------------------------------------------------------------------------------------
                52        24          22           360            360            2           No        Soft      Springing
              52.01
              52.02
------------------------------------------------------------------------------------------------------------------------------
                53         0          0            360            355            5           No        Soft      Springing
                54         0          0            360            355            5           No         No          NAP
                55        12          8            360            360            4           No         No          NAP
                56         0          0            360            359            1           No        Hard      Springing
                57        24          21           360            360            3           No         No          NAP
                58         0          0            360            356            4           No         No          NAP
                59         0          0            360            357            3           No        Soft      Springing
                60        18          14           360            360            4           No         No          NAP
    11          61        12          9            360            360            3           No         No          NAP
     8          62        60          56            NA             NA            4           No         No          NAP
                63        12          9            360            360            3           No         No          NAP
     9          64         0          0            360            359            1           No         No          NAP
                65        24          22           360            360            2           No         No          NAP
                66         0          0            360            359            1           No         No          NAP
------------------------------------------------------------------------------------------------------------------------------
     8          67        60          53            NA             NA            7           No        Hard      Springing
              67.01
              67.02
------------------------------------------------------------------------------------------------------------------------------
     9          68         0          0            360            359            1           No         No          NAP
                69         0          0            360            357            3           No        Hard      Springing
                70         0          0            300            297            3           No        Soft      Springing
                71        12          6            360            360            6           No         No          NAP
                72        60          60            NA             NA            0           No         No          NAP
                73        24          23           360            360            1           No         No          NAP
                74         0          0            300            299            1           No         No          NAP
                75        60          53           360            360            7           No         No          NAP
     8          76        48          43           360            360            5           No        Hard      Springing
                77        24          21           360            360            3           No         No          NAP
                78        60          55            NA             NA            5           No         No          NAP
                79        60          55           360            360            5           No         No          NAP
                80         0          0            360            357            3           No         No          NAP
    11          81        24          23           360            360            1           No         No          NAP
                82         0          0            360            355            5           No         No          NAP
                83         0          0            360            359            1           No        Hard      Springing
                84        60          57            NA             NA            3           No         No          NAP
                85        12          11           336            336            1           No         No          NAP
                86        60          54            NA             NA            6           No         No          NAP
                87        12          10           360            360            2           No         No          NAP
                88         0          0            360            359            1           No         No          NAP
                89        24          22           360            360            2           No         No          NAP
                90         0          0            360            359            1           No         No          NAP
                91        18          10           360            360            8           No         No          NAP
                92        12          10           348            348            2           No         No          NAP
                93         0          0            360            359            1           No         No          NAP
                94         0          0            360            357            3           No         No          NAP
     8          95         0          0            360            356            4           No         No          NAP
                96        24          23           360            360            1           No         No          NAP
                97         0          0            360            355            5           No         No          NAP
                98        24          21           360            360            3           No         No          NAP
                99        24          19           360            360            5           No         No          NAP
               100         0          0            360            354            6           No         No          NAP
               101        24          20           360            360            4           No        Hard      Springing
     8         102        24          22           360            360            2           No         No          NAP
               103         0          0            360            355            5           No         No          NAP
               104         0          0            180            177            3           No         No          NAP
               105         0          0            360            358            2           No         No          NAP
               106         0          0            300            299            1           No         No          NAP
               107         0          0            360            356            4           No         No          NAP
               108        24          22           360            360            2           No         No          NAP
               109         0          0            360            358            2           No         No          NAP
   9, 12       110         0          0            360            359            1           No         No          NAP
               111         0          0            360            354            6           No         No          NAP
               112         0          0            360            356            4           No         No          NAP
               113         0          0            360            355            5           No         No          NAP
               114        36          31           360            360            5           No         No          NAP
               115        12          11           360            360            1           No         No          NAP
               116         0          0            360            357            3           No         No          NAP
    11         117        24          23           360            360            1           No         No          NAP
               118         0          0            360            357            3           No         No          NAP
               119        60          53            NA             NA            7           No         No          NAP
               120        60          55            NA             NA            5           No         No          NAP
    11         121        24          19           360            360            5           No         No          NAP
               122         0          0            360            356            4           No         No          NAP
               123        24          22           360            360            2           No         No          NAP
               124         0          0            360            355            5           No         No          NAP
               125         0          0            360            359            1           No         No          NAP
               126         0          0            360            357            3           No         No          NAP
               127         0          0            360            355            5           No         No          NAP
------------------------------------------------------------------------------------------------------------------------------
               128         0          0            360            359            1           No         No          NAP
             128.01
             128.02
------------------------------------------------------------------------------------------------------------------------------
               129        12          6            360            360            6           No         No          NAP
               130         0          0            180            175            5           No         No          NAP
               131         0          0            300            295            5           No         No          NAP
    11         132        24          19           360            360            5           No         No          NAP
               133         0          0            360            357            3           No         No          NAP
               134         0          0            360            355            5           No         No          NAP
               135         0          0            360            358            2           No         No          NAP
               136         0          0            360            358            2           No         No          NAP
               137         0          0            360            356            4           No         No          NAP
               138         0          0            360            355            5           No         No          NAP
               139         0          0            360            355            5           No         No          NAP
               140        12          8            360            360            4           No         No          NAP
               141         0          0            360            355            5           No         No          NAP
               142         0          0            360            356            4           No         No          NAP
               143         0          0            360            355            5           No         No          NAP


                                                                                                        EARNOUT OR
                                                                                             EARN       PERFORMANCE        P & I
            CONTROL                                                 MEZZ DEBT    B NOTE      OUT         GUARANTEE         AFTER
 FOOTNOTE   NUMBER     PREPAYMENT PROVISIONS (# OF PAYMENTS)(1)      BALANCE     BALANCE     FLAG         AMOUNT          EARNOUT
------------------------------------------------------------------------------------------------------------------------------------

     2          1      Lockout/26_Defeasance/28_0%/7                                           No     $10,000,000.00   $1,211,108.33
   3, 4         2      Lockout/32_Defeasance/22_0%/5                                           No     $37,000,000.00   $2,041,482.81
                3      Lockout/23_Defeasance/93_O%/4                            $15,000,000    No
                4      Lockout/26_>YM or 1% or Defeasance/53_0%/4                              No
                5      Lockout/25_Defeasance/31_0%/4                                           No
   5, 13        6      Lockout/25_Defeasance/28_0%/7                                           No     $17,500,000.00     $721,830.48
                7      Lockout/26_>YM or 2%/21_>YM or 1%/9_0%/4                                No
                8      Lockout/28_Defeasance/89_0%/3                             $8,000,000    No
     8          9      Lockout/26_Defeasance/90_0%/4                                           No
------------------------------------------------------------------------------------------------------------------------------------
                10     Lockout/26_Defeasance/31_0%/3               $20,988,469                 No
              10.01
              10.02
              10.03
              10.04
              10.05
              10.06
              10.07
              10.08
              10.09
------------------------------------------------------------------------------------------------------------------------------------
                11     Lockout/27_Defeasance/54_0%/3               $12,300,000                 No
                12     Lockout/28_Defeasance/88_0%/4                            $11,964,657    No
     6          13     Lockout/24_Defeasance/92_0%/4                                           No
   4, 8         14     Lockout/26_Defeasance/90_0%/4                                           No
                15     Lockout/26_Defeasance/90_0%/4                                           No
                16     Lockout/28_Defeasance/89_0%/3                                           No
     8          17     Lockout/27_Defeasance/53_0%/4                                           No
     7          18     Lockout/25_Defeasance/90_O%/5                                           No
------------------------------------------------------------------------------------------------------------------------------------
                19     Lockout/30_Defeasance/51_0%/3                             $4,500,000    No
              19.01
              19.02
              19.03
------------------------------------------------------------------------------------------------------------------------------------
                20     Lockout/27_Defeasance/29_0%/4                                           No
                21     Lockout/26_Defeasance/90_0%/4                                           No
                22     Lockout/26_Defeasance/90_0%/4                                           No
     8          23     Lockout/28_Defeasance/88_0%/4                                           No
     8          24     Lockout/25_Defeasance/55_0%/4                $3,200,000                 No
     8          25     Lockout/29_Defeasance/27_0%/4                                           No
                26     Lockout/25_Defeasance/93_0%/2                                           No
     8          27     Lockout/29_Defeasance/87_0%/4                                           No
                28     Lockout/30_Defeasance/185_0%/25                                         No
                29     Lockout/27_Defeasance/53_0%/4                                           No
     9          30     Lockout/29_Defeasance/87_0%/4                                           Yes     $3,525,000.00     $109,581.97
     8          31     Lockout/28_Defeasance/88_0%/4                                           No
                32     Lockout/26_Defeasance/91_0%/3                                           No
                33     Lockout/32_Defeasance/84_0%/4                                           No
                34     Lockout/26_Defeasance/91_0%/3                                           No
------------------------------------------------------------------------------------------------------------------------------------
                35     Lockout/26_Defeasance/90_0%/4                                           No
              35.01
              35.02
------------------------------------------------------------------------------------------------------------------------------------
     8          36     Lockout/31_Defeasance/49_0%/4                                           No
                37     Lockout/26_Defeasance/91_0%/3                                           No
     8          38     Lockout/25_Defeasance/31_0%/4                $3,250,000                 No
                39     Lockout/26_Defeasance/91_0%/3                                           No
    10          40     Lockout/26_Defeasance/90_0%/4                                           No
                41     Lockout/28_Defeasance/88_0%/4                                           No
                42     Lockout/25_Defeasance/91_0%/4                                           No
                43     Lockout/26_Defeasance/51_0%/7                                           No
                44     Lockout/26_Defeasance/51_0%/7                                           No
   6, 8         45     Lockout/24_Defeasance/92_0%/4                                           No
                46     Lockout/29_Defeasance/87_0%/4                                           No
------------------------------------------------------------------------------------------------------------------------------------
                47     Lockout/25_Defeasance/91_0%/4                                           No
              47.01
              47.02
              47.03
------------------------------------------------------------------------------------------------------------------------------------
                48     Lockout/28_Defeasance/89_0%/3                                           No
                49     Lockout/25_Defeasance/91_0%/4                                           No
                50     Lockout/29_Defeasance/27_0%/4                                           No
                51     Lockout/27_Defeasance/89_0%/4                                           No
------------------------------------------------------------------------------------------------------------------------------------
                52     Lockout/26_Defeasance/91_0%/3                                           No
              52.01
              52.02
------------------------------------------------------------------------------------------------------------------------------------
                53     Lockout/29_Defeasance/51_0%/4                                           No
                54     Lockout/29_Defeasance/63_0%/4                                           No
                55     Lockout/28_Defeasance/88_0%/4                                           No
                56     Lockout/25_Defeasance/32_0%/3                                           No
                57     Lockout/27_Defeasance/52_0%/5                                           No
                58     Lockout/28_Defeasance/88_0%/4                                           No
                59     Lockout/27_Defeasance/86_0%/7                                           No
                60     Lockout/28_Defeasance/88_0%/4                                           No
    11          61     Lockout/27_Defeasance/89_0%/4                                           No
     8          62     Lockout/28_Defeasance/28_0%/4                                           No
                63     Lockout/27_Defeasance/89_0%/4                                           No
     9          64     Lockout/25_Defeasance/91_0%/4                                           Yes     $2,175,000.00      $52,095.53
                65     Lockout/26_Defeasance/90_0%/4                                           No
                66     Lockout/25_Defeasance/91_0%/4                                           No
------------------------------------------------------------------------------------------------------------------------------------
     8          67     Lockout/31_Defeasance/25_0%/4                                           No
              67.01
              67.02
------------------------------------------------------------------------------------------------------------------------------------
     9          68     Lockout/25_Defeasance/91_0%/4                                           Yes       $625,000.00      $54,420.27
                69     Lockout/27_Defeasance/54_0%/3                                           No
                70     Lockout/27_Defeasance/89_0%/4                                           No
                71     Lockout/30_Defeasance/86_0%/4                               $550,000    No
                72     Lockout/24_Defeasance/32_0%/4                                           No
                73     Lockout/25_Defeasance/91_0%/4                                           No
                74     Lockout/25_Defeasance/91_0%/4                                           No
                75     Lockout/31_Defeasance/85_0%/4                                           No
     8          76     Lockout/29_Defeasance/51_0%/4                                           No
                77     Lockout/27_>YM or 1%/89_0%/4                                            No
                78     Lockout/29_Defeasance/27_0%/4                                           No
                79     Lockout/29_>YM or 1% or Defeasance/63_0%/4                              No
                80     Lockout/59_> YM or 1%/57_0%/4                                           No
    11          81     Lockout/25_Defeasance/91_0%/4                                           No
                82     Lockout/29_Defeasance/87_0%/4                                           No
                83     Lockout/25_Defeasance/91_0%/4                                           No
                84     Lockout/27_Defeasance/29_0%/4                                           No
                85     Lockout/25_Defeasance/91_0%/4                                           No
                86     Lockout/30_Defeasance/26_0%/4                                           No
                87     Lockout/26_Defeasance/90_0%/4                                           No
                88     Lockout/25_Defeasance/91_0%/4                                           No
                89     Lockout/26_Defeasance/90_0%/4                                           No
                90     Lockout/25_Defeasance/91_0%/4                                           No
                91     Lockout/32_Defeasance/84_0%/4                                           No
                92     Lockout/26_Defeasance/54_0%/4                                           No
                93     Lockout/59_> YM or 1%/57_0%/4                                           No
                94     Lockout/59_> YM or 1%/57_0%/4                                           No
     8          95     Lockout/28_Defeasance/88_0%/4                                           No
                96     Lockout/25_Defeasance/91_0%/4                                           No
                97     Lockout/29_Defeasance/51_0%/4                                           No
                98     Lockout/27_>YM or 1%/89_0%/4                                            No
                99     Lockout/29_Defeasance/51_0%/4                                           No
               100     Lockout/30_Defeasance/86_0%/4                                           No
               101     Lockout/41_YM+1%/75_0%/4                                                No
     8         102     Lockout/26_Defeasance/30_0%/4                                           No
               103     Lockout/29_Defeasance/27_0%/4                                           No
               104     Lockout/27_Defeasance/149_0%/4                                          No
               105     Lockout/26_Defeasance/90_0%/4                                           No
               106     Lockout/25_Defeasance/91_0%/4                                           No
               107     Lockout/28_Defeasance/88_0%/4                                           No
               108     Lockout/26_Defeasance/90_0%/4                                           No
               109     Lockout/26_Defeasance/90_0%/4                                           No
   9, 12       110     Lockout/25_Defeasance/91_0%/4                                           Yes       $784,375.00      $21,211.78
               111     Lockout/30_Defeasance/86_0%/4                                           No
               112     Lockout/59_> YM or 1%/57_0%/4                                           No
               113     Lockout/29_Defeasance/87_0%/4                                           No
               114     Lockout/29_Defeasance/87_0%/4                                           No
               115     Lockout/25_Defeasance/91_0%/4                                           No
               116     Lockout/27_Defeasance/89_0%/4                                           No
    11         117     Lockout/25_Defeasance/91_0%/4                                           No
               118     Lockout/27_Defeasance/89_0%/4                                           No
               119     Lockout/31_Defeasance/25_0%/4                                           No
               120     Lockout/29_Defeasance/27_0%/4                                           No
    11         121     Lockout/29_Defeasance/87_0%/4                                           No
               122     Lockout/28_Defeasance/88_0%/4                                           No
               123     Lockout/26_Defeasance/90_0%/4                                           No
               124     Lockout/29_Defeasance/27_0%/4                                           No
               125     Lockout/59_> YM or 1%/57_0%/4                                           No
               126     Lockout/27_Defeasance/89_0%/4                                           No
               127     Lockout/59_> YM or 1%/57_0%/4                                           No
------------------------------------------------------------------------------------------------------------------------------------
               128     Lockout/25_Defeasance/92_0%/3                                           No
              128.01
              128.02
------------------------------------------------------------------------------------------------------------------------------------
               129     Lockout/30_Defeasance/86_0%/4                                           No
               130     Lockout/29_>YM or 1%/147_0%/4                                           No
               131     Lockout/29_Defeasance/87_0%/4                                           No
    11         132     Lockout/29_Defeasance/87_0%/4                                           No
               133     Lockout/27_Defeasance/89_0%/4                                           No
               134     Lockout/29_Defeasance/87_0%/4                                           No
               135     Lockout/26_Defeasance/90_0%/4                                           No
               136     Lockout/26_Defeasance/90_0%/4                                           No
               137     Lockout/28_Defeasance/89_0%/3                                           No
               138     Lockout/29_Defeasance/86_0%/5                                           No
               139     Lockout/29_Defeasance/87_0%/4                                           No
               140     Lockout/28_Defeasance/88_0%/4                                           No
               141     Lockout/59_> YM or 1%/57_0%/4                                           No
               142     Lockout/28_Defeasance/89_0%/3                                           No
               143     Lockout/59_> YM or 1%/57_0%/4                                           No


                                                                     SCHEDULED
             CONTROL     APPRAISAL                      CUT-OFF      MATURITY
FOOTNOTE     NUMBER        DATE       APPRAISAL VALUE   DATE LTV     DATE LTV
--------------------------------------------------------------------------------

     2          1        11/12/04       $435,000,000     55.27%       52.65%
   3, 4         2        05/10/04       $766,000,000     50.43%       51.32%
                3       10/1/2004       $300,000,000     75.00%       67.48%
                4        11/05/04       $318,000,000     67.54%       67.54%
                5        01/01/05       $290,000,000     62.59%       62.59%
   5, 13        6        11/24/04       $226,000,000     60.77%       57.01%
                7        09/20/04       $220,000,000     61.36%       61.36%
                8       7/12/2004       $167,000,000     67.07%       62.77%
     8          9       9/23/2004       $132,500,000     75.47%       68.88%
--------------------------------------------------------------------------------
                10                      $123,325,000     80.00%       80.00%
              10.01     10/1/2004        $30,675,000
              10.02     10/1/2004        $17,100,000
              10.03     10/1/2004        $13,900,000
              10.04     10/1/2004        $11,800,000
              10.05     10/4/2004        $11,200,000
              10.06     10/1/2004        $10,650,000
              10.07     10/1/2004        $10,200,000
              10.08     10/1/2004         $9,300,000
              10.09     10/4/2004         $8,500,000
--------------------------------------------------------------------------------
                11       8/9/2004       $124,500,000     71.41%       68.44%
                12       8/2/2004       $105,500,000     71.83%       62.31%
     6          13       07/07/04       $158,000,000     47.47%       36.99%
   4, 8         14      12/1/2004       $190,000,000     78.95%       78.95%
                15      9/27/2004        $95,000,000     68.42%       60.00%
                16       8/5/2004        $81,000,000     79.01%       72.30%
     8          17      11/15/2004       $92,000,000     65.27%       65.27%
     7          18      8/25/2004        $65,100,000     79.88%       68.89%
--------------------------------------------------------------------------------
                19                       $60,750,000     79.34%       74.94%
              19.01     7/14/2004        $27,500,000
              19.02     7/14/2004        $19,750,000
              19.03     7/14/2004        $13,500,000
--------------------------------------------------------------------------------
                20       09/21/04        $76,000,000     63.16%       60.23%
                21      11/3/2004        $54,000,000     66.48%       50.56%
                22      10/1/2004        $49,000,000     72.86%       61.52%
     8          23       08/20/04        $45,900,000     75.16%       67.50%
     8          24      10/30/2004       $45,000,000     73.67%       70.48%
     8          25       07/06/04        $40,800,000     75.37%       75.37%
                26      9/13/2004        $45,000,000     66.67%       59.23%
     8          27      5/24/2004        $44,400,000     63.06%       59.05%
                28       07/01/04        $35,490,000     72.36%        1.78%
                29      9/22/2004        $34,000,000     69.69%       59.22%
     9          30       07/08/04        $24,700,000     74.80%       68.73%
     8          31       07/09/04        $26,550,000     79.85%       70.03%
                32      10/1/2004        $27,000,000     77.78%       69.21%
                33       3/1/2004        $27,000,000     76.59%       63.93%
                34      9/30/2004        $26,000,000     77.75%       65.82%
--------------------------------------------------------------------------------
                35                       $28,000,000     72.04%       62.84%
              35.01      9/8/2004        $16,100,000
              35.02      9/7/2004        $11,900,000
--------------------------------------------------------------------------------
     8          36      6/14/2004        $31,000,000     64.12%       58.38%
                37      10/6/2004        $25,000,000     77.92%       67.99%
     8          38      8/14/2004        $37,500,000     50.67%       48.67%
                39      10/6/2004        $21,900,000     80.00%       69.81%
    10          40       9/9/2004        $23,000,000     75.48%       59.74%
                41      7/22/2004        $21,000,000     81.64%       70.16%
                42       10/29/04        $21,000,000     80.00%       69.87%
                43      9/17/2004        $23,610,000     69.77%       63.08%
                44      8/23/2004        $23,000,000     68.15%       63.28%
   6, 8         45       11/03/04        $19,250,000     80.00%       69.53%
                46      7/29/2004        $20,000,000     75.00%       65.80%
--------------------------------------------------------------------------------
                47                       $18,770,000     79.84%       66.28%
              47.01      07/30/04        $10,300,000
              47.02      08/06/04         $5,170,000
              47.03      08/06/04         $3,300,000
--------------------------------------------------------------------------------
                48      4/13/2004        $27,600,000     54.12%       45.04%
                49      10/19/2004       $18,550,000     79.72%       67.64%
                50       8/1/2004        $22,000,000     65.49%       59.86%
                51       8/6/2004        $17,700,000     80.23%       68.96%
--------------------------------------------------------------------------------
                52                       $17,400,000     80.46%       71.55%
              52.01      8/9/2004        $11,400,000
              52.02      8/9/2004         $6,000,000
--------------------------------------------------------------------------------
                53      7/20/2004        $17,450,000     78.45%       71.32%
                54       8/4/2004        $18,100,000     75.31%       66.41%
                55       07/15/04        $17,500,000     77.14%       66.14%
                56      11/9/2004        $16,900,000     76.86%       72.23%
                57       09/01/04        $16,100,000     79.19%       73.28%
                58      7/27/2004        $17,520,000     71.09%       60.26%
                59      6/10/2004        $16,000,000     74.78%       62.78%
                60       07/09/04        $15,300,000     76.80%       66.62%
    11          61       08/19/04        $14,300,000     80.00%       68.38%
     8          62       08/11/04        $19,000,000     59.47%       59.47%
                63       09/03/04        $14,000,000     80.00%       68.36%
     9          64       01/01/05        $14,000,000     64.41%       67.12%
                65       10/27/04        $13,000,000     79.38%       69.27%
                66      9/15/2004        $12,650,000     79.37%       66.33%
--------------------------------------------------------------------------------
     8          67                       $12,500,000     80.00%       80.00%
              67.01      4/1/2004         $8,100,000
              67.02      4/1/2004         $4,400,000
--------------------------------------------------------------------------------
     9          68       08/01/04        $11,900,000     77.04%       64.22%
                69      9/15/2004        $14,850,000     63.79%       57.38%
                70      9/23/2004        $14,100,000     63.57%       49.37%
                71       06/09/04        $11,080,000     79.87%       69.31%
                72       08/01/04        $11,000,000     79.09%       79.09%
                73      11/1/2004        $11,800,000     73.14%       63.81%
                74      11/1/2004        $11,800,000     72.79%       56.59%
                75       05/18/04        $11,400,000     74.56%       69.93%
     8          76      6/30/2004        $12,400,000     68.15%       65.68%
                77       09/24/04        $11,400,000     73.82%       64.55%
                78       08/03/04        $11,800,000     69.49%       69.49%
                79       07/19/04        $10,727,000     75.51%       72.46%
                80       8/5/2004        $10,200,000     78.22%       66.40%
    11          81       10/19/04         $9,550,000     79.79%       69.55%
                82       07/07/04         $9,800,000     77.19%       65.46%
                83      12/1/2004         $9,600,000     78.05%       64.80%
                84       10/01/04         $9,250,000     78.70%       78.70%
                85       12/01/04        $10,100,000     70.30%       58.81%
                86       06/18/04         $9,200,000     76.09%       76.09%
                87       08/23/04         $8,770,000     79.82%       68.39%
                88       12/01/04         $8,300,000     81.86%       69.26%
                89       09/10/04         $9,080,000     74.34%       64.69%
                90      9/25/2004         $8,500,000     78.16%       65.54%
                91       01/06/04         $9,250,000     70.27%       61.13%
                92       7/1/2004         $8,600,000     74.95%       68.85%
                93      10/8/2004         $9,130,000     69.40%       58.01%
                94      7/21/2004         $8,970,000     69.20%       58.39%
     8          95       08/12/04         $8,000,000     76.20%       64.00%
                96       10/11/04         $9,060,000     66.23%       57.86%
                97      6/18/2004         $8,400,000     69.91%       63.27%
                98       08/24/04         $7,570,000     76.62%       67.00%
                99       07/16/04         $7,500,000     76.00%       71.04%
               100      6/15/2004         $7,300,000     76.96%       65.21%
               101      7/27/2004         $7,600,000     73.68%       65.12%
     8         102       10/12/04         $7,000,000     80.00%       76.58%
               103       07/14/04         $7,800,000     70.14%       65.34%
               104       08/28/04         $8,470,000     60.58%        0.73%
               105       09/20/04         $6,400,000     78.74%       65.20%
               106       10/27/04         $6,800,000     73.41%       54.80%
               107      7/22/2004         $6,760,000     72.20%       60.71%
               108       09/10/04         $6,430,000     75.43%       65.64%
               109      9/27/2004         $5,950,000     79.68%       66.66%
   9, 12       110       10/31/04         $5,650,000     69.23%       61.00%
               111       05/20/04         $5,880,000     79.48%       67.36%
               112      5/25/2004         $6,300,000     72.76%       62.01%
               113      8/13/2004         $6,000,000     74.63%       62.93%
               114       07/07/04         $5,400,000     74.07%       66.90%
               115       10/20/04         $6,100,000     65.57%       55.94%
               116      10/1/2004         $5,400,000     73.86%       62.31%
    11         117       10/20/04         $4,900,000     80.00%       69.86%
               118       9/8/2004         $4,800,000     79.98%       67.34%
               119       6/1/2004         $4,800,000     79.17%       79.17%
               120       07/14/04         $5,200,000     72.12%       72.12%
    11         121       07/21/04         $4,550,000     78.57%       68.99%
               122       6/3/2004         $4,600,000     76.89%       64.94%
               123       09/10/04         $4,770,000     73.38%       63.86%
               124       07/14/04         $5,450,000     62.97%       58.66%
               125      6/13/2004         $5,300,000     64.10%       54.19%
               126       07/27/04         $3,860,000     78.78%       65.99%
               127      5/25/2004         $4,150,000     71.97%       61.38%
--------------------------------------------------------------------------------
               128                        $4,400,000     65.85%       55.54%
              128.01    9/30/2004         $2,500,000
              128.02    9/30/2004         $1,900,000
--------------------------------------------------------------------------------
               129       06/18/04         $3,600,000     80.00%       69.45%
               130       07/15/04         $5,900,000     46.12%        0.54%
               131      2/26/2004         $3,600,000     74.50%       58.36%
    11         132       07/22/04         $3,500,000     74.29%       65.20%
               133       08/27/04         $3,550,000     73.03%       61.73%
               134      6/13/2004         $4,160,000     62.18%       53.28%
               135       11/03/04         $3,360,000     75.74%       62.95%
               136      9/13/2004         $3,500,000     71.29%       59.49%
               137      8/28/2004         $4,000,000     54.79%       46.02%
               138      7/27/2004         $2,810,000     71.71%       60.53%
               139       7/1/2004         $3,000,000     66.40%       57.32%
               140       07/30/04         $2,400,000     77.08%       66.66%
               141      5/25/2004         $2,000,000     70.95%       61.00%
               142      8/30/2004         $1,540,000     72.78%       61.35%
               143      5/25/2004         $1,700,000     65.88%       56.21%


                                                                                                     LARGEST  LARGEST TENANT
            CONTROL                    OCCUPANCY AS                                                  TENANT       LEASE
 FOOTNOTE   NUMBER       OCCUPANCY %     OF DATE    LARGEST TENANT (BASED ON SQUARE FOOTAGE)         SQ. FT.     EXPIRATION
----------------------------------------------------------------------------------------------------------------------------

     2          1          99.67%       10/31/2004   Saks Fifth Avenue                                33,998   10/31/2027
   3, 4         2          98.12%       5/17/2004    Tao Restaurant & Nightclub                       43,679    1/1/2013
                3          96.6%         9/1/2004    About.Com (Primedia) - 18th Floor               206,801   10/31/2015
                4          92.10%       10/31/2004   Carrington Coleman Sloman                        87,960   4/30/2006
                5          89.07%       11/1/2004    Bates / WPP                                     204,235   11/30/2014
   5, 13        6          99.70%       11/9/2004    Dillard's Mens & Home                           220,000   1/31/2008
                7          70.95%       10/31/2004
                8          98.3%        6/30/2004    Tommy Bahama                                      9,593   12/31/2010
     8          9          89.1%         9/1/2004    DFS Galleria                                     74,497   1/29/2016
----------------------------------------------------------------------------------------------------------------------------
                10
              10.01        72.4%        11/1/2004
              10.02        76.8%        11/1/2004
              10.03        87.9%        11/1/2004
              10.04        95.1%        11/1/2004
              10.05        99.2%        11/1/2004
              10.06        88.9%        11/1/2004
              10.07        94.1%        11/1/2004
              10.08        75.9%        11/1/2004
              10.09        77.7%        11/1/2004
----------------------------------------------------------------------------------------------------------------------------
                11         94.5%        10/8/2004    Independence Blue -                             179,302   12/31/2009
                12         95.8%         7/1/2004    Knobbe, Martens, Olson & Bear, LLP              152,042   8/31/2012
     6          13         64.30%       9/30/2004
   4, 8         14         93.5%         9/1/2004    Absolut Spirit Company                           20,538   12/31/2014
                15         83.3%        10/1/2004    Deutsche Banc - Alex Brown                      278,983   12/31/2011
                16         97.4%        6/30/2004    JC Penney                                       175,142   4/30/2009
     8          17         80.1%         9/1/2004    Ross Dress for Less                              27,638    1/1/2009
     7          18         84.9%         6/1/2004    The May Department Stores Co. (Hecht's)         140,880   12/31/2102
----------------------------------------------------------------------------------------------------------------------------
                19
              19.01        88.4%        6/27/2004    County of Orange - HCA/CCS Headqtrs              35,481   10/31/2011
              19.02        100.0%       6/27/2004    Regional Center of Orange County                 62,781   4/30/2008
              19.03        98.3%         7/2/2004    County of Orange - HCA/HCA Admin                109,446   2/29/2012
----------------------------------------------------------------------------------------------------------------------------
                20         99.60%       9/30/2004    Ainsworth - Noah & Assoc.                        37,952   12/31/2011
                21         73.3%        11/1/2004
                22         89.2%        10/1/2004    General Electric Capital Corp.                  194,145   11/30/2014
     8          23         99.10%       9/30/2004    Stater Bros.                                     33,580    1/1/2011
     8          24         95.7%        11/30/2004   Bed Bath & Beyond                                31,000   1/31/2010
     8          25         91.70%       11/30/2004   Jacobs Engineering Group                        178,355   9/30/2012
                26         70.2%        10/23/2004   Lockheed Martin                                 126,583    6/1/2008
     8          27         81.5%        6/30/2004    Bowne                                            33,531   10/31/2009
                28         93.20%       11/30/2004   FAA (GSA)                                       225,150   11/1/2010
                29         70.1%         9/1/2004
     9          30         90.70%       9/30/2004
     8          31        100.00%       10/1/2004    The Training Club                                10,041   9/30/2011
                32         100.0%       9/13/2004    US Labs                                          52,840   8/31/2008
                33         100.0%        3/4/2004    Unisys                                          359,540   12/31/2012
                34         80.8%        7/31/2004    GE Capital                                       65,295   7/31/2005
----------------------------------------------------------------------------------------------------------------------------
                35
              35.01        85.0%        8/18/2004    Tom Thumb                                        52,688   11/30/2013
              35.02        82.8%        8/18/2004    Tom Thumb                                        43,256    2/6/2010
----------------------------------------------------------------------------------------------------------------------------
     8          36         85.1%        5/18/2004    Fleishman-Hillard                               150,167   1/31/2014
                37         100.0%       10/6/2004    First Capital                                    16,149   8/31/2007
     8          38         80.7%         7/1/2004    Inflow E-5                                       85,064   10/31/2010
                39         100.0%       10/6/2004    Miramax                                          35,234   6/30/2010
    10          40         79.1%        8/31/2004
                41         100.0%       7/31/2004    Intrawest California Holding Co.                 11,453   5/31/2008
                42         97.50%       10/31/2004   Windwalker Corp (sublet 1731sf to Unimed)        15,983   8/31/2011
                43         77.1%         9/1/2004    McGinnis, Lochridge & Kilgore, L.L.P.            47,750   9/30/2006
                44         86.8%        12/1/2004    Electric Lightwave                               23,598   9/30/2009
   6, 8         45        100.00%       10/12/2004   Blockbuster Video                                 4,002   6/30/2007
                46         100.0%       6/25/2004    Price Chopper                                    77,450   5/31/2015
----------------------------------------------------------------------------------------------------------------------------
                47
              47.01        93.56%       11/2/2004    HH Gregg Appliances, Inc.                        50,020    9/1/2011
              47.02       100.00%       11/2/2004    HH Gregg Appliances, Inc.                        42,671    4/1/2010
              47.03       100.00%       11/2/2004    HH Gregg Appliances, Inc.                        42,000    4/1/2013
----------------------------------------------------------------------------------------------------------------------------
                48         88.2%        4/25/2004
                49         96.4%        10/27/2004   Collectech Systems, Inc.                         39,387   10/31/2006
                50         59.7%        6/30/2005
                51         84.1%        11/1/2004    Michaels Stores, Inc.                            24,163   2/28/2014
----------------------------------------------------------------------------------------------------------------------------
                52
              52.01        93.6%        7/19/2004    University of Phoenix, Inc.                      18,745   6/30/2011
              52.02        90.9%        7/26/2004    GSA-Bureau of ATF                                21,987   12/18/2010
----------------------------------------------------------------------------------------------------------------------------
                53         100.0%        8/1/2004    The McGraw Hill Corp                             13,500   6/30/2008
                54         100.0%       10/1/2004    Recreational Equipment, Inc. (REI)               22,500   3/30/2020
                55        100.00%       10/31/2004   Best Buy                                         45,982   1/31/2011
                56         91.6%        12/1/2004    Worldwide Warehousing                           220,898   12/31/2007
                57         78.80%       11/1/2004    IRS                                              17,531   10/1/2019
                58         100.0%       10/1/2004    Victoria's Secret                                 7,500   12/31/2013
                59         100.0%        1/1/2004    Graham Packaging Co.                             83,373   1/10/2009
                60         95.30%        8/1/2004    Concord Mortgage                                 20,688   6/15/2009
    11          61         96.40%       10/1/2004    Aaron Rents                                      30,000    4/1/2010
     8          62         88.00%       9/30/2004    Wild Oats Market, Inc.                           16,510    9/1/2006
                63         92.20%        8/1/2004    Bruno's Supermarket's, Inc. (Food World)         43,442   3/31/2022
     9          64         97.00%        1/1/2005    Comp USA                                         24,620   10/1/2014
                65         96.39%       10/21/2004
                66         96.1%        9/24/2004    Borman's Inc (Farmer Jack Food Emporium)         45,500   1/31/2016
----------------------------------------------------------------------------------------------------------------------------
     8          67
              67.01        86.6%         7/1/2004    IPC Information Systems Inc                      32,199   4/30/2008
              67.02        73.7%         7/1/2004    GEICO                                             4,425   10/31/2006
----------------------------------------------------------------------------------------------------------------------------
     9          68         91.80%       11/3/2004    Pathways                                         15,321   10/31/2017
                69         76.6%         9/2/2004    Abbott Laboratories, Inc.                        38,103   5/31/2009
                70         73.9%        8/31/2004
                71         89.70%       10/19/2004   Kvaerner Pulping                                 25,361    8/1/2009
                72        100.00%       11/1/2004    Galen Medical Group                              46,553    9/1/2024
                73         88.2%        10/1/2004    Vitamin Shoppe Industries                         3,866   1/31/2014
                74         73.7%        10/7/2004
                75         96.20%       9/22/2004    Barbeques Galore                                  4,950    6/1/2008
     8          76         92.5%        6/21/2004    Utah College of Massage Therapy                  14,400   9/30/2009
                77         93.60%       9/21/2004    Stewart Title of Nevada                          17,809    2/1/2009
                78         95.50%       11/30/2004   Intracorp Real Estate, LLC                       10,247   11/1/2010
                79         96.00%       9/27/2004     Michaels Craft                                  24,201   3/31/2014
                80         95.2%        11/1/2004    Consign-It                                       10,625   8/31/2006
    11          81        100.00%       9/20/2004    Goody's                                          27,500   12/1/2006
                82        100.00%       11/30/2004   Gentiva                                          48,660    7/1/2012
                83         85.7%         6/1/2005    Circuit City Stores, Inc.                        34,772   1/31/2020
                84         96.00%        9/1/2004    Philadelphia Focus                               21,074   12/31/2006
                85         93.00%       10/7/2004    Goody's                                          25,000    6/1/2014
                86        100.00%       10/14/2004   St. Charles Hospital                              6,500   3/31/2009
                87         92.20%       11/15/2004   Maryland Telecommunications                      10,374    1/1/2009
                88         93.50%       11/3/2004    Glen Medical Partners                             9,190   10/31/2018
                89        100.00%        9/1/2004    Blockbuster Video                                 6,064    2/1/2008
                90         89.8%        6/30/2004    Platinum Golf                                     5,700   4/30/2009
                91         92.20%       9/30/2004    TRW/Northrop Grumman                             64,000   10/31/2007
                92         96.5%        11/1/2004    Walgreens                                        18,750   9/30/2023
                93         94.2%        9/30/2004    Hollywood Video                                   7,536   7/19/2006
                94         100.0%       7/31/2004    Raising More Money                                8,958   11/30/2007
     8          95         89.20%       11/5/2004    Yaskawa/Motoman (25% Flex)                       23,962   7/31/2007
                96        100.00%       10/19/2004   Bed Bath & Beyond                                23,295    2/1/2015
                97         100.0%       6/17/2004    BICE Restaurant                                   6,325   11/14/2014
                98         91.20%       9/21/2004    WestStar Credit Union                            25,013    6/1/2014
                99        100.00%       8/31/2004    St. Jude Medical                                 20,925    1/1/2009
               100         100.0%        6/1/2004    Spectrum Digital                                 22,392   7/31/2007
               101         90.3%        8/12/2004    Chittenden Bank                                  17,572   5/31/2008
     8         102         91.60%       10/29/2004   United Tote Company                              12,103    8/1/2009
               103         99.90%       10/18/2004   Wachovia                                          6,000    6/1/2008
               104        100.00%       10/6/2004    Comp USA                                         22,466    9/1/2005
               105        100.00%       10/6/2004    Dollar Tree                                       8,000    8/1/2008
               106         94.50%       10/25/2004   Hughes, Pittman, and Gupton                      19,143   12/1/2014
               107         91.3%        7/31/2004    Smart & Final                                    20,725   10/31/2023
               108         95.00%        9/1/2004    Blockbuster Video                                 5,965    3/1/2007
               109         96.2%         9/9/2004    Staples                                          23,860   2/28/2015
   9, 12       110         80.10%       11/1/2004    K&G Liquor Store                                  2,965    2/1/2014
               111         85.40%       9/30/2004    VED Software Services, Inc.                       7,707   2/28/2010
               112         89.9%         8/1/2004    Western Title Company                             4,072   7/31/2007
               113         100.0%       9/30/2004    Silk Trading Company                              9,000   5/10/2006
               114        100.00%       9/30/2004    Caseworks                                        29,425    3/1/2011
               115         77.80%       10/6/2004    Hoppess & Associa.                                4,850    4/1/2008
               116         100.0%       11/5/2004    Foundation Surgery Affiliates, Inc.              34,776   12/31/2017
    11         117         95.00%       9/28/2004    Dollar Tree                                       8,000    5/1/2006
               118         83.3%        9/20/2004    Premier Gymnastics Academy                        7,500   8/31/2008
               119         100.0%       12/1/2004    Books-a-Million                                  20,388   1/31/2006
               120         94.40%       11/23/2004   Dr. Mark Levin                                    4,359    2/1/2008
    11         121        100.00%       9/30/2004    CATO                                              6,500    2/1/2006
               122         100.0%       9/30/2004    Homestar Mortgage Services                        9,830   12/31/2006
               123        100.00%        9/1/2004    Blockbuster Video                                 6,460    1/1/2007
               124         96.90%       10/18/2004   Medical Specialists                               5,721   7/31/2009
               125         100.0%       9/27/2004    Walgreen's                                       14,955   4/30/2079
               126         96.00%       10/31/2004   Lexington Gymnastics                              7,140   4/30/2007
               127         100.0%        9/1/2004    Group One (Keller Williams Realty)                7,257   1/31/2010
----------------------------------------------------------------------------------------------------------------------------
               128
              128.01       90.5%        10/2/2004
              128.02       100.0%       12/1/2004
----------------------------------------------------------------------------------------------------------------------------
               129        100.00%       10/5/2004    Movie Gallery                                     4,000   12/1/2009
               130        100.00%       9/30/2004    Safeway                                          56,280    9/1/2020
               131         87.7%        5/31/2004
    11         132         91.00%       9/30/2004    Dollar Tree                                      10,000    2/1/2009
               133        100.00%       10/11/2004   Iron Chef Kitchen                                 2,400    7/1/2009
               134         93.7%        7/20/2004    Bradley Video                                     4,854   11/30/2012
               135         94.00%       11/15/2004     Movie Gallery                                   4,950    2/1/2009
               136         100.0%       9/20/2004    Blockbuster Inc.                                  6,800   4/30/2007
               137         90.4%        9/30/2004    Old Republic Title                                9,991    6/4/2009
               138         97.5%        9/30/2004
               139         100.0%       10/15/2004   CVS                                              10,908   7/31/2017
               140         96.00%        9/1/2004
               141         100.0%       10/1/2004    St. Mary's Health Network                         9,672   9/30/2008
               142         100.0%       9/30/2004    Mercury Signs and Display, Ltd.                  35,942    3/8/2019
               143         100.0%       9/30/2004    Prutzman & Osgood Orthopedic Surgeons             5,224   10/31/2011


                                                                      SECOND
                                                                      LARGEST SECOND LARGEST
            CONTROL                                                   TENANT   TENANT LEASE
 FOOTNOTE   NUMBER    SECOND LARGEST TENANT (BASED ON SQUARE FOOTAGE) SQ. FT.   EXPIRATION
-------------------------------------------------------------------------------------------

     2          1     Gap - Gap Kids                                  19,637     1/31/2006
   3, 4         2     Venetian Casino Resort Showroom                 38,920     1/1/2028
                3     Advance Magazine Publishers, Inc.,             117,684     4/30/2016
                4     Weil Gotshal & Manges LLP                       74,682    11/30/2013
                5     Mass Mutual                                    135,469    12/31/2018
   5, 13        6     Fashion Shop                                    22,268      1/31/05
                7
                8     GAP                                              6,582    11/30/2005
     8          9     Konami Computer                                 10,131     9/30/2006
-----------------------------------------------------------------------------------------------
               10
              10.01
              10.02
              10.03
              10.04
              10.05
              10.06
              10.07
              10.08
              10.09
-----------------------------------------------------------------------------------------------
               11     National Union Fire -                           98,415    10/31/2009
               12     Watt Tieder Hoffar & Fitzgerald                 27,556     7/31/2014
     6         13
   4, 8        14     Liberty Partners                                15,626     3/31/2010
               15     Goodell, DeVries, Leech & Gray                  45,962     6/30/2013
               16     Sears                                          150,599    10/31/2016
     8         17     Linens N' Things                                26,300     1/31/2015
     7         18     LNT, Inc. (d/b/a Linens 'n Things)              28,000     1/31/2015
-----------------------------------------------------------------------------------------------
               19
              19.01   GSA - Small Business Admin.                     28,775     4/15/2014
              19.02   GSA - Internal Revenue Service                  59,802     10/9/2012
              19.03   Diamond Parking                                    508
-----------------------------------------------------------------------------------------------
               20     Baker, Knapp & Tubbs                            26,354     5/1/2009
               21
               22
     8         23     Bank of America (Ground Lease)                  11,500     3/31/2005
     8         24     PetsMart #241                                   26,073     1/31/2013
     8         25     Stifel & Nicolaus                               97,100     4/30/2011
               26     MRS Associates, Inc.                            39,978     6/30/2008
     8         27     Wilson Elser & Moskowitz                        11,393     1/31/2009
               28     Lakeview Deli                                    1,835     3/31/2010
               29
     9         30
     8         31     Barsa Technology                                 9,000    11/30/2009
               32     K. Hovnanian                                    32,349     3/31/2013
               33
               34     Helen of Troy                                   15,731     6/30/2008
-----------------------------------------------------------------------------------------------
               35
              35.01   Toni & Guy Academy                               7,479     8/31/2005
              35.02   Tuesday Morning                                  9,422     7/15/2005
-----------------------------------------------------------------------------------------------
     8         36     Trizec Holdings, Inc.                           35,000     6/30/2009
               37     University Restaurant Group                      8,390    12/31/2005
     8         38     T-Mobile USA W-1                                81,870    12/14/2011
               39     Sushi Concepts                                   6,107    10/31/2010
    10         40
               41     Marsh USA, Inc                                   8,993     4/30/2011
               42     Girard Engineering                               7,800     1/31/2007
               43     AT&T Corporation                                16,768    11/30/2005
               44     Leonhardt Group                                 16,236    12/31/2007
   6, 8        45     Diagnostic Labs                                  4,000     9/30/2009
               46     Bon Ton                                         65,365     2/1/2014
-----------------------------------------------------------------------------------------------
               47
              47.01   Office Max, Inc. (Dollar Tree)                  15,966     9/1/2014
              47.02   Goodwill Industries                             15,000     5/1/2006
              47.03
-----------------------------------------------------------------------------------------------
               48
               49     Department of Revenue                           28,112     5/31/2005
               50
               51     Brown Group Retail, Inc/Famous Footwear          8,000     7/31/2009
-----------------------------------------------------------------------------------------------
               52
              52.01   EJ Footwear, LLC                                12,361     9/15/2005
              52.02   Bristol Development (Branham & Day)              8,012     9/30/2008
-----------------------------------------------------------------------------------------------
               53     Cubellis Associates                             13,500     8/31/2007
               54     Islands Fine Burgers & Drinks                    5,500     3/30/2020
               55     Barnes & Noble                                  24,980     2/1/2011
               56     Meadow Burke (M.M.I.)                          110,782     2/14/2012
               57     Dean Witter Reynolds, Inc.                      13,973     2/8/2009
               58     Bernini                                          3,900     1/31/2006
               59     Lincoln General Insurance Co.                   33,206    12/31/2014
               60     AT&T                                            14,488     6/30/2005
    11         61     Lowes Foods                                     28,500     9/1/2008
     8         62     Bluefin Restaurant                               4,550     11/1/2014
               63     Realty South                                     4,650     4/30/2008
     9         64     Pier One                                        10,681     3/1/2015
               65
               66     CVS                                             10,950     1/31/2016
-----------------------------------------------------------------------------------------------
     8         67
              67.01   Measurement Systems Inc.                        19,361    11/30/2007
              67.02   Wicks Business Information LLC                   3,727     8/31/2010
-----------------------------------------------------------------------------------------------
     9         68     The Glen Endoscopy                               7,953     9/30/2015
               69     Thompkins & Co., Inc.                           12,513    10/31/2008
               70
               71     Coats & Clark, Inc.                             24,715     6/1/2012
               72     Moore and King Pharmacy (Erlanger)               5,845     9/1/2009
               73     Paris Baguette Bon Doux, Inc.                    3,571    11/30/2008
               74
               75     IBEW PlusCredit Union                            4,000     1/1/2006
     8         76     Dreamers, LLC                                    3,960     2/28/2009
               77     Sklar Warren & Williams LLP                      8,907     7/1/2011
               78     UW Physicians Network                           10,247     1/1/2008
               79      Shoe Carnival                                  10,000     3/31/2014
               80     Pelle Management Corp.                           7,000     7/31/2005
    11         81     Dollar Tree                                      8,000     8/1/2007
               82     Movex (sublessee)                               13,404     7/1/2006
               83
               84     Carie                                            6,569     5/31/2006
               85     Dollar Tree                                     10,000     8/1/2009
               86     Vengroff, Williams                               4,041    11/30/2005
               87     Kimball Hill Homes                               8,168     10/1/2008
               88     Diagnostic Imaging                               7,945     8/31/2019
               89     Village Center Liquor                            5,046     1/1/2008
               90     Washington Mutual Bank, FA                       3,500     8/17/2007
               91     ITAC                                            31,382     6/30/2006
               92     Washington Mutual                                3,600     5/11/2014
               93     Radio Shack                                      2,200     2/28/2010
               94     Law Offices of Robert Gould                      7,605     6/30/2008
     8         95     Omnicare                                        21,468     1/31/2009
               96     Petco                                           15,260     9/1/2014
               97     Truman Group                                     4,600     6/30/2007
               98     TRC Environmental Corp                          10,223     7/1/2009
               99     Fullerton Cardio                                 4,900     2/1/2007
               100    Systronix                                       16,199     6/30/2005
               101    Marsh Management Services                       15,408    11/30/2009
     8         102    AOA Geomarine Operations                         7,747     1/1/2006
               103    Nation's Mortgage & Investments                  4,724     6/1/2008
               104    SPEC Engineering                                10,563     5/1/2006
               105    Shoe Show                                        5,200     8/1/2008
               106    Olson Management                                15,200     12/1/2005
               107    Quizno's                                         1,550    10/31/2008
               108    Castle Pines Wine & Spirits                      3,990     8/1/2009
               109    The Original Pancake House                       4,200     5/31/2010
   9, 12       110    Payless Shoes                                    2,880     3/31/2010
               111    Elmos N.A., Inc.                                 7,146     6/1/2006
               112    Durney & Brennan LTD.                            3,800     8/31/2006
               113    Bungalow Classic                                 8,350     8/16/2007
               114    Purosystems                                     14,638     10/1/2009
               115    Houston Neurology                                4,662     8/1/2007
               116    Mass Development, L.L.C.                         3,686     11/4/2017
    11         117    Shoe Department                                  6,000     9/1/2007
               118    Sol Azteca                                       4,200     7/31/2012
               119    Novacare- ProActive Therapy                      9,512     9/30/2005
               120    Dr. Mark Cannon / Assoc. Dental Specialist       3,530     7/1/2008
    11         121    Shoe Show                                        6,000     12/1/2007
               122    Killearn, Inc.                                   7,928     2/28/2011
               123    Smoky Hill Village Liquors                       4,021     1/1/2007
               124    401K Exchange Com                                5,205     10/1/2005
               125
               126    Hallmark                                         7,000     2/28/2006
               127    Kinross Gold U.S.A., Inc.                        7,192     6/30/2009
-----------------------------------------------------------------------------------------------
               128
             128.01
             128.02
-----------------------------------------------------------------------------------------------
               129    Cato                                             3,600     1/1/2009
               130
               131
    11         132    Blockbuster                                      5,000     2/1/2014
               133    Professional Nail                                1,771     5/1/2009
               134    Honey Bee's                                      3,024    10/31/2005
               135      Cato's                                         4,160     3/14/2009
               136    Caffe!Caffe!                                     2,800    12/31/2006
               137    Partners Real Estate                             3,132     6/30/2017
               138
               139
               140
               141
               142
               143    Tim Booth and Candice Booth                      1,577     7/31/2007


                                                                             THIRD
                                                                            LARGEST THIRD LARGEST
            CONTROL   THIRD LARGEST TENANT                                   TENANT  TENANT LEASE
 FOOTNOTE   NUMBER    (BASED ON SQUARE FOOTAGE)                              SQ. FT.  EXPIRATION
-------------------------------------------------------------------------------------------------

     2          1     The Limited- Lane Bryant                               18,515   1/31/2005
   3, 4         2     Madame Tussaud Las Vegas                               28,000    1/1/2014
                3     Liz Claiborne - 2nd-4th Floor                          92,952   1/31/2013
                4     McKool Smith, PC                                       70,476   2/28/2007
                5     Interpublic Group                                      69,245   12/31/2014
   5, 13        6     Express Bath & Body                                    21,335   1/31/2008
                7
                8     Longhi's Restaurant                                     6,160   12/31/2020
     8          9     Hankyu                                                  6,021   10/31/2009
---------------------------------------------------------------------------------------------------
               10
              10.01
              10.02
              10.03
              10.04
              10.05
              10.06
              10.07
              10.08
              10.09
---------------------------------------------------------------------------------------------------
               11     Deloitte & Touche -                                    93,827   7/31/2005
               12     Morgan Stanley DW Inc.                                 22,909   2/28/2014
     6         13
   4, 8        14     JP Morgan Chase                                        12,211   9/30/2017
               15     Kramon & Graham, P.A.                                  19,000   2/13/2010
               16     Foley's                                               120,000   12/31/2099
     8         17     Old Navy                                               18,800   10/31/2014
     7         18     Barnes & Noble Booksellers, Inc.                       25,000   6/30/2014
---------------------------------------------------------------------------------------------------
               19
              19.01   Cotkin, Collins, & Ginsburg                            10,775   1/31/2011
              19.02   Sun Sook Min & Tai Yong Min                             1,915   7/31/2007
              19.03
---------------------------------------------------------------------------------------------------
               20     Jerry Pair & Associates                                23,176   12/1/2012
               21
               22
     8         23     U.S. Post Office (FSG)                                  9,000   6/30/2015
     8         24     Michaels                                               23,810   3/31/2009
     8         25     Seabury & Smith (MMC)                                  35,505   3/31/2006
               26     The Cooper Health System                               33,662    5/1/2008
     8         27     GSA (Department of Labor)                              10,294   8/31/2009
               28     Lockheed Martin Properties                              1,152   11/30/2007
               29
     9         30
     8         31     ULR Insurance                                           8,563   11/30/2006
               32     Kretchmar/Sterling Art                                 23,598   8/31/2006
               33
               34     Meta Group Inc.                                        13,550   12/15/2005
---------------------------------------------------------------------------------------------------
               35
              35.01   Blockbuster Video                                       6,491   3/31/2007
              35.02   H&R Block                                               3,183   4/30/2006
---------------------------------------------------------------------------------------------------
     8         36     GSA                                                    31,274   10/31/2011
               37     Paul & Janofsky                                         6,234   10/31/2009
     8         38     Qwest Communication Corp.                              69,337   6/10/2009
               39
    10         40
               41     CTX Mortgage Co.                                        7,766   12/15/2008
               42     West Financial                                          5,344   8/31/2007
               43     Entergy Gulf States, Inc.                              11,960   12/31/2006
               44     Cascade Partners, LLC                                   8,118   11/30/2011
   6, 8        45     Ho Ho Chinese Restaurant                                4,000   8/31/2007
               46     Raymours Furniture                                     49,105   4/30/2019
---------------------------------------------------------------------------------------------------
               47
              47.01   Office Max, Inc. (Chuck E. Cheese)                     10,600    5/1/2017
              47.02   Tire Barn Ground Lease                                      1   11/1/2010
              47.03
---------------------------------------------------------------------------------------------------
               48
               49     Boystown of South Florida                              19,471   12/31/2009
               50
               51     Five Below, Inc.                                        4,500   8/31/2011
---------------------------------------------------------------------------------------------------
               52
              52.01   National Seating and Mobility, Inc.                     9,688   2/28/2010
              52.02   Brentwood Psychiatric Group                             3,453   4/30/2007
---------------------------------------------------------------------------------------------------
               53     Rothman Partners                                       13,326   2/28/2011
               54     Pei Wei Asian Diner, Inc.                               3,354   7/31/2012
               55     Office Max                                             23,600   1/31/2011
               56     Mail Tech, Ltd.                                        71,819   11/30/2009
               57     MCImetro Access                                         9,154   4/30/2006
               58     Max Studio                                              3,000   3/31/2009
               59
               60     Mediware Information                                   14,164   7/31/2007
    11         61     US Post Office                                         20,000    1/1/2009
     8         62     Table Talk                                              4,500    1/1/2006
               63     M.G. Midwest, Inc. (Movie Gallery)                      3,450   9/30/2008
     9         64     Newton Furniture                                       10,000    1/1/2009
               65
               66     Mammoth Video                                           6,350   1/31/2010
---------------------------------------------------------------------------------------------------
     8         67
              67.01
              67.02   Holahan, Gumpper, Dowling                               3,448   5/31/2009
---------------------------------------------------------------------------------------------------
     9         68     Glenbrook Pediatrics                                    6,456   9/30/2012
               69     FAA                                                    10,663   6/20/2008
               70
               71     Keller Williams                                         8,873    2/1/2009
               72
               73     Zahle, Inc. (Sharky's)                                  2,704    9/7/2013
               74
               75     Big and Tall                                            3,500    3/1/2005
     8         76     Image Resort/ Hung & Charlene Nguyen                    3,600   2/28/2007
               77     First Franklin Financial                                8,122    6/1/2009
               78     Shiplogix (SLX Inc)                                     5,111   11/1/2005
               79      Catherine's                                            4,000   2/28/2009
               80     Nevada Wireless LLC                                     6,933   9/30/2006
    11         81     Cato's                                                  6,500    2/1/2009
               82     Arcadis Geraghty & Miller                              10,480    1/1/2006
               83
               84     Phila. Council for Community Adv (PCCA)                 6,569   10/31/2005
               85     Hibbetts Sports                                         4,800    2/1/2010
               86     Agruso & Trovato                                        3,890   3/31/2010
               87     Elan Group                                              5,548    4/1/2006
               88     North Shore Podiatry                                    5,719   4/27/2014
               89     Four Seasons Asian Grille                               2,948   2/28/2006
               90     Pei Wei                                                 3,108   8/31/2012
               91     CSC                                                    13,646   12/31/2008
               92     City Edge Dental Associates                             2,552    7/5/2014
               93     Breakfast Club                                          2,085   11/17/2008
               94     WorldCatch                                              3,105    3/1/2005
     8         95     Foresight Inc.                                         15,314   4/30/2006
               96
               97     Gunn Allen (brokerage)                                  3,500   1/31/2005
               98
               99     Dr. Meyer                                               2,682    9/1/2009
               100    HiTec Power Protection                                  9,758   3/31/2007
               101    Dwight Asset Management Company                        12,731   10/31/2012
     8         102    Digital Business Systems                                4,250    7/1/2007
               103    Motor Vehicle Dept.                                     4,188    4/1/2005
               104    Sizzler Restaurant                                      5,600   11/1/2009
               105    Hibbetts Sporting Goods                                 5,000    2/1/2009
               106    Kuniholm Law Firm                                       5,792   12/1/2005
               107    United Check Cashing                                    1,200   9/11/2013
               108    Stumpy's Deli Style Subs                                1,579    6/1/2007
               109    Betty's Fine Collectibles                               2,800   1/31/2008
   9, 12       110    Chinese Restaurant                                      1,974    2/1/2014
               111    Credit Union One                                        2,916    8/1/2006
               112    Sierra Spine Therapy, LLC                               3,706   11/30/2009
               113    Switch, Inc.                                            4,650   8/31/2008
               114    Crest Group                                            10,000    4/1/2014
               115    Eileen Stade                                            3,963    7/1/2008
               116    U.S. Cellular                                           3,136   8/31/2007
    11         117    Cato                                                    5,100    2/1/2009
               118    Vestavia MRI                                            2,500   6/30/2007
               119    Pet Supplies                                            9,115   4/30/2009
               120    Dr. Sam Akmakjian                                       2,840   12/1/2009
    11         121    Friedrichs Eye Center                                   4,000    3/1/2007
               122    Progessive Casualty Insurance                           7,764   7/30/2007
               123    Villa Pizza                                             1,560    2/1/2007
               124    PayDay Rentals                                          2,650   7/31/2009
               125
               126    CJ's Sports Tavern                                      4,700   3/31/2009
               127    Dr. Donald Zundel                                       2,723   10/31/2009
---------------------------------------------------------------------------------------------------
               128
             128.01
             128.02
---------------------------------------------------------------------------------------------------
               129    Shoe Dept.                                              3,200   12/1/2009
               130
               131
    11         132    Rent-A-Center                                           4,000    4/1/2009
               133    Vision Solutions Optometry                              1,500    9/1/2014
               134    Sonoma City Martial Arts                                1,800   9/30/2007
               135      Colorama                                              2,880    7/1/2007
               136    Clearview Cleaners                                      2,000   3/31/2007
               137
               138
               139
               140
               141
               142
               143    Edward D. Jones & Co.                                   1,043   1/31/2007


                                                                                                   EARTHQUAKE
                                                 PHASE II                                          INSURANCE
             CONTROL  ENGINEERING       PHASE I PERFORMED    PHASE II              SEISMIC          REQUIRED
FOOTNOTE     NUMBER   REPORT DATE         DATE    (Y/N)        DATE         PML %  REPORT DATE        (Y/N)
--------------------------------------------------------------------------------------------------------------

     2          1       10/12/2004    10/12/2004  No                                                  No
   3, 4         2        3/9/2004      3/3/2004   No                                                  No
                3        9/29/2004    12/16/2004  No                                                  No
                4        11/5/2004     11/5/2004  No                                                  No
                5       11/30/2004     12/3/2004  No                                                  No
   5, 13        6        12/8/2004     8/17/2004  No                                                  No
                7       10/18/2004     10/1/2004  No                                                  No
                8        7/27/2004     7/27/2004  No                                                  No
     8          9        10/6/2004     10/6/2004  No                                                  No
--------------------------------------------------------------------------------------------------------------
               10
              10.01     10/14/2004    11/15/2004  No                                                  No
              10.02     10/14/2004    11/16/2004  No                                                  No
              10.03     11/19/2004    10/14/2004  No                                                  No
              10.04     11/19/2004    10/14/2004  No                                                  No
              10.05     11/19/2004    10/14/2004  No                                                  No
              10.06     11/19/2004    11/18/2004  No                                                  No
              10.07     10/14/2004    10/14/2004  No                                                  No
              10.08     10/14/2004    11/15/2004  No                                                  No
              10.09     10/14/2004    10/14/2004  No                                                  No
--------------------------------------------------------------------------------------------------------------
               11       10/25/2004     8/5/2004   No                                                  No
               12       10/15/2004    10/15/2004  No                             9   8/17/2004       Yes
     6         13        6/25/2004     7/23/2004  No                                                  No
   4, 8        14        11/3/2004     11/3/2004  No                                                  No
               15        10/8/2004     10/7/2004  No                                                  No
               16       10/26/2004    10/26/2004  No                                                  No
     8         17       10/13/2004     4/27/2004  No                            12   4/27/2004        No
     7         18        8/27/2004     8/24/2004  No                                                  No
--------------------------------------------------------------------------------------------------------------
               19
              19.01      7/12/2004     7/12/2004  No                            14   7/12/2004        No
              19.02      7/12/2004     7/12/2004  No                             4   7/12/2004        No
              19.03      7/12/2004     7/12/2004  No                             8   7/12/2004        No
--------------------------------------------------------------------------------------------------------------
               20        9/27/2004     9/22/2004  No                                                  No
               21       11/16/2004    11/16/2004  No                                                  No
               22       10/12/2004    10/20/2004  No                            18   6/17/2004        No
     8         23        7/15/2004     8/9/2004   No                            18   8/27/2004        No
     8         24       11/16/2004    11/15/2004  No                                                  No
     8         25        7/19/2004     7/19/2004  No                                                  No
               26        9/22/2004     9/22/2004  No                                                  No
     8         27        7/22/2004     7/22/2004  No                                                  No
               28        7/20/2004     7/20/2004  No                                                  No
               29       10/28/2004     10/5/2004  Yes          10/5/2004                              No
     9         30        7/12/2004     9/14/2004  No                                                  No
     8         31        8/11/2004     7/26/2004  No                            10   8/11/2004        No
               32       10/22/2004    11/22/2004  No                            16  10/22/2004       Yes
               33        3/3/2004      1/9/2004   No                                                  No
               34       10/13/2004    10/11/2004  No                                                  No
--------------------------------------------------------------------------------------------------------------
               35
              35.01      9/17/2004     9/17/2004  No                                                  No
              35.02      9/16/2004     8/20/2004  Yes          10/5/2004                              No
--------------------------------------------------------------------------------------------------------------
     8         36        5/20/2004     5/25/2004  No                                                  No
               37       10/20/2004     11/3/2004  No                            19  11/22/2004        No
     8         38        11/3/2004    11/11/2004  No                                                  No
               39       10/20/2004    11/17/2004  No                            18  11/22/2004        No
    10         40        11/5/2004     11/5/2004  No                                                  No
               41        9/3/2004      9/8/2004   No                            11   9/8/2004         No
               42       11/11/2004     11/8/2004  No                                                  No
               43        9/30/2004     9/16/2004  No                                                  No
               44        8/26/2004     8/26/2004  No                            30   8/26/2004       Yes
   6, 8        45        11/5/2004    11/22/2004  No                                                  No
               46        8/2/2004      8/3/2004   No                                                  No
--------------------------------------------------------------------------------------------------------------
               47
              47.01     10/22/2004     8/4/2004   No                                                  No
              47.02     10/22/2004     8/2/2004   No                                                  No
              47.03     10/22/2004     8/2/2004   No                                                  No
--------------------------------------------------------------------------------------------------------------
               48        4/30/2004     5/4/2004   No                                                  No
               49        11/2/2004    10/26/2004  No                                                  No
               50        7/22/2004     7/23/2004  No                                                  No
               51        8/13/2004     8/13/2004  No                                                  No
--------------------------------------------------------------------------------------------------------------
               52
              52.01      8/12/2004     8/12/2004  No                                                  No
              52.02      8/12/2004     8/12/2004  No                                                  No
--------------------------------------------------------------------------------------------------------------
               53        8/4/2004      7/29/2004  No                                                  No
               54        9/7/2004      9/7/2004   No                            10   8/6/2004         No
               55        7/28/2004     8/5/2004   No                                                  No
               56        3/26/2004    12/11/2004  No                                                  No
               57        2/25/2004     6/2/2004   No                            13   2/26/2004        No
               58        8/12/2004     9/22/2004  No                            17   8/12/2004       Yes
               59        6/7/2004      6/7/2004   No                                                  No
               60        7/13/2004     9/1/2004   No                                                  No
    11         61        8/24/2004     8/6/2004   No                                                  No
     8         62        7/5/2004      9/10/2004  No                                                  No
               63        9/6/2004      9/7/2004   No                                                  No
     9         64        11/4/2004     9/10/2004  No                                                  No
               65       11/10/2004    11/15/2004  No                                                  No
               66       10/11/2004    10/11/2004  No                                                  No
--------------------------------------------------------------------------------------------------------------
     8         67
              67.01      3/26/2004     6/29/2004  No                                                  No
              67.02      3/26/2004     6/29/2004  No                                                  No
--------------------------------------------------------------------------------------------------------------
     9         68        6/30/2004     7/14/2004  No                                                  No
               69        9/15/2004     9/16/2004  No                            17   9/22/2004        No
               70        11/5/2004     11/5/2004  No                            12   11/5/2004       Yes
               71        6/20/2004     6/17/2004  No                                                  No
               72        8/19/2004     5/14/2004  No                                                  No
               73       10/22/2004    11/22/2004  No                             9  10/22/2004        No
               74        12/1/2004     12/1/2004  No                            14   12/1/2004        No
               75        6/17/2004     6/10/2004  No                                                  No
     8         76        4/13/2004     4/13/2004  No                                                  No
               77        9/3/2004      9/8/2004   No                                                  No
               78        7/24/2004     4/23/2004  No                            17   4/23/2004        No
               79        7/21/2004     5/26/2004  No                                                  No
               80        8/6/2004     10/26/2004  No                            10   8/6/2004         No
    11         81       10/29/2004    11/11/2004  No                                                  No
               82        7/12/2004     7/20/2004  No                                                  No
               83       11/24/2004    11/24/2004  No                                                  No
               84       10/11/2004    10/14/2004  No                                                  No
               85       11/23/2004     12/7/2004  No                                                  No
               86        6/30/2004     6/22/2004  No                                                  No
               87        8/23/2004     8/20/2004  No                                                  No
               88        6/30/2004     7/14/2004  No                                                  No
               89        9/28/2004     9/23/2004  No                                                  No
               90        9/28/2004     9/28/2004  No                                                  No
               91       12/30/2003    12/30/2003  No                                                  No
               92        7/16/2004     7/8/2004   No                                                  No
               93        10/8/2004    10/13/2004  No                            15  10/11/2004        No
               94       11/17/2004     11/5/2004  No                            12   11/5/2004        No
     8         95        8/31/2004     8/31/2004  No                                                  No
               96       10/27/2004    10/23/2004  No                            10  10/20/2004        No
               97        6/24/2004     6/24/2004  No                                                  No
               98        9/3/2004      9/8/2004   No                                                  No
               99        7/29/2004     7/21/2004  No                            19   7/27/2004        No
               100       7/20/2004     6/25/2004  No                                                  No
               101       7/23/2004     7/23/2004  No                                                  No
     8         102      11/15/2004     11/5/2004  No                            12  10/29/2004        No
               103       7/14/2004     7/22/2004  No                                                  No
               104       9/3/2004      9/10/2004  No                            14   9/3/2004         No
               105       9/23/2004     9/28/2004  No                                                  No
               106      10/15/2004    10/20/2004  No                                                  No
               107       6/4/2004      8/26/2004  No                                                  No
               108       9/28/2004     9/28/2004  No                                                  No
               109       9/29/2004     9/27/2004  No                                                  No
   9, 12       110      11/12/2004     11/4/2004  No                                                  No
               111       6/2/2004      6/14/2004  No                                                  No
               112       6/7/2004      9/23/2004  No                             1   6/7/2004         No
               113       8/18/2004     8/18/2004  No                                                  No
               114       7/9/2004      6/25/2004  No                                                  No
               115      10/14/2004     11/1/2004  No                                                  No
               116       7/15/2004     7/15/2004  No                                                  No
    11         117      10/29/2004    11/11/2004  No                                                  No
               118       10/1/2004    10/20/2004  No                                                  No
               119      12/31/2003    12/18/2003  No                                                  No
               120       7/22/2004     7/30/2004  No                                                  No
    11         121       8/6/2004      7/30/2004  No                                                  No
               122       6/4/2004      6/4/2004   No                                                  No
               123       9/22/2004    10/11/2004  No                                                  No
               124       7/13/2004     7/22/2004  No                                                  No
               125      11/17/2004    11/17/2004  No                            11  11/17/2004        No
               126       8/18/2004     8/16/2004  No                                                  No
               127       6/7/2004      8/19/2004  No                             1   6/7/2004         No
--------------------------------------------------------------------------------------------------------------
               128
             128.01      10/6/2004     9/28/2004  No                            15  10/14/2004        No
             128.02      10/6/2004     9/28/2004  No                            18  10/14/2004        No
--------------------------------------------------------------------------------------------------------------
               129       6/25/2004     6/25/2004  No                                                  No
               130       7/23/2004     7/26/2004  No                                                  No
               131       7/12/2004     7/13/2004  No                                                  No
    11         132       8/6/2004      7/30/2004  No                                                  No
               133       9/7/2004      9/15/2004  No                            10   9/7/2004         No
               134       7/8/2004      9/9/2004   No                             2   7/8/2004         No
               135      11/19/2004    11/30/2004  No                                                  No
               136       9/28/2004     9/28/2004  No                                                  No
               137       9/7/2004      9/5/2004   No                             6   9/8/2004         No
               138       7/19/2004     7/19/2004  No                            17   5/21/2004        No
               139       7/8/2004      7/8/2004   No                                                  No
               140       8/19/2004     9/1/2004   No                                                  No
               141       6/7/2004      7/27/2004  No                             4   6/7/2004         No
               142       9/3/2004      9/3/2004   No                                                  No
               143       6/7/2004      7/28/2004  No                             1   6/7/2004         No


                       TERRORISM                                                                                  PARTIAL
                       INSURANCE                                                                                 YEAR DATE
            CONTROL     REQUIRED                           2002 NOI                  2003 NOI                     (IF PAST
 FOOTNOTE   NUMBER       (Y/N)     OWNERSHIP INTEREST        DATE        2002 NOI      DATE          2003 NOI      2003)
-----------------------------------------------------------------------------------------------------------------------------

     2          1         Yes           Fee Simple       12/31/2002     $21,699,415  12/31/2003     $21,816,295  9/30/2004
   3, 4         2         Yes     Fee Simple / Leasehold                         $0                          $0     NAP
                3         Yes           Fee Simple       12/31/2002     $17,629,247  12/31/2003     $20,451,307     NAP
                4         Yes           Fee Simple       12/31/2002     $27,610,433  12/31/2003     $23,320,126  9/30/2004
                5         Yes           Fee Simple       12/31/2002     $15,403,892  12/31/2003     $17,951,022  9/30/2004
   5, 13        6         Yes           Leasehold        12/31/2002     $10,660,175  12/31/2003     $11,356,743  9/30/2004
                7         Yes           Fee Simple                               $0  12/31/2003     $11,761,732  8/31/2004
                8         Yes           Fee Simple       12/31/2002      $8,929,980  12/31/2003     $10,151,225  6/30/2004
     8          9         Yes           Fee Simple       12/31/2002      $9,788,841  12/31/2003      $9,453,477  6/30/2004
----------------------------------------------------------------------------------------------------------------------------
               10                                        12/31/2002      $5,893,334  12/31/2003      $6,836,266  8/31/2004
              10.01       Yes           Fee Simple       12/31/2002      $1,058,345  12/31/2003      $1,146,435  8/31/2004
              10.02       Yes           Fee Simple       12/31/2002        $959,053  12/31/2003      $1,080,898  8/31/2004
              10.03       Yes           Fee Simple       12/31/2002        $851,004  12/31/2003      $1,054,694  8/31/2004
              10.04       Yes           Fee Simple       12/31/2002        $553,372  12/31/2003        $787,325  8/31/2004
              10.05       Yes           Fee Simple       12/31/2002        $380,684  12/31/2003        $406,606  8/31/2004
              10.06       Yes           Fee Simple       12/31/2002        $541,313  12/31/2003        $614,789  8/31/2004
              10.07       Yes           Fee Simple       12/31/2002        $766,346  12/31/2003        $808,357  8/31/2004
              10.08       Yes           Fee Simple       12/31/2002        $439,002  12/31/2003        $503,612  8/31/2004
              10.09       Yes           Fee Simple       12/31/2002        $344,215  12/31/2003        $433,550  8/31/2004
----------------------------------------------------------------------------------------------------------------------------
               11         Yes           Fee Simple       12/31/2002     $10,622,989  12/31/2003     $10,629,281  8/31/2004
               12         Yes           Fee Simple                               $0  12/31/2003      $2,346,804     NAP
     6         13         Yes     Fee Simple / Leasehold 12/31/2002     $12,565,339  12/31/2003     $14,850,810  9/30/2004
   4, 8        14         Yes           Fee Simple                               $0  12/31/2003      $7,913,597  7/31/2004
               15         Yes           Fee Simple       12/31/2002      $7,847,546  12/31/2003      $6,693,653     NAP
               16         Yes           Fee Simple       12/31/2002      $5,840,148  12/30/2003      $5,628,901  6/30/2004
     8         17         Yes           Fee Simple       12/31/2002      $2,224,674  12/31/2003      $2,236,383  5/31/2004
     7         18         Yes           Fee Simple                               $0                          $0     NAP
----------------------------------------------------------------------------------------------------------------------------
               19                                        12/31/2002      $4,794,176  12/31/2003      $5,741,901  5/31/2004
              19.01       Yes           Fee Simple       12/31/2002      $2,426,934  12/31/2003      $2,359,472  5/31/2004
              19.02       Yes     Fee Simple / Leasehold 12/31/2002        $820,392  12/31/2003      $1,764,724  5/31/2004
              19.03       Yes           Leasehold        12/31/2002      $1,546,850  12/31/2003      $1,617,705  5/31/2004
----------------------------------------------------------------------------------------------------------------------------
               20         Yes           Fee Simple       12/31/2002      $5,945,773  12/31/2003      $6,128,164  7/31/2004
               21         Yes           Fee Simple       12/31/2002      $3,633,165  12/31/2003      $4,100,838 10/31/2004
               22         Yes           Fee Simple                               $0                          $0     NAP
     8         23         Yes           Fee Simple       12/31/2002      $2,709,024  12/31/2003      $2,897,726  6/30/2004
     8         24         Yes           Fee Simple       12/31/2002      $3,264,495  12/31/2003      $2,613,372  9/30/2004
     8         25         Yes     Fee Simple / Leasehold 12/31/2002      $1,521,536  12/31/2003      $3,209,515  6/30/2004
               26         Yes           Fee Simple       12/31/2002      $3,263,018  12/31/2003      $2,533,808  9/30/2004
     8         27         Yes           Fee Simple       12/31/2002      $2,077,309  12/31/2003      $1,821,041  6/30/2004
               28         Yes           Fee Simple       12/31/2002      $2,753,556  12/31/2003      $3,023,900  6/30/2004
               29         Yes     Fee Simple / Leasehold 12/31/2002      $4,787,994  12/31/2003      $4,625,692  8/31/2004
     9         30         Yes           Fee Simple                               $0  12/31/2003      $1,154,098  6/30/2004
     8         31         Yes           Fee Simple                               $0  12/31/2003      $1,452,842  7/31/2004
               32         Yes           Fee Simple       12/31/2002      $2,037,364  12/31/2003      $2,065,038     NAP
               33         Yes           Fee Simple       12/31/2002      $2,157,240  12/31/2003      $2,157,240     NAP
               34         Yes           Fee Simple       12/31/2002      $2,145,453  12/31/2003      $2,130,759  9/30/2004
----------------------------------------------------------------------------------------------------------------------------
               35                                        12/31/2002      $2,290,818  12/31/2003      $2,245,698  5/31/2004
              35.01       Yes           Fee Simple       12/31/2002      $1,270,758  12/31/2003      $1,285,067  7/31/2004
              35.02       Yes           Fee Simple       12/31/2002      $1,020,060  12/31/2003        $960,631  7/31/2004
----------------------------------------------------------------------------------------------------------------------------
     8         36         Yes           Fee Simple       12/31/2002      $2,612,629  12/31/2003      $2,345,944  4/30/2004
               37         Yes           Fee Simple       12/31/2002      $1,765,944  12/31/2003      $1,823,748     NAP
     8         38         Yes           Leasehold        12/31/2002      $4,512,172  12/31/2003      $3,966,274  7/31/2004
               39         Yes           Fee Simple       12/31/2002      $1,629,619  12/31/2003      $1,631,225     NAP
    10         40         Yes           Fee Simple       12/31/2002      $1,934,569  12/31/2003      $2,061,988  8/31/2004
               41         Yes           Fee Simple                               $0  12/31/2003        $420,390  7/31/2004
               42         Yes           Fee Simple       12/31/2002      $1,357,108  12/31/2003      $1,495,358  6/30/2004
               43         Yes     Fee Simple / Leasehold  6/30/2002      $2,570,808   6/30/2003      $2,952,987     NAP
               44         Yes           Fee Simple       12/31/2002      $1,788,742  12/31/2003      $1,632,378  6/30/2004
   6, 8        45         Yes           Leasehold                                $0  12/31/2003      $1,592,491  9/30/2004
               46         Yes           Fee Simple       12/31/2002      $1,745,774  12/31/2003      $1,214,195  6/30/2004
----------------------------------------------------------------------------------------------------------------------------
               47                                        12/31/2002      $1,780,683  12/31/2003      $1,679,692  3/31/2004
              47.01       Yes           Fee Simple       12/31/2002        $977,146  12/31/2003        $921,728  3/31/2004
              47.02       Yes           Fee Simple       12/31/2002        $490,470  12/31/2003        $462,654  3/31/2004
              47.03       Yes           Fee Simple       12/31/2002        $313,066  12/31/2003        $295,311  3/31/2004
----------------------------------------------------------------------------------------------------------------------------
               48         Yes           Fee Simple       12/31/2002      $1,932,694  12/31/2003      $1,952,850  4/30/2004
               49         Yes           Fee Simple                               $0  12/31/2003      $1,253,911  8/31/2004
               50         Yes           Leasehold        12/31/2002      $1,812,593  12/31/2003      $1,369,520  7/31/2004
               51         Yes           Fee Simple                               $0                          $0     NAP
----------------------------------------------------------------------------------------------------------------------------
               52                                        12/31/2002      $1,469,761  12/31/2003      $1,021,984  5/31/2004
              52.01       Yes           Fee Simple       12/31/2002        $944,527  12/31/2003        $510,366  6/30/2004
              52.02       Yes           Fee Simple       12/31/2002        $525,234  12/31/2003        $511,618  6/30/2004
----------------------------------------------------------------------------------------------------------------------------
               53         Yes           Fee Simple       12/31/2002      $1,378,946  12/31/2003      $1,338,630     NAP
               54         Yes           Fee Simple       12/31/2002         $79,973  12/31/2003        $379,193  6/30/2004
               55         Yes           Fee Simple       12/31/2002      $1,401,851  12/31/2003      $1,403,928  6/30/2004
               56         Yes           Fee Simple       12/31/2002        $952,713  12/31/2003      $1,274,684     NAP
               57         Yes           Fee Simple       12/31/2002      $1,388,468  12/31/2003      $1,220,064  7/31/2004
               58         Yes           Fee Simple       12/31/2002        $477,276  12/31/2003        $836,210     NAP
               59         Yes           Fee Simple       12/31/2002      $1,306,349  12/31/2003      $1,322,593  5/31/2004
               60         Yes           Fee Simple                               $0  12/31/2003        $455,176  7/31/2004
    11         61         Yes           Fee Simple       12/31/2002      $1,111,973  12/31/2003      $1,037,372  6/30/2004
     8         62         Yes           Fee Simple       12/31/2002        $762,194  12/31/2003        $834,833  9/30/2004
               63         Yes           Fee Simple                               $0                          $0  7/31/2004
     9         64         Yes           Fee Simple                               $0                          $0     NAP
               65         Yes           Fee Simple       12/31/2002        $918,965  12/31/2003        $889,013  9/30/2004
               66         Yes           Fee Simple       12/31/2002        $951,055  12/31/2003        $994,696  8/30/2004
----------------------------------------------------------------------------------------------------------------------------
     8         67                                        12/31/2002        $962,197  12/31/2003        $866,611
              67.01       Yes           Fee Simple       12/31/2002        $580,773  12/31/2003        $509,381     NAP
              67.02       Yes           Fee Simple       12/31/2002        $381,424  12/31/2003        $357,230     NAP
----------------------------------------------------------------------------------------------------------------------------
     9         68         Yes           Fee Simple                               $0                          $0     NAP
               69         Yes           Fee Simple       12/31/2002      $1,575,651  12/31/2003      $1,633,109     NAP
               70         Yes           Fee Simple                               $0                          $0     NAP
               71         Yes           Fee Simple                               $0                          $0     NAP
               72         Yes           Fee Simple                               $0                          $0     NAP
               73         Yes           Fee Simple                               $0                          $0     NAP
               74         Yes           Fee Simple       12/31/2002      $1,120,981  12/31/2003      $1,059,924  8/31/2004
               75         Yes           Fee Simple       12/31/2002        $756,634  12/31/2003        $673,570  8/31/2004
     8         76         Yes           Fee Simple       12/31/2002        $911,737  12/31/2003        $932,889  5/31/2004
               77         Yes           Fee Simple                               $0                          $0     NAP
               78         Yes           Fee Simple       12/31/2002      $1,062,575  12/31/2003      $1,042,690  6/30/2004
               79         Yes           Fee Simple                               $0                          $0     NAP
               80         Yes           Fee Simple       12/31/2002        $594,639  12/31/2003        $709,995     NAP
    11         81         Yes           Fee Simple       12/31/2002        $774,118  12/31/2003        $791,212  8/31/2004
               82         Yes           Fee Simple       12/31/2002        $490,627  12/31/2003        $721,025  4/30/2004
               83         Yes           Fee Simple                               $0                          $0     NAP
               84         Yes           Fee Simple       12/31/2002        $814,306  12/31/2003        $786,694 10/31/2004
               85         Yes           Fee Simple                               $0                          $0     NAP
               86         Yes           Fee Simple       12/31/2002        $814,471  12/31/2003        $787,182  8/31/2004
               87         Yes           Fee Simple       12/31/2002        $670,793  12/31/2003        $687,086  6/30/2004
               88         Yes           Fee Simple                               $0                          $0     NAP
               89         Yes           Fee Simple       12/31/2002        $711,524  12/31/2003        $677,772  7/31/2004
               90         Yes           Fee Simple                               $0  12/31/2003        $335,233     NAP
               91         Yes           Fee Simple       12/31/2002        $272,680  12/31/2003        $606,190  9/30/2004
               92         Yes           Fee Simple                               $0                          $0     NAP
               93         Yes           Fee Simple       12/31/2002        $558,639  12/31/2003        $573,692  8/31/2004
               94         Yes           Fee Simple       12/31/2002        $614,056  12/31/2003        $573,769  6/30/2004
     8         95         Yes           Fee Simple       12/31/2002        $872,189  12/31/2003        $642,461  7/31/2004
               96         Yes           Fee Simple                               $0                          $0     NAP
               97         Yes           Fee Simple       12/31/2002        $438,627  12/31/2003        $386,338  5/31/2004
               98         Yes           Fee Simple                               $0                          $0     NAP
               99         Yes           Fee Simple       12/31/2002        $512,102  12/31/2003        $552,918  6/30/2004
               100        Yes           Fee Simple       12/31/2002        $565,187  12/31/2003        $569,336  5/31/2004
               101        Yes           Fee Simple       12/31/2002        $658,349  12/31/2003        $615,682  6/30/2004
     8         102        Yes           Fee Simple                               $0                          $0     NAP
               103        Yes           Fee Simple       12/31/2002        $680,340  12/31/2003        $751,358  8/31/2004
               104        Yes           Fee Simple       12/31/2002        $754,665                          $0  5/4/2004
               105        Yes           Fee Simple                               $0                          $0  9/30/2004
               106        Yes           Fee Simple                               $0  12/31/2003        $389,908  9/30/2004
               107        Yes           Fee Simple                               $0                          $0     NAP
               108        Yes           Fee Simple       12/31/2002        $527,652  12/31/2003        $530,958  7/31/2004
               109        Yes           Fee Simple       12/31/2002        $450,262  12/31/2003        $478,422  9/30/2004
   9, 12       110        Yes           Fee Simple                               $0                          $0     NAP
               111        Yes           Fee Simple       12/31/2002        $496,538  12/31/2003        $451,450  9/30/2004
               112        Yes           Fee Simple                               $0                          $0     NAP
               113        Yes           Fee Simple       12/31/2002        $208,305  12/31/2003        $123,418     NAP
               114        Yes           Fee Simple                               $0                          $0     NAP
               115        Yes           Fee Simple       12/31/2002        $149,854  12/31/2003        $305,700  9/30/2004
               116        Yes           Fee Simple                               $0  12/31/2003        $179,572     NAP
    11         117        Yes           Fee Simple       12/31/2002        $327,073  12/31/2003        $350,562  8/31/2004
               118        Yes           Fee Simple                               $0  12/31/2003        $142,010     NAP
               119        Yes           Fee Simple       12/31/2002        $495,817  12/31/2003        $482,530     NAP
               120        Yes           Fee Simple                               $0  12/31/2003        $218,361  4/30/2004
    11         121        Yes           Fee Simple       12/31/2002        $330,138  12/31/2003        $336,479  5/31/2004
               122        Yes           Fee Simple       12/31/2002        $232,729  12/31/2003        $447,041     NAP
               123        Yes           Fee Simple       12/31/2002        $391,080  12/31/2003        $354,973  7/31/2004
               124        Yes           Fee Simple       12/31/2002        $418,584  12/31/2003        $490,364  8/31/2004
               125        Yes           Fee Simple                               $0                          $0     NAP
               126        Yes     Fee Simple / Leasehold 12/31/2002        $320,329  12/31/2003        $329,350  8/30/2004
               127        Yes           Fee Simple                               $0                          $0     NAP
----------------------------------------------------------------------------------------------------------------------------
               128                                       12/31/2002         $26,868  12/31/2003        $157,142  9/30/2004
             128.01       Yes           Fee Simple                               $0  12/31/2003         $67,739  9/30/2004
             128.02       Yes           Fee Simple       12/31/2002         $26,868  12/31/2003         $89,403  9/30/2004
----------------------------------------------------------------------------------------------------------------------------
               129        Yes           Fee Simple                               $0                          $0     NAP
               130        Yes           Fee Simple       12/31/2002        $441,600  12/31/2003        $441,600  6/30/2004
               131        Yes           Fee Simple       12/31/2002        $164,821  12/31/2003        $253,398  5/31/2004
    11         132        Yes           Fee Simple                               $0                          $0     NAP
               133        Yes           Fee Simple                               $0                          $0     NAP
               134        Yes           Fee Simple                               $0  12/31/2003        $219,933     NAP
               135        Yes           Fee Simple                               $0                          $0     NAP
               136        Yes           Fee Simple       12/31/2002        $255,960  12/31/2003        $310,534     NAP
               137        Yes           Fee Simple                               $0                          $0     NAP
               138        Yes           Fee Simple                               $0  12/31/2003        $118,939  6/30/2004
               139        Yes           Fee Simple                               $0                          $0     NAP
               140        Yes           Fee Simple                               $0                          $0     NAP
               141        Yes           Fee Simple       12/31/2002        $158,742  12/31/2003        $165,913     NAP
               142        Yes           Fee Simple                               $0                          $0     NAP
               143        Yes           Fee Simple                               $0  12/31/2003        $139,705     NAP


                      PARTIAL
                      YEAR #
           CONTROL      OF       PARTIAL YEAR      PARTIAL YEAR   UNDERWRITTEN   UNDERWRITTEN   UNDERWRITTEN   UNDERWRITTEN
FOOTNOTE   NUMBER     MONTHS     DESCRIPTION            NOI         REVENUE        EXPENSES          NOI          NOI DSCR
-----------------------------------------------------------------------------------------------------------------------------

     2          1         12     Trailing 12        $22,591,130    $39,132,005    $11,300,349    $27,831,656           1.92
   3, 4         2        NAP     Not Applicable             NAP    $60,543,181    $18,859,673    $41,683,508           1.70
                3        NAP     Not Applicable             NAP    $33,242,160    $11,765,048    $21,477,112           1.36
                4         12     Trailing 12        $23,516,230    $42,474,466    $17,000,565    $25,473,901           2.34
                5         12     Trailing 12        $17,793,048    $33,012,347    $13,536,572    $19,475,775           2.10
   5, 13        6         12     Trailing 12        $11,946,895    $20,568,962     $5,397,484    $15,171,479           1.75
                7         12     Trailing 12        $19,089,930    $83,617,469    $63,265,749    $20,351,720           2.93
                8         12     TTM                $10,485,000    $12,832,331     $2,381,198    $10,451,133           1.28
     8          9         12     TTM                 $9,556,748    $12,757,724     $3,173,106     $9,584,618           1.39
----------------------------------------------------------------------------------------------------------------------------
               10         12     TTM                 $8,048,099    $14,810,181     $5,734,436     $9,075,745           1.41
              10.01       12     TTM                 $1,285,372     $3,606,361     $1,270,233     $2,336,128
              10.02       12     TTM                 $1,264,122     $1,808,249       $695,309     $1,112,940
              10.03       12     TTM                 $1,214,838     $1,720,103       $587,881     $1,132,222
              10.04       12     TTM                   $920,272     $1,419,875       $462,090       $957,785
              10.05       12     TTM                   $654,906     $1,556,472       $687,717       $868,755
              10.06       12     TTM                   $729,881     $1,259,167       $467,438       $791,729
              10.07       12     TTM                   $819,320     $1,141,111       $337,920       $803,191
              10.08       12     TTM                   $548,164     $1,081,318       $533,088       $548,230
              10.09       12     TTM                   $611,224     $1,217,525       $692,760       $524,765
----------------------------------------------------------------------------------------------------------------------------
               11         12     TTM                 $8,985,096    $20,570,266     $8,897,741    $11,672,525           1.96
               12        NAP     Not Applicable             NAP    $11,408,465     $3,704,712     $7,703,753           1.31
     6         13         12     Trailing 12        $14,197,394    $42,932,481    $28,766,662    $14,165,819           2.40
   4, 8        14         12     TTM                 $7,390,750    $19,598,510     $7,823,394    $11,775,116           1.40
               15        NAP     Not Applicable             NAP    $13,111,519     $6,304,222     $6,807,297           1.53
               16         12     TTM                 $5,752,791    $10,399,509     $4,386,586     $6,012,923           1.27
     8         17         12     TTM                 $1,827,018     $9,973,276     $4,006,895     $5,966,381           1.79
     7         18        NAP     Not Applicable             NAP     $6,270,137     $1,434,360     $4,835,777           1.32
----------------------------------------------------------------------------------------------------------------------------
               19         12     TTM                 $5,755,555     $7,786,531     $2,486,483     $5,300,048           1.41
              19.01       12     TTM                 $2,396,696     $3,171,290       $952,232     $2,219,058
              19.02       12     TTM                 $1,841,983     $2,522,727       $818,285     $1,704,442
              19.03       12     TTM                 $1,516,876     $2,092,514       $715,966     $1,376,548
----------------------------------------------------------------------------------------------------------------------------
               20          7     Annualized          $6,246,786     $9,036,675     $2,941,148     $6,095,528           2.03
               21         12     TTM                 $5,203,039    $17,991,184    $12,903,389     $5,087,795           1.94
               22        NAP     Not Applicable             NAP     $6,530,008     $2,052,884     $4,477,124           1.87
     8         23         12     Trailing 12         $3,099,861     $5,362,118     $2,100,724     $3,261,395           1.36
     8         24         12     TTM                 $2,672,736     $5,233,100     $1,996,971     $3,236,129           1.49
     8         25          6     Annualized          $4,072,570     $6,543,963     $3,100,197     $3,443,766           2.02
               26         12     TTM                 $2,719,519     $6,357,640     $3,559,013     $2,798,627           1.28
     8         27         12     TTM                 $1,908,444     $4,169,957     $1,686,287     $2,483,670           1.22
               28          6     Annualized          $3,230,997     $5,063,111     $2,081,802     $2,981,309           1.32
               29         12     TTM                 $4,135,498    $18,928,951    $14,835,077     $4,093,874           2.35
     9         30         12     Trailing 12         $1,199,887     $3,029,313     $1,206,112     $1,823,201           1.39
     8         31         12     Trailing 12         $1,561,826     $2,613,753       $650,245     $1,963,508           1.35
               32        NAP     Not Applicable             NAP     $2,550,075       $442,049     $2,108,026           1.37
               33        NAP     Not Applicable             NAP     $2,220,160        $66,605     $2,153,555           1.57
               34         12     TTM                 $2,060,578     $4,051,611     $1,889,467     $2,162,144           1.50
----------------------------------------------------------------------------------------------------------------------------
               35         12     TTM                 $1,941,466     $3,155,514     $1,076,167     $2,079,347           1.54
              35.01       12     TTM                 $1,144,646     $1,829,811       $656,350     $1,173,461
              35.02       12     TTM                   $796,820     $1,325,703       $419,817       $905,886
----------------------------------------------------------------------------------------------------------------------------
     8         36         12     TTM                 $2,234,919     $5,410,741     $2,391,622     $3,019,119           2.08
               37        NAP     Not Applicable             NAP     $2,433,352       $649,092     $1,784,260           1.37
     8         38         12     TTM                 $3,499,396     $6,202,356     $2,794,518     $3,407,838           2.60
               39        NAP     Not Applicable             NAP     $2,228,686       $532,285     $1,696,401           1.45
    10         40         12     TTM                 $1,991,028     $9,117,773     $7,048,012     $2,069,761           1.45
               41         12     TTM                   $865,779     $2,131,752       $540,361     $1,591,391           1.24
               42          6     Annualized          $1,528,716     $2,101,773       $562,324     $1,539,449           1.36
               43        NAP     Not Applicable             NAP     $4,182,905     $1,783,199     $2,399,706           2.03
               44         12     TTM                 $1,631,988     $3,217,535     $1,241,852     $1,975,683           1.86
   6, 8        45         12     Trailing 12         $1,441,249     $2,514,863       $822,519     $1,692,344           1.67
               46         12     TTM                 $1,355,324     $2,263,251       $765,306     $1,497,945           1.44
----------------------------------------------------------------------------------------------------------------------------
               47          3     Annualized          $1,799,613     $2,066,740       $472,337     $1,594,403           1.60
              47.01       12     Trailing 12           $987,534     $1,134,119       $259,194       $874,925
              47.02       12     Trailing 12           $495,685       $569,262       $130,100       $439,162
              47.03       12     Trailing 12           $316,394       $363,359        $83,043       $280,316
----------------------------------------------------------------------------------------------------------------------------
               48         12     TTM                 $1,940,416     $3,336,631     $1,472,674     $1,863,957           1.88
               49         12     TTM                 $1,157,874     $2,787,700     $1,000,543     $1,787,157           1.68
               50         12     TTM                 $1,843,483     $8,283,678     $6,381,352     $1,902,326           1.65
               51        NAP     Not Applicable             NAP     $1,735,824       $383,271     $1,352,553           1.38
----------------------------------------------------------------------------------------------------------------------------
               52         12     TTM                   $992,178     $2,281,637       $902,794     $1,378,843           1.35
              52.01       12     TTM                   $477,202     $1,518,179       $614,061       $904,118
              52.02       12     TTM                   $514,976       $763,458       $288,733       $474,725
----------------------------------------------------------------------------------------------------------------------------
               53        NAP     Not Applicable             NAP     $2,505,199     $1,023,716     $1,481,483           1.48
               54         12     TTM                   $441,578     $1,643,911       $341,066     $1,302,845           1.39
               55         12     Trailing 12         $1,451,736     $1,530,592       $223,716     $1,306,877           1.41
               56        NAP     Not Applicable             NAP     $2,283,950       $742,490     $1,541,460           1.60
               57         12     Trailing 12         $1,181,625     $2,550,925     $1,255,092     $1,295,833           1.54
               58        NAP     Not Applicable             NAP     $1,428,097       $239,568     $1,188,529           1.34
               59         12     TTM                 $1,224,631     $1,771,483       $537,144     $1,234,339           1.50
               60         12     Trailing 12           $745,103     $2,191,482       $806,665     $1,384,817           1.72
    11         61         12     Trailing 12         $1,080,792     $1,706,956       $494,582     $1,212,374           1.57
     8         62         12     Trailing 12           $842,142     $1,572,490       $505,876     $1,066,614           1.72
               63         12     Trailing 12           $878,877     $1,222,901       $171,580     $1,051,321           1.39
     9         64        NAP     Not Applicable             NAP     $1,494,173       $297,255     $1,196,918           1.91
               65         12     Trailing 12           $915,514     $1,815,734       $855,110       $960,624           1.39
               66         12     TTM                 $1,035,365     $1,399,102       $431,350       $967,752           1.41
----------------------------------------------------------------------------------------------------------------------------
     8         67                                                   $1,331,320       $451,909       $879,411           1.39
              67.01      NAP     Not Applicable             NAP       $848,031       $252,620       $595,411
              67.02      NAP     Not Applicable             NAP       $483,289       $199,289       $284,000
----------------------------------------------------------------------------------------------------------------------------
     9         68        NAP     Not Applicable             NAP     $1,292,826       $393,128       $899,698           1.38
               69        NAP     Not Applicable             NAP     $1,858,130       $831,135     $1,026,995           1.56
               70        NAP     Not Applicable             NAP     $3,501,184     $2,172,100     $1,329,084           1.92
               71        NAP     Not Applicable             NAP     $1,370,307       $452,185       $918,122           1.44
               72        NAP     Not Applicable             NAP     $1,407,524       $408,502       $999,022           2.16
               73        NAP     Not Applicable             NAP     $1,089,142       $340,562       $748,580           1.30
               74         12     TTM                 $1,120,453     $2,474,705     $1,359,336     $1,115,369           1.66
               75         12     Trailing 12           $770,895     $1,073,281       $250,911       $822,369           1.32
     8         76         12     TTM                   $930,887     $1,138,324       $200,979       $937,345           1.53
               77        NAP     Not Applicable             NAP     $1,080,766       $240,468       $840,298           1.48
               78         12     Trailing 12         $1,140,609     $1,411,430       $525,819       $885,611           2.09
               79        NAP     Not Applicable             NAP     $1,386,289       $489,734       $896,556           1.63
               80        NAP     Not Applicable             NAP     $1,148,351       $272,776       $875,575           1.53
    11         81          8     Annualized            $832,000       $967,620       $205,365       $762,255           1.50
               82          4     Annualized            $604,500     $1,493,183       $722,452       $770,731           1.43
               83        NAP     Not Applicable             NAP       $768,299       $166,265       $602,034           1.21
               84         12     Trailing 12           $901,754     $1,672,241       $788,562       $883,679           2.47
               85        NAP     Not Applicable             NAP       $960,267       $170,127       $790,140           1.57
               86         12     Trailing 12           $811,933     $1,182,956       $401,230       $781,726           1.98
               87          6     Annualized            $694,994     $1,344,115       $560,645       $783,470           1.64
               88        NAP     Not Applicable             NAP       $945,486       $269,250       $676,236           1.48
               89         12     Trailing 12           $702,379       $994,886       $332,891       $661,995           1.48
               90        NAP     Not Applicable             NAP       $851,988       $259,886       $592,102           1.29
               91         12     Trailing 12           $629,952     $1,522,831       $704,976       $817,855           1.81
               92        NAP     Not Applicable             NAP       $777,471       $185,348       $592,123           1.22
               93          8     Annualized            $566,581       $803,236       $213,244       $589,992           1.37
               94         12     TTM                   $582,914       $873,649       $261,927       $611,722           1.40
     8         95          7     Annualized            $719,668     $1,297,296       $552,945       $744,351           1.78
               96        NAP     Not Applicable             NAP       $806,558       $253,816       $552,742           1.37
               97         12     TTM                   $565,622     $1,107,385       $365,980       $741,405           1.78
               98        NAP     Not Applicable             NAP       $728,427       $165,355       $563,072           1.44
               99         12     Trailing 12           $587,649       $861,336       $313,562       $547,774           1.34
               100        12     TTM                   $589,414       $959,485       $247,956       $711,529           1.79
               101        12     TTM                   $586,201     $1,217,129       $672,952       $544,177           1.37
     8         102       NAP     Not Applicable             NAP       $688,765       $139,647       $549,118           1.49
               103        12     Trailing 12           $774,950       $968,463       $271,638       $696,825           1.90
               104        12     Trailing 12           $802,543       $964,113       $196,049       $768,065           1.50
               105        12     Trailing 12           $630,257       $641,736       $103,336       $538,399           1.63
               106         9     Annualized            $472,151       $983,101       $320,649       $662,452           1.90
               107       NAP     Not Applicable             NAP       $552,939        $85,884       $467,055           1.39
               108        12     Trailing 12           $561,187       $731,944       $246,817       $485,127           1.51
               109        12     TTM                   $471,105       $622,664       $130,688       $491,976           1.52
   9, 12       110       NAP     Not Applicable             NAP       $534,329       $123,815       $410,514           1.61
               111        12     Trailing 12           $507,477       $854,618       $359,627       $494,991           1.50
               112       NAP     Not Applicable             NAP       $649,854       $124,766       $525,088           1.58
               113       NAP     Not Applicable             NAP       $726,739       $218,544       $508,195           1.63
               114       NAP     Not Applicable             NAP       $621,257       $163,315       $457,942           1.60
               115         9     Annualized            $504,218       $957,970       $493,053       $464,917           1.73
               116       NAP     Not Applicable             NAP       $761,736       $261,769       $499,967           1.79
    11         117         8     Annualized            $404,800       $461,416        $85,884       $375,532           1.43
               118       NAP     Not Applicable             NAP       $510,969       $129,860       $381,109           1.43
               119       NAP     Not Applicable             NAP       $612,792       $138,637       $474,155           2.00
               120        12     Trailing 12           $239,887       $609,228       $205,378       $403,850           1.94
    11         121        12     Trailing 12           $375,498       $454,788        $70,041       $384,746           1.56
               122       NAP     Not Applicable             NAP       $710,369       $253,332       $457,037           1.84
               123        12     Trailing 12           $402,031       $496,237       $157,501       $338,736           1.46
               124        12     Trailing 12           $498,313       $794,660       $301,891       $492,769           2.14
               125       NAP     Not Applicable             NAP       $425,000        $12,750       $412,250           1.71
               126        12     Trailing 12           $355,567       $494,372       $158,053       $336,319           1.62
               127       NAP     Not Applicable             NAP       $424,320        $82,334       $341,986           1.58
----------------------------------------------------------------------------------------------------------------------------
               128        12     TTM                   $224,270       $376,900       $130,645       $246,255           1.21
             128.01       12     TTM                   $141,271       $208,937        $77,447       $131,490
             128.02       12     TTM                    $82,999       $167,963        $53,198       $114,765
----------------------------------------------------------------------------------------------------------------------------
               129       NAP     Not Applicable             NAP       $374,906        $56,986       $317,920           1.53
               130        12     Trailing 12           $463,924       $543,172       $111,144       $432,028           1.60
               131        12     TTM                   $288,160       $542,778       $203,850       $338,928           1.60
    11         132       NAP     Not Applicable             NAP       $313,671        $46,776       $266,895           1.49
               133       NAP     Not Applicable             NAP       $301,741        $70,664       $231,077           1.26
               134       NAP     Not Applicable             NAP       $388,885       $110,817       $278,068           1.45
               135       NAP     Not Applicable             NAP       $343,660        $63,462       $280,197           1.65
               136       NAP     Not Applicable             NAP       $372,904        $73,425       $299,479           1.78
               137       NAP     Not Applicable             NAP       $365,184        $93,186       $271,998           1.80
               138        12     TTM                   $147,350       $304,321       $121,670       $182,651           1.30
               139       NAP     Not Applicable             NAP       $211,923         $4,238       $207,685           1.37
               140       NAP     Not Applicable             NAP       $252,362        $81,083       $171,279           1.30
               141       NAP     Not Applicable             NAP       $217,155        $45,575       $171,580           1.62
               142       NAP     Not Applicable             NAP       $167,640        $32,799       $134,841           1.72
               143       NAP     Not Applicable             NAP       $171,274        $29,805       $141,469           1.74


                        UNDERWRITTEN                                                                   ONGOING        ONGOING
            CONTROL     REPLACEMENT      UNDERWRITTEN   UNDERWRITTEN      UNDERWRITTEN   UNDERWRITTEN  RE TAX        INSURANCE
 FOOTNOTE   NUMBER        RESERVE        TI/LC RESERVE  OTHER RESERVE          NCF         NCF DSCR    RESERVE        RESERVE
--------------------------------------------------------------------------------------------------------------------------------

     2          1             $98,741        $412,094             $0       $27,320,820        1.88           $0             $0
   3, 4         2             $68,458        $459,050             $0       $41,156,000        1.68           $0             $0
                3            $185,478        $821,654             $0       $20,469,980        1.29     $329,700        $44,182
                4            $259,904      $1,735,004             $0       $23,478,993        2.16           $0             $0
                5            $175,341      $1,249,486             $0       $18,050,948        1.95     $158,932        $12,141
   5, 13        6             $72,182        $386,172             $0       $14,713,125        1.70           $0             $0
                7          $3,344,699              $0             $0       $20,351,720        2.93           $0             $0
                8             $24,664        $217,623             $0       $10,208,846        1.25      $35,631        $15,946
     8          9             $32,104        $283,730             $0        $9,268,784        1.34      $54,802        $26,892
-------------------------------------------------------------------------------------------------------------------------------
               10            $229,622              $0             $0        $8,846,123        1.37      $75,666        $43,737
              10.01           $47,294              $0             $0        $2,288,834
              10.02           $28,248              $0             $0        $1,084,692
              10.03           $28,248              $0             $0        $1,103,974
              10.04           $23,112              $0             $0          $934,673
              10.05           $20,544              $0             $0          $848,211
              10.06           $20,544              $0             $0          $771,185
              10.07           $20,544              $0             $0          $782,647
              10.08           $17,976              $0             $0          $530,254
              10.09           $23,112              $0             $0          $501,653
-------------------------------------------------------------------------------------------------------------------------------
               11            $168,661        $884,272      -$540,000       $11,159,592        1.87     $180,371        $15,739
               12             $64,991        $437,735      -$200,000        $7,401,027        1.26      $95,000        $16,000
     6         13          $1,717,299              $0             $0       $12,448,520        2.11     $240,075        $21,448
   4, 8        14             $81,661        $366,251             $0       $11,327,204        1.35           $0             $0
               15             $95,297        $411,991             $0        $6,300,009        1.42     $166,267        $18,891
               16            $100,463        $246,963             $0        $5,665,497        1.20     $133,473        $15,707
     8         17             $44,990        $228,975      -$100,000        $5,792,416        1.74           $1             $1
     7         18             $37,970        $111,044             $0        $4,686,763        1.28           $0             $0
-------------------------------------------------------------------------------------------------------------------------------
               19             $86,929        $353,533             $0        $4,859,586        1.29      $30,803         $5,976
              19.01           $29,578        $140,303             $0        $2,049,177
              19.02           $24,900         $95,298             $0        $1,584,244
              19.03           $32,451        $117,932             $0        $1,226,165
-------------------------------------------------------------------------------------------------------------------------------
               20            $128,205        $380,191             $0        $5,587,132        1.86      $53,779         $6,835
               21            $719,647              $0             $0        $4,368,148        1.66      $67,177        $15,196
               22             $46,160        $201,433             $0        $4,229,531        1.77      $31,516         $3,432
     8         23             $72,395        $164,526             $0        $3,024,474        1.26       $6,254         $6,776
     8         24             $44,883        $182,866      -$150,000        $3,158,380        1.46           $1             $1
     8         25             $43,414        $400,000             $0        $3,000,352        1.76      $33,426         $7,002
               26             $87,838        $258,002             $0        $2,452,787        1.12      $89,997        $11,377
     8         27             $25,520              $0             $0        $2,458,150        1.21      $53,454         $3,429
               28             $24,479        $279,059             $0        $2,677,771        1.19      $45,529         $4,047
               29            $757,158              $0             $0        $3,336,716        1.91           $0             $0
     9         30             $86,000              $0             $0        $1,737,201        1.32      $19,733         $7,857
     8         31              $7,589        $102,352             $0        $1,853,567        1.28      $22,975         $1,495
               32             $27,644        $138,035             $0        $1,942,347        1.26      $16,100         $4,600
               33             $71,908        $164,121             $0        $1,917,526        1.40      $24,708           $880
               34             $45,150        $208,834       -$35,000        $1,943,160        1.35      $36,640         $4,871
-------------------------------------------------------------------------------------------------------------------------------
               35             $39,534        $102,253             $0        $1,937,560        1.44      $50,700         $6,200
              35.01           $18,927         $58,687             $0        $1,095,847
              35.02           $20,607         $43,566             $0          $841,713
-------------------------------------------------------------------------------------------------------------------------------
     8         36             $67,418        $251,020             $0        $2,700,681        1.86      $32,474         $8,510
               37              $9,528         $45,908             $0        $1,728,824        1.33       $9,913         $1,420
     8         38             $95,445        $281,272       -$75,000        $3,106,121        2.37      $62,413        $10,919
               39              $8,268         $39,148             $0        $1,648,985        1.41       $7,467         $1,170
    10         40            $364,711              $0             $0        $1,705,050        1.20      $33,483             $0
               41             $13,762         $62,792             $0        $1,514,837        1.18      $13,494         $1,204
               42             $10,518        $101,451             $0        $1,427,480        1.26      $11,016         $3,047
               43             $32,809        $118,279      -$100,000        $2,348,618        1.99      $44,590         $2,834
               44             $31,881        $157,451       -$50,000        $1,836,351        1.73      $14,002         $9,250
   6, 8        45              $7,689         $68,209             $0        $1,616,446        1.60       $5,783         $4,302
               46             $38,290         $96,943             $0        $1,362,712        1.31      $33,000             $0
-------------------------------------------------------------------------------------------------------------------------------
               47             $31,262         $85,901             $0        $1,477,240        1.48      $23,051         $3,208
              47.01           $17,155         $47,138             $0          $810,632
              47.02            $8,611         $23,661             $0          $406,890
              47.03            $5,496         $15,102             $0          $259,717
-------------------------------------------------------------------------------------------------------------------------------
               48            $142,000              $0             $0        $1,721,957        1.73      $22,340         $8,258
               49             $32,012        $194,831      -$100,000        $1,660,314        1.56      $23,885         $4,935
               50            $331,347              $0             $0        $1,570,979        1.36      $42,671        $14,458
               51              $8,400         $39,790             $0        $1,304,363        1.33      $18,144         $1,000
-------------------------------------------------------------------------------------------------------------------------------
               52             $26,772        $120,837             $0        $1,231,234        1.20      $16,462         $3,430
              52.01           $18,599         $78,592             $0          $806,927
              52.02            $8,173         $42,245             $0          $424,307
-------------------------------------------------------------------------------------------------------------------------------
               53             $16,662        $103,462       -$20,000        $1,381,359        1.38      $31,000         $1,600
               54              $5,611         $33,095             $0        $1,264,139        1.34      $26,243         $5,909
               55             $21,981         $67,724             $0        $1,217,172        1.32       $6,934         $2,562
               56             $60,291        $122,378             $0        $1,358,791        1.41      $43,400         $4,900
               57             $40,780        $101,866             $0        $1,153,187        1.37      $16,894         $4,330
               58              $2,304         $35,122             $0        $1,151,103        1.30         $869           $932
               59             $17,487         $78,108             $0        $1,138,744        1.38      $17,060         $1,310
               60             $19,249        $182,443             $0        $1,183,125        1.47      $16,826         $1,188
    11         61             $29,918         $92,022             $0        $1,090,434        1.41       $9,013         $1,735
     8         62             $20,729         $59,399             $0          $986,486        1.59      $13,204         $2,447
               63              $7,607         $47,596             $0          $996,118        1.32       $2,742           $772
     9         64             $13,077         $43,869             $0        $1,139,973        1.82       $9,090         $1,838
               65             $48,500              $0             $0          $912,124        1.32      $12,986             $0
               66             $11,927         $44,162             $0          $911,663        1.33       $4,996         $3,627
-------------------------------------------------------------------------------------------------------------------------------
     8         67             $17,753         $52,969             $0          $808,689        1.27      $10,200         $1,900
              67.01           $11,912         $38,611             $0          $544,888
              67.02            $5,841         $14,358             $0          $263,801
-------------------------------------------------------------------------------------------------------------------------------
     9         68              $4,420         $55,904             $0          $839,374        1.29      $18,417         $1,289
               69             $24,116         $95,172      -$100,000        $1,007,707        1.53      $19,270         $6,286
               70            $140,047              $0             $0        $1,189,037        1.71           $0             $0
               71              $7,181         $80,332             $0          $830,609        1.30       $5,977           $725
               72              $7,860         $70,737             $0          $920,425        1.95       $3,639         $1,042
               73              $3,150         $13,642        -$7,500          $739,288        1.28       $5,700           $458
               74             $98,988              $0             $0        $1,016,381        1.52       $6,249         $4,950
               75              $7,546         $35,051             $0          $779,773        1.25       $4,124           $884
     8         76              $6,786         $39,131       -$45,000          $936,428        1.53       $3,845         $1,196
               77              $8,424         $71,103             $0          $760,771        1.34       $9,042         $1,330
               78             $20,215         $93,406             $0          $771,990        1.82       $9,871         $1,724
               79              $8,646         $26,486             $0          $861,424        1.57      $26,011             $0
               80             $16,297         $26,513        -$5,303          $838,068        1.46      $23,573             $0
    11         81             $18,304         $33,432             $0          $710,519        1.40       $9,166           $653
               82             $18,161         $62,706             $0          $689,864        1.28      $12,649         $2,927
               83              $6,089          $7,656             $0          $588,289        1.18       $8,045           $700
               84             $26,576        $120,124             $0          $736,979        2.06       $9,595         $1,621
               85              $8,330         $46,203             $0          $735,606        1.46       $4,400         $1,010
               86             $10,294         $76,859             $0          $694,573        1.76      $20,372             $0
               87             $35,657         $80,823             $0          $666,990        1.39       $9,815         $2,279
               88              $3,000         $41,935             $0          $631,301        1.30      $12,500           $836
               89              $5,354         $28,043             $0          $628,598        1.41           $0             $0
               90              $4,268         $15,210             $0          $572,624        1.25       $9,871         $1,531
               91             $12,750        $103,064             $0          $702,041        1.56       $6,822         $1,743
               92              $4,556          $6,236             $0          $581,331        1.20      $10,031         $1,359
               93              $5,952         $16,443             $0          $567,597        1.31       $7,764         $1,227
               94             $13,053         $11,605             $0          $587,064        1.35      $11,488             $0
     8         95             $12,493        $108,688             $0          $623,170        1.49      $18,081           $909
               96              $5,783         $11,477             $0          $535,482        1.33       $3,905         $1,309
               97              $8,011         $43,975             $0          $689,419        1.65       $8,909         $6,156
               98              $5,798         $33,222             $0          $524,052        1.34       $6,858           $947
               99              $3,079         $38,174             $0          $506,521        1.24       $3,386         $1,225
               100            $19,680         $68,216       -$16,500          $640,133        1.61       $6,408         $2,153
               101            $13,799         $56,077       -$20,000          $494,301        1.24      $17,568         $1,959
     8         102             $5,959         $31,173             $0          $511,986        1.39       $4,945         $1,345
               103            $17,097         $54,139             $0          $625,589        1.70           $0         $1,711
               104            $12,173         $43,194             $0          $712,697        1.39       $6,957           $685
               105             $4,638         $23,663             $0          $510,099        1.54           $0         $1,908
               106             $6,165         $86,497             $0          $569,790        1.64           $0             $0
               107             $3,859         $10,630             $0          $452,566        1.34       $3,149           $419
               108             $4,231         $20,125             $0          $460,771        1.44           $0             $0
               109             $5,469         $17,120             $0          $469,387        1.45       $8,540         $1,845
   9, 12       110             $2,321         $13,403             $0          $394,790        1.55       $2,695           $833
               111             $8,958         $55,988             $0          $430,045        1.30       $8,303           $727
               112             $6,284         $26,715        -$4,046          $496,135        1.49       $5,904             $0
               113             $5,120         $15,333             $0          $487,742        1.56       $2,753         $1,147
               114             $6,567         $16,552             $0          $434,823        1.52       $2,117         $1,973
               115            $19,602         $59,590             $0          $385,725        1.44       $7,788         $1,427
               116             $8,320         $31,858             $0          $459,789        1.64       $4,507         $1,796
    11         117             $7,721         $16,985             $0          $350,825        1.33       $2,661           $291
               118             $4,485         $14,965             $0          $361,659        1.35       $3,633           $673
               119             $8,412         $28,776             $0          $436,967        1.84       $3,335           $635
               120             $5,109         $36,017             $0          $362,724        1.74       $4,136           $457
    11         121             $5,100         $18,656             $0          $360,991        1.47       $1,167           $312
               122             $6,462         $28,807             $0          $421,768        1.70       $4,869           $314
               123             $3,325         $13,835             $0          $321,576        1.39           $0             $0
               124            $11,293         $44,658             $0          $436,818        1.90           $0         $2,415
               125             $2,243              $0             $0          $410,007        1.70           $0             $0
               126             $3,845         $22,988             $0          $309,487        1.49       $2,011         $1,468
               127             $4,081         $13,647        -$2,652          $326,910        1.51       $3,898             $0
-------------------------------------------------------------------------------------------------------------------------------
               128             $6,400              $0             $0          $239,855        1.18       $4,181         $1,120
             128.01            $3,150              $0             $0          $128,340
             128.02            $3,250              $0             $0          $111,515
-------------------------------------------------------------------------------------------------------------------------------
               129             $3,876         $16,934             $0          $297,110        1.43       $1,138           $396
               130            $10,693              $0             $0          $421,335        1.56           $0             $0
               131             $5,800              $0             $0          $333,128        1.57       $3,603         $2,160
    11         132             $2,620         $12,437             $0          $251,837        1.41         $750           $232
               133             $1,256          $7,519             $0          $222,303        1.21       $2,163             $0
               134             $4,492         $10,505             $0          $263,071        1.38       $3,154         $1,294
               135             $3,707         $18,867             $0          $257,624        1.52       $1,719         $1,036
               136             $1,920          $8,403             $0          $289,156        1.71       $2,521           $657
               137             $2,903         $16,066             $0          $253,029        1.68       $3,406           $595
               138            $10,000              $0             $0          $172,651        1.23       $1,645           $919
               139             $1,636              $0             $0          $206,049        1.36           $0             $0
               140             $5,000              $0             $0          $166,279        1.27           $0           $383
               141             $1,934          $5,353             $0          $164,293        1.55       $1,669             $0
               142             $3,594          $3,495             $0          $127,752        1.63           $0             $0
               143             $1,569          $8,552        -$1,047          $132,395        1.63         $885             $0


                                                                                   UPFRONT
                          UPFRONT         ONGOING        UPFRONT     ONGOING       DEFERRED
            CONTROL     REPLACEMENT     REPLACEMENT       TI/LC       TI/LC      MAINTENANCE
 FOOTNOTE   NUMBER        RESERVE         RESERVE        RESERVE     RESERVE       RESERVE
---------------------------------------------------------------------------------------------

     2          1                $0             $0          $0          $0               $0
   3, 4         2                $0             $0          $0          $0               $0
                3           $15,457        $15,457     $61,826     $61,826               $0
                4                $0             $0          $0          $0       $1,122,000
                5                $0             $0          $0          $0               $0
   5, 13        6                $0             $0          $0          $0               $0
                7                $0             $0          $0          $0               $0
                8            $2,055         $2,055      $6,851      $6,851           $5,500
     8          9                $0         $2,925      $7,156      $7,156           $6,900
--------------------------------------------------------------------------------------------
               10        $1,073,000        $19,135          $0          $0       $1,025,125
              10.01
              10.02
              10.03
              10.04
              10.05
              10.06
              10.07
              10.08
              10.09
--------------------------------------------------------------------------------------------
               11        $2,061,700        $14,055  $5,400,000          $0               $0
               12           $10,832         $5,416     $25,000     $12,500               $0
     6         13                $0             $0          $0          $0               $0
   4, 8        14          $776,368         $5,583  $3,626,937          $0               $0
               15            $7,940         $7,940  $1,300,000     $50,000          $11,875
               16                $0         $8,368    $537,429     $41,841         $988,125
     8         17           $50,000             $0  $2,000,000          $0         $371,655
     7         18                $0         $3,235          $0      $8,620               $0
--------------------------------------------------------------------------------------------
               19          $383,751         $7,391          $0     $36,953               $0
              19.01
              19.02
              19.03
--------------------------------------------------------------------------------------------
               20            $8,903         $8,903     $25,000     $25,000       $1,245,000
               21                $0        $74,963          $0          $0               $0
               22                $0             $0  $8,947,005          $0               $0
     8         23            $6,028         $6,028          $0          $0         $181,606
     8         24                $0             $0  $1,885,500          $0         $250,000
     8         25            $3,618         $3,618     $33,333     $33,333       $4,500,000
               26            $7,320         $7,320  $1,711,449     $27,449          $17,375
     8         27           $99,954         $2,127  $3,000,000          $0             $275
               28            $2,040         $2,040     $20,833     $20,833               $0
               29                $0             $0          $0          $0         $138,600
     9         30           $86,000             $0          $0          $0         $218,750
     8         31              $632           $632          $0          $0           $1,500
               32                $0         $2,189  $1,381,418     $14,530               $0
               33                $0         $2,996          $0      $5,417               $0
               34           $68,793         $3,583    $466,622     $17,917               $0
--------------------------------------------------------------------------------------------
               35          $200,000         $3,820    $250,000      $8,051               $0
              35.01
              35.02
--------------------------------------------------------------------------------------------
     8         36                $0         $5,618  $2,027,840     $35,114         $101,250
               37              $595           $595          $0     $12,873           $9,780
     8         38                $0         $5,963    $750,000     $31,385         $270,588
               39              $709           $709          $0     $11,132          $24,938
    10         40                $0        $32,507          $0          $0               $0
               41            $2,382         $1,191     $14,888      $7,444          $10,388
               42              $877           $877     $12,500     $12,500         $243,750
               43                $0         $4,375  $1,000,000     $58,782               $0
               44            $2,651         $2,651    $568,952     $15,904       $1,586,277
   6, 8        45              $641           $641      $5,339      $5,339               $0
               46            $3,191         $3,191     $10,636     $10,636               $0
--------------------------------------------------------------------------------------------
               47            $2,605         $2,605      $3,333      $3,333          $65,625
              47.01
              47.02
              47.03
--------------------------------------------------------------------------------------------
               48                $0        $13,585          $0          $0         $156,625
               49                $0         $2,934  $1,000,000          $0          $12,500
               50                $0        $27,612          $0          $0               $0
               51              $700           $700      $2,333      $2,333               $0
--------------------------------------------------------------------------------------------
               52            $2,231         $2,231      $9,140      $9,140               $0
              52.01
              52.02
--------------------------------------------------------------------------------------------
               53            $1,736         $1,736    $200,000      $6,942         $623,000
               54              $465         $1,138    $120,125      $1,684               $0
               55            $1,932         $1,832          $0          $0               $0
               56           $21,225         $4,583          $0     $11,558               $0
               57            $1,942         $1,942      $6,250      $6,250           $8,750
               58              $384           $192    $181,572      $3,286               $0
               59                $0         $1,457          $0      $6,509               $0
               60            $1,684         $1,684    $302,371      $6,250          $15,375
    11         61            $2,493         $2,493      $2,917      $2,917         $140,000
     8         62            $1,729         $1,729          $0          $0          $94,750
               63              $792           $792          $0          $0               $0
     9         64            $1,078         $1,078      $3,333      $3,333          $68,000
               65           $54,042         $4,042          $0          $0          $70,000
               66                $0           $994          $0      $2,319               $0
--------------------------------------------------------------------------------------------
     8         67            $1,900         $1,900    $180,875      $7,400          $28,375
              67.01
              67.02
--------------------------------------------------------------------------------------------
     9         68                $0             $0          $0      $3,333               $0
               69                $0         $2,010  $1,000,000          $0          $49,125
               70                $1             $0          $0          $0               $0
               71              $598           $598      $4,116      $4,116               $0
               72              $655           $655      $5,000      $5,000               $0
               73                $0             $0    $210,243      $1,250               $0
               74            $5,512         $2,756          $0          $0               $0
               75              $629           $629      $4,167      $4,167               $0
     8         76                $0           $560    $450,000          $0               $0
               77              $702           $702      $5,667      $5,667               $0
               78            $1,743         $1,743          $0          $0               $0
               79              $721           $721          $0          $0               $0
               80           $16,297             $0     $53,026          $0               $0
    11         81            $1,525         $1,525    $225,000          $0               $0
               82            $1,513         $1,513      $2,813      $2,813          $46,875
               83                $0           $507          $0      $1,184               $0
               84            $2,215         $2,215      $8,333      $8,333          $10,250
               85              $694           $694          $0          $0               $0
               86            $1,087         $1,087      $4,167      $4,167          $27,040
               87            $2,971         $2,971     $40,000          $0         $179,500
               88                $0             $0          $0      $2,083               $0
               89                $0             $0    $150,000          $0               $0
               90                $0           $356          $0      $1,186           $5,055
               91            $1,667         $1,667    $400,000          $0         $276,472
               92                $0           $496          $0          $0               $0
               93            $1,121           $561      $4,134      $2,067          $10,248
               94            $4,351         $2,176          $0          $0               $0
     8         95                $0             $0      $4,167      $4,167               $0
               96              $482           $482      $1,250      $1,250               $0
               97                $0           $639    $200,000      $1,500               $0
               98              $483           $483      $2,416      $2,416               $0
               99           $40,945           $257      $3,833      $3,833           $7,500
               100               $0         $1,569    $165,000      $3,137         $103,313
               101               $0         $1,150    $426,000          $0           $3,125
     8         102             $497           $497          $0          $0          $21,488
               103          $14,901             $0     $62,000          $0               $0
               104           $1,014         $1,014    $400,000          $0          $28,750
               105             $386           $386          $0          $0               $0
               106               $0             $0    $250,000          $0               $0
               107             $644           $322      $2,912      $1,456               $0
               108               $0             $0    $120,000          $0               $0
               109           $5,469           $456          $0      $1,250               $0
   9, 12       110               $0             $0     $93,227      $1,667               $0
               111             $747           $747    $300,000          $0          $50,775
               112           $7,855             $0     $40,463          $0               $0
               113               $0           $711     $50,000      $2,500           $2,125
               114             $547           $547          $0          $0               $0
               115           $1,634         $1,634    $100,000          $0          $19,375
               116           $2,600           $867          $0      $2,827               $0
    11         117             $643           $643    $126,000          $0               $0
               118             $747           $374      $3,131      $1,566               $0
               119         $100,000           $657    $120,575      $3,333               $0
               120             $426           $426     $40,000      $1,667          $62,500
    11         121             $425           $425          $0          $0               $0
               122               $0           $539          $0      $2,917               $0
               123               $0             $0    $120,000          $0               $0
               124           $7,688             $0     $45,000          $0               $0
               125               $0             $0          $0          $0               $0
               126             $322           $322      $1,500      $1,500          $85,750
               127           $5,101             $0     $26,522          $0               $0
--------------------------------------------------------------------------------------------
               128          $27,939             $0          $0          $0           $9,830
             128.01
             128.02
--------------------------------------------------------------------------------------------
               129             $317           $317        $667        $667               $0
               130               $0             $0          $0          $0               $0
               131               $0         $1,916          $0          $0             $844
    11         132             $218           $218          $0          $0               $0
               133           $2,543             $0          $0          $0               $0
               134             $874           $437      $2,652      $1,326               $0
               135             $206           $206      $1,000      $1,000               $0
               136               $0           $160     $50,000        $833           $1,250
               137               $0           $242     $35,000      $1,754               $0
               138               $0           $833          $0          $0               $0
               139               $0             $0          $0          $0               $0
               140           $5,000             $0          $0          $0               $0
               141           $2,418             $0      $1,092      $1,092               $0
               142               $0           $516          $0        $899          $11,250
               143           $1,961             $0     $10,465        $294               $0



            CONTROL                                                                                             RELATED
 FOOTNOTE   NUMBER    BORROWER NAME                                                                             SPONSOR
-----------------------------------------------------------------------------------------------------------------------------

     2          1     NS Mall Property LP                                                                         R-01
   3, 4         2     Grand Canal Shops II, LLC                                                                   R-01
                3     1440 Partners, LLC
                4     Crescent TC Investors, L.P.
                5     498 Seventh, LLC
   5, 13        6     MSM Property L.L.C.                                                                         R-01
                7     The Kierland Resort Company, LLC
                8     The Shops at Wailea, LP                                                                     R-02
     8          9     Waikiki Galleria Tower, LP; GPF Waikiki Galleria, LLC;                                      R-02
                      Waikiki Galleria Tower Manager, LLC
---------------------------------------------------------------------------------------------------------------------------
               10     Cape Place (DE), LLC; Clemson Place (DE), LLC; Jacksonville Place (DE), LLC; Macon
                      Place (DE), LLC; Martin Place (DE), LLC; Murray Place (DE), LLC;
                      River Place (DE), LLC; Clayton Place (DE), LLC; Troy Place (DE), LLC
              10.01
              10.02
              10.03
              10.04
              10.05
              10.06
              10.07
              10.08
              10.09
---------------------------------------------------------------------------------------------------------------------------
               11     PA-Market Street Limited Partnership
               12     2040 Main, LLC
     6         13     DCCA, LLC
   4, 8        14     NorLand 1370, LLC; 1370 Campus, LLC; Interstate 1370, LLC; Interbroad 1370, LLC;
                      Intervine 1370, LLC; 1370 Operating Lessee, LLC
               15     Commerce Place Associates, LLC
               16     SP San Antonio Partnership, L.P.
     8         17     Passco TVO-S, LLC; Passco TVO-H, LLC; Passco Diversified Fund II TVO, LLC; Various          R-03
                      Non-Passco TICs
     7         18     Mayfaire Retail, LLC
---------------------------------------------------------------------------------------------------------------------------
               19     Birtcher Anderson Investors, LLC
              19.01
              19.02
              19.03
---------------------------------------------------------------------------------------------------------------------------
               20     ADAC, L.P.
               21     Nashville Downtown Hotel, LLC
               22     3100 Partners, LLC
     8         23     Lake Arrowhead Village LLC, Lake Arrowhead Investors LLC, Lake Arrowhead L&S LLC,
                      Lake Arrowhead Laguna LLC and Lake Arrowhead Scardigli LLC
     8         24                                                                                                 R-03
     8         25     NNN One Financial Plaza 1, LLC, NNN One Financial Plaza 2, LLC, NNN One Financial
                      Plaza 3, LLC and GREIT - One Financial Plaza, LLC
               26     NJ Fee Owner LLC
     8         27     Behringer Harvard Colorado Building H, LLC; TIC Colorado Building 2, LLC; TIC Colorado      R-04
                      Building 3, LLC; TIC Colorado Building 4, LLC; TIC Colorado Building 5, LLC; TIC
                      Colorado Building 6, LLC; TIC Colorado Building 7, LLC; TIC Colorado Building 8, LLC;
                      TIC Colorado Building 10, LLC
               28     O'Hare Lake 2300-A, LLC
               29     GEM Lobos, LLC
     9         30     Groton Estates, LLC
     8         31     Moreno Valley Investors I, LLC, Moreno Valley Investors II, LLC and El Camino Tower II, LLC
               32     Irvine Technology Operating Company I LLC
               33     Stonewater UIS Funding, LLC
               34     Danbury Prime Property LLC
---------------------------------------------------------------------------------------------------------------------------
               35     Mills Dunhill Holdings Ltd.; Arapaho Dunhill Holdings, Ltd.
              35.01
              35.02
---------------------------------------------------------------------------------------------------------------------------
     8         36     Behringer Harvard St. Louis Place H, LLC; Behringer Harvard St. Louis Place S, LLC; TIC     R-04
                      St. Louis Place 1, LLC; TIC St. Louis Place 2, LLC; TIC St. Louis Place 3, LLC; TIC
                      St. Louis Place 4, LLC; TIC St. Louis Place 5, LLC; TIC St. Louis Place 6, LLC;
                      TIC St. Louis Place 7, LLC; TIC St. Louis Place 8, LLC; TIC St. Louis Place 9, LLC;
                      TIC St. Louis Place 10, LLC; TIC St. Louis Place 12; TIC St. Louis Place 13, LLC;
                      TIC St. Louis Place 14, LLC
               37     Mani Brothers Portofino Plaza, LLC                                                          R-05
     8         38     ARI - North Valley Tech Center, LLC and up to 34 additional Tenant In
                      Common Borrowers
               39     Mani Brothers Piazza del Sol, LLC                                                           R-05
    10         40     Canal Street Hotel, LLC
               41     Magnolia Village LLC
               42     Beverly Road LLC
               43     919 Congress Avenue LLC
               44     Seattle Landmark LLC
   6, 8        45     Kapolei Marketplace, LLC and Kapolei-57, LLC
               46     Acadia New Loudon, LLC
---------------------------------------------------------------------------------------------------------------------------
               47     LaPlace Indiana, LLC
              47.01
              47.02
              47.03
---------------------------------------------------------------------------------------------------------------------------
               48     YF Partners North Mountain LLC
               49     3111 S. Dixie Highway, LLC
               50     University Inn Property, LLC
               51     Waynechester Plaza, LLC
---------------------------------------------------------------------------------------------------------------------------
               52     Lin-Don Realty Associates, L.P. (EP); Mari Don Realty, LTD.
              52.01
              52.02
---------------------------------------------------------------------------------------------------------------------------
               53     Lexham Atlantic, LLC
               54     Encinitas Plaza, LLC
               55     University Drive Properties, LLC
               56     3100 Central Property, L.L.C.
               57     200 South Virginia Investments, LLC
               58     Fremont Moreno - Third Street L.P.
               59     Pleasant Valley Realty Limited Partnership
               60     25 MPR, LLC
    11         61     Village Realty, LLC                                                                         R-06
     8         62     Casas Adobes Plaza II, LLC and Casas Adobes Ventures II, LLC
               63     Letson Farms Associates, LLC                                                                R-11
     9         64     2055 Associates, L.L.C.
               65     Hollidaysburg Associates, L.P.
               66     Northfield Commons Associates, L.L.C
---------------------------------------------------------------------------------------------------------------------------
     8         67     14 Mamaroneck Avenue Reinvestment Associates, LLC; 1375 Kings Highway / 777
                      Commerce Drive, LLC
              67.01
              67.02
---------------------------------------------------------------------------------------------------------------------------
     9         68     auG FIVE, L.P.                                                                              R-08
               69     Brookwood Harbor Bay Investors, LLC
               70     Ocean Park Hotels - LLO, LLC
               71     Lichtin/Toringdon II, LLC
               72     Ten Docs, LLC
               73     South Lake Retail Investments, Ltd.
               74     440 Saratoga Partners LP
               75     Mandan Investment Group, LLC
     8         76     Eastwind Center 1; Eastwind Center 2; Eastwind Center 3; Eastwind Center 4;                 R-03
                      Eastwind Center 5; Eastwind Center 6; Eastwind Center 7; Eastwind Center 8;
                      Eastwind Center 9; Eastwind Center 10; Eastwind Center 11; Eastwind Center 12;
                      Eastwind Center 13; Passco
               77     Centra Point 8363 LLC                                                                       R-10
               78     Fox Beardslee Cove, L.L.C.
               79     CPRE-1 End Lakeline, L.P.
               80     Quail Vista, LLC                                                                            R-07
    11         81     Greenwood (Westwood) WMA, LLC                                                               R-06
               82     Northdale Plaza LLC
               83     Polaris Circuit City, LLC
               84     1701 Partners, L.P.
               85     Highland Crossing Partners, LLC
               86     Building B, L.L.C. and Building D, LLC
               87     Bayshore Center, LLC
               88     auG FIVE-A, L.P.                                                                            R-08
               89     Highlands Shopping Center LLC                                                               R-09
               90     Eagle Mountain Village, LLC
               91     River's Bend East Office Group & Technology Center I, L.L.C.
               92     Devon-Nagle, LLC
               93     Laguna Plaza 1 LLC
               94     Scion Investments Limited Partnership
     8         95     Dublin Techmart, LLC and Techmart Venture, LLC
               96     Plaza Four General Partnership
               97     Sun Atlantic Properties, LLC
               98     Centra Point 8395 LLC                                                                       R-10
               99     Harbor Medical Partners, LLC
               100    CP Oakley, LLC
               101    Burlington Seven Associates Limited Partnership
     8         102    3949 & 3959 Ruffin Road, LLC and Buie-San Jacinto, LLC
               103    David Associates II, L.L.P.                                                                 R-12
               104    R & R Management, LLC
               105    MAP Pell City, LLC
               106    Friendly Associates XIX LLLP
               107    Topaz-Thunderbird, LLC
               108    Milestone Shopping Center, LLC                                                              R-09
               109    Turtlecreek Peachtree City, LLC
   9, 12       110    SC (Palmer Park) Limited Partnership
               111    Bond Street Properties, LLC
               112    Quail Corners South, LLC                                                                    R-07
               113    Rock West Investments I, LLC
               114    Westpoint Industrial, Ltd.
               115    Southwest Medical Plaza, Ltd.
               116    Memorial/Hefner Parkway, L.L.C.
    11         117    Augusta (Southpointe) WMA, LLC                                                              R-06
               118    Vestridge Commons Shopping Center, LLC
               119    HD Eastgate, LLC
               120    Northwest Office Limited Partnership
    11         121    Martinsville (Mountainview) Properties, LLC                                                 R-06
               122    NP Office I, LLC
               123    Fourth Smoky Venture LLC                                                                    R-09
               124    David Associates V, L.L.C.                                                                  R-12
               125    RKL Properties, LLC
               126    JAH Hartland, LLC                                                                           R-13
               127    Quail Corners South - Phase III, LLC                                                        R-07
---------------------------------------------------------------------------------------------------------------------------
               128    C-Breeze Properties, LLC
             128.01
             128.02
---------------------------------------------------------------------------------------------------------------------------
               129    Montgomery Crossing Associates, LLC                                                         R-11
               130    Kuna Enterprises 1, L.P.
               131    WGW Investment Co. LLC
    11         132    South Boston Properties, LLC                                                                R-06
               133    Village at Ontario Center, LLC
               134    Cardoso Properties Inc.
               135    JAH Lawrenceburg LLC                                                                        R-13
               136    Seals Development-Clearview, LLC
               137    KAE, Inc.
               138    The Enchanted, LLC
               139    TEX-CVS-DE-04, LLC
               140    Prarie Towne Square, LLC
               141    Quail Court, LLC                                                                            R-07
               142    Sowden Jetsons in Houston, LLC
               143    689 Sierra Rose, LLC                                                                        R-07

1    The Open Period is inclusive of the Maturity Date.

2    The Cut-off Date LTV and Underwritten NCF DSCR are based on the total
     $251,000,000 financing reduced by the $10,000,000 performance guarantee.

3    The Cut-off Date LTV and Underwritten NCF DSCR are based on the total
     $427,000,000 financing reduced by the $37,000,000 performance guarantee.

4    For the purpose of calculating underwritten debt service coverage ratios,
     loan-to-value ratios and loan per square foot/unit, the cutoff date
     principal balance for each mortgage loan in a split loan structure (x)
     includes the cut-off date principal balance of the pari passu mortgage loan
     in the trust plus the cut-off date principal balance of any pari passu
     mortgage that is not in the trust, and (y) excludes the cut-off date
     principal balance of any subordinate mortgage loan in that split loan
     structure.

5    The Cut-off Date LTV and Underwritten NCF DSCR are based on the total
     $155,000,000 financing reduced by the $17,500,000 performance guarantee.

6    All reserves are estimated and final reserve amounts will be determined at
     loan closing.

7    The underwritten NCF and appraised value are based on the property
     stabilization projected in September 2005. The lender holds a $7,000,000
     letter of credit until property reaches stabilization.

8    Borrowing entity utilizes a tenant-in-common structure.

9    The Cut-Off Date LTV, DSCR and loan per square foot/unit figures for these
     loans are net of the earnout amount. The Scheduled Maturity Date LTV is
     calculated utilizing the stabilized appraised value.

10   The borrower incurred subordinate debt in the amount of $2,632,621 secured
     by a pledge of an equity interest in the borrower.

11   Prepayment is allowed on any of the first five days of the month during the
     open period.

12   The loan has unsecured subordinate debt in the amount of $664,005.

13   Fashion Shop is expected to be downsized and / or replaced as part of the
     re-merchandising plan for a section of the mall in 2005.

                                     ANNEX B

                      STRUCTURAL AND COLLATERAL TERM SHEET



                                      B-1




                     [THIS PAGE INTENTIONALLY LEFT BLANK.]






                                       GG3

                      Structural and Collateral Term Sheet
                          $3,361,571,000 (approximate)

                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.,
                                  AS DEPOSITOR

         COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-GG3

                   Greenwich Capital Financial Products, Inc.
                         Goldman Sachs Mortgage Company
                         Commerzbank AG, New York Branch
                              Mortgage Loan Sellers

                      GMAC Commercial Mortgage Corporation
                                 Master Servicer

                      GMAC Commercial Mortgage Corporation
                                Special Servicer

                                January 12, 2005

Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

GOLDMAN, SACHS & CO.                                [RBS GREENWICH CAPITAL LOGO]

                          Co-Lead Bookrunning Managers


BANC OF AMERICA SECURITIES LLC                          BEAR, STEARNS & CO. INC.
CREDIT SUISSE FIRST BOSTON                                   WACHOVIA SECURITIES






STRUCTURAL OVERVIEW
--------------------------------------------------------------------------------




                              OFFERED CERTIFICATES

                                                           APPROX. %                           ASSUMED
                                                APPROX.   OF CUT-OFF   WEIGHTED                 FINAL
                               CERTIFICATE      CREDIT       DATE      AVERAGE     PRINCIPAL DISTRIBUTION
  CLASS       S&P    MOODYS      BALANCE        SUPPORT     BALANCE     LIFE(1)    WINDOW(1)   DATE(1)    RATE TYPE
---------------------------------------------------------------------------------------------------------------------

   A-1        AAA     Aaa       $120,775,000     20.000%      3.350%       2.40    3/05 -        5/09        (4)
                                                                                     5/09
---------------------------------------------------------------------------------------------------------------------
                                                                                   5/09 -
   A-2        AAA     Aaa     $1,197,229,000     20.000%     33.211%       4.74      1/10        1/10        (4)
---------------------------------------------------------------------------------------------------------------------
                                                                                   1/10 -
   A-3        AAA     Aaa       $100,464,000     20.000%      2.787%       5.66      8/11        8/11        (4)
---------------------------------------------------------------------------------------------------------------------
                                                                                   8/11 -
   A-4        AAA     Aaa       $545,363,000     20.000%     15.128%       6.73      1/12        1/12        (4)
---------------------------------------------------------------------------------------------------------------------
                                                                                   1/12 -
   A-5        AAA     Aaa       $103,193,000     20.000%      2.863%       7.94      6/14        6/14        (4)
---------------------------------------------------------------------------------------------------------------------
                                                                                   6/14 -
   A-6        AAA     Aaa       $816,897,000     20.000%     22.661%       9.69      12/14      12/14        (4)
---------------------------------------------------------------------------------------------------------------------
                                                                                   12/14 -
   A-J        AAA     Aaa       $229,813,000     13.625%      6.375%       9.84      1/15        1/15        (4)
---------------------------------------------------------------------------------------------------------------------
                                                                                   1/15 -
    B         AA      Aa2       $112,653,000     10.500%      3.125%       9.92      1/15        1/15        (4)
---------------------------------------------------------------------------------------------------------------------
                                                                                   1/15 -
    C         AA-     Aa3        $40,555,000      9.375%      1.125%       9.92      1/15        1/15        (4)
---------------------------------------------------------------------------------------------------------------------
    D          A       A2        $58,580,000      7.750%      1.625%       9.94    1/15 -        2/15        (4)
                                                                                     2/15
---------------------------------------------------------------------------------------------------------------------
    E         A-       A3        $36,049,000      6.750%      1.000%      10.00    2/15 -        2/15        (4)
                                                                                     2/15
=====================================================================================================================



                            NON-OFFERED CERTIFICATES




                                                            APPROX. %                          ASSUMED
                                                 APPROX.   OF CUT-OFF   WEIGHTED                FINAL
                                 CERTIFICATE     CREDIT       DATE       AVERAGE   PRINCIPAL  DISTRIBUTION
 CLASS       S&P     MOODYS        BALANCE       SUPPORT     BALANCE     LIFE(1)    WINDOW(1)   DATE(1)    RATE TYPE
---------------------------------------------------------------------------------------------------------------------

 F(2)        BBB+     Baa1       $45,061,000      5.500%      1.250%      10.05      2/15 -       3/15        (4)
                                                                                      3/15
---------------------------------------------------------------------------------------------------------------------
                                                                                     3/15 -
   G(2)       BBB     Baa2       $36,049,000      4.500%      1.000%      10.08       3/15        3/15        (4)
---------------------------------------------------------------------------------------------------------------------
                                                                                     3/15 -
   H(2)      BBB-     Baa3       $40,555,000      3.375%      1.125%      10.08        3/15       3/15        (4)
---------------------------------------------------------------------------------------------------------------------
                                                                                     3/15 -
   J2)        BB+     Ba1         $9,013,000      3.125%      0.250%      10.08        3/15       3/15        (4)
---------------------------------------------------------------------------------------------------------------------
                                                                                     3/15 -
   K(2)       BB      Ba2        $13,518,000      2.750%      0.375%      10.08        3/15       3/15        (4)
---------------------------------------------------------------------------------------------------------------------
                                                                                     3/15 -
   L(2)       BB-     Ba3        $18,025,000      2.250%      0.500%      10.08        3/15       3/15        (4)
---------------------------------------------------------------------------------------------------------------------
                                                                                     3/15 -
   M(2)       B+       B1        $13,518,000      1.875%      0.375%      10.08        3/15       3/15        (4)
---------------------------------------------------------------------------------------------------------------------
                                                                                     3/15 -
   N(2)        B       B2         $9,012,000      1.625%      0.250%      10.08        3/15       3/15        (4)
---------------------------------------------------------------------------------------------------------------------
                                                                                     3/15 -
   O(2)       B-       B3        $13,519,000      1.250%      0.375%      10.08        3/15       3/15        (4)
---------------------------------------------------------------------------------------------------------------------
   P(2)       NR       NR        $45,061,432      0.000%      1.250%      12.22      3/15 -
                                                                                       8/24       8/24        (4)
---------------------------------------------------------------------------------------------------------------------
 XP(2, 3)     AAA     Aaa                  $      NA          NA           NA         NA          NA        Variable
                                                                                                               IO
---------------------------------------------------------------------------------------------------------------------
 XC(2, 3)     AAA     Aaa     $3,604,902,432      NA          NA           NA         NA          NA        Variable
                                                                                                               IO
=====================================================================================================================





------------------------------------

(1)  As of the cut-off date, the weighted average life, principal window and
     assumed final payment date were calculated assuming no prepayments will be
     made on the mortgage loans prior to their related maturity dates and the
     other assumptions set forth under "YIELD AND MATURITY CONSIDERATIONS -
     Yield Considerations" in the prospectus supplement.
(2)  Not offered hereby. Any information provided herein regarding the terms of
     these certificates is provided only to enhance your understanding of the
     offered certificates.
(3)  The class XP and class XC certificates will not have a certificate balance
     and their holders will not receive distributions of principal, but such
     holders are entitled to receive payments of the aggregate interest accrued
     on the notional amount of each of the components of the class XP and class
     XC certificates as described in the prospectus supplement. The interest
     rate applicable to each component of the class XP and class XC certificates
     for each payment date will be as specified in the prospectus supplement.
(4)  For any distribution date the pass-through rates on the class A-1, class
     A-2, class A-3, class A-4, class A-5, class A-6, class A-J, class B, class
     C, class D, class E, class F, class G, class H, class J, class K, class L,
     class M, class N, class O, and class P certificates will equal one of (i) a
     fixed rate, (ii) the weighted average of the net interest rates on the
     mortgage loans (in each case, adjusted if necessary to accrue on the basis
     of a 360-day year consisting of twelve 30-day months) as of their
     respective due dates in the month preceding the month in which the related
     distribution date occurs, (iii) a rate equal to the lesser of a specified
     pass-through rate and the weighted average rate specified in clause (ii) or
     (iv) the weighted average rate specified in clause (ii) less a specified
     percentage.

Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -2-




MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
--------------------------------------------------------------------------------




GENERAL CHARACTERISTICS(1)

Initial mortgage pool balance......................................................................   $3,604,902,433
Number of mortgage loans...........................................................................              143
Number of mortgaged properties.....................................................................              159
Percentage of investment grade shadow rated loans..................................................            19.3%
Weighted average underwritten debt service coverage ratio(2)(3)....................................             1.63
Maximum underwritten debt service coverage ratio(2)(3).............................................             2.93
Minimum underwritten debt service coverage ratio(2)(3).............................................             1.12
Weighted average cut-off date loan-to-value ratio(2)(3)............................................            68.3%
Maximum cut-off date loan-to-value ratio(2)(3).....................................................            81.9%
Minimum cut-off date loan-to-value ratio(2)(3).....................................................            46.1%
Average cut-off date principal balance.............................................................      $25,209,108
Maximum cut-off date principal balance.............................................................     $250,391,108
Minimum cut-off date principal balance.............................................................       $1,119,979
Weighted average mortgage interest rate............................................................           5.458%
Maximum mortgage interest rate.....................................................................           6.756%
Minimum mortgage interest rate.....................................................................           4.430%
Percentage of initial pool balance of mortgage loans secured by mortgaged real properties
   occupied by a single tenant
   (certain of such single tenants may have one or more sub-tenants at such properties)............             1.9%



------------------------------------

(1)  Unless otherwise noted, the initial mortgage pool balance and all other
     financial and statistical information provided in this term sheet include
     the pari passu notes in the trust secured by the Grand Canal Shoppes at the
     Venetian Property and the 1370 Avenue of the Americas property but do not
     include the related pari passu notes that are outside the trust nor, with
     respect to these or any other mortgage loans in a split loan structure, any
     related subordinate note.
(2)  For the purpose of calculating underwritten debt service coverage ratios
     and loan-to-value ratios in this term sheet, the cut-off date principal
     balance for each mortgage loan in a split loan structure (x) includes the
     cut-off date principal balance of the pari passu mortgage loan in the trust
     plus the cut-off date principal balance of any pari passu mortgage loan
     that is not in the trust, and (y) excludes the cut-off date principal
     balance of any subordinate mortgage loan in that split loan structure.
(3)  With respect to the following mortgage loans, these calculations exclude
     earnouts, escrows or performance guarantees in the following amounts: North
     Star Mall, $10,000,000, Mall St. Matthews, $17,500,000, Grand Canal Shoppes
     at the Venetian, $37,000,000, Groton Estates, $3,525,000, Bloomfield Park
     Gateway Center, $2,175,000, Prairie Glen Medical Office Buildings B and C,
     $625,000 and Palmer Park Shopping Center, $784,375.


                                 PROPERTY TYPES




                                             AGGREGATE
                          NUMBER OF        CUT-OFF DATE       % OF INITIAL                            WTD. AVG.
                          MORTGAGED         PRINCIPAL        MORTGAGE POOL                        CUT-OFF DATE LTV
  PROPERTY TYPE           PROPERTIES        BALANCE ($)         BALANCE         WTD. AVG. DSCR          RATIO
  -------------           ----------       -----------       -------------      --------------    -----------------

Office                        70           1,761,387,920          48.9%               1.59              71.7%
Retail                        59           1,337,551,837          37.1%               1.56              64.4%
Hospitality                    8             318,911,378           8.8%               2.28              60.6%
Multifamily                   16             152,679,936           4.2%               1.39              76.3%
Industrial                     5              31,689,205           0.9%               1.44              77.3%
Self-Storage                   1               2,682,157           0.1%               1.57              74.5%
                             ---           -------------         ------               ----              -----
                             159           3,604,902,433         100.0%               1.63              68.3%
                             ===           =============         ======               ====              =====



Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -3-




MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
--------------------------------------------------------------------------------

                               PROPERTY LOCATIONS




                           NUMBER OF         AGGREGATE CUT-OFF    % OF INITIAL                       WTD. AVG.
                           MORTGAGED          DATE PRINCIPAL      MORTGAGE POOL      WTD. AVG.     CUT-OFF DATE
  PROPERTY LOCATION        PROPERTIES          BALANCE ($)           BALANCE           DSCR          LTV RATIO
  -----------------        ----------          -----------        -------------      --------      ------------

Texas                           11             586,634,017            16.3%             1.88           64.0%
New York                         7             582,750,000            16.2%             1.62           68.1%
California                      29             439,615,452            12.2%             1.41           72.8%
Nevada                          12             313,900,453             8.7%             1.60           56.9%
Hawaii                           3             227,400,000             6.3%             1.31           71.6%
Arizona                          5             172,762,258             4.8%             2.63           61.6%
Kentucky                         4             167,213,425             4.6%             1.68           62.1%
Pennsylvania                     4             118,464,672             3.3%             1.79           72.9%
Georgia                          9             117,435,724             3.3%             1.60           72.2%
North Carolina                   6              83,962,186             2.3%             1.35           79.5%
Other States(1)                 69             794,764,245            22.0%             1.47           72.9%
                               ---           -------------           ------             ----           -----
                               159           3,604,902,433           100.0%             1.63           68.3%
                               ===           =============           ======             ====           =====



------------------------------------

(1) Includes 24 states and Washington DC.


                         CUT-OFF DATE PRINCIPAL BALANCES




                                                                   AGGREGATE CUT-OFF DATE           % OF INITIAL
RANGE OF CUT-OFF DATE BALANCES ($)   NUMBER OF MORTGAGE LOANS       PRINCIPAL BALANCE ($)      MORTGAGE POOL BALANCE
----------------------------------   ------------------------       ---------------------      ---------------------

Less than 2,500,001                               8                       14,203,441                     0.4%
2,500,001 - 5,000,000                            30                      110,165,502                     3.1%
5,000,001 - 7,500,000                            23                      143,478,180                     4.0%
7,500,001 - 10,000,000                           16                      137,824,761                     3.8%
10,000,001 - 12,500,000                           9                      101,659,714                     2.8%
12,500,001 - 15,000,000                          12                      168,877,692                     4.7%
15,000,001 - 17,500,000                           6                       98,852,316                     2.7%
17,500,001 - 20,000,000                           4                       75,877,689                     2.1%
20,000,001 - 22,500,000                           6                      125,264,360                     3.5%
22,500,001 - 25,000,000                           1                       23,694,569                     0.7%
25,000,001 - 50,000,000                          10                      349,876,512                     9.7%
50,000,001 - 75,000,000                           6                      383,550,000                    10.6%
75,000,001 - 100,000,000                          4                      363,336,163                    10.1%
100,000,001 - 200,000,000                         4                      583,327,634                    16.2%
200,000,001 - 275,000,000                         4                      924,913,900                    25.7%
                                                ---                    -------------                   ------
                                                143                    3,604,902,433                   100.0%
                                                ===                    =============                   ======



------------------------------------

The average Cut-off Date principal balance is $25,209,108.



Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -4-


MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
--------------------------------------------------------------------------------


                                 MORTGAGE RATES




                                                                   AGGREGATE CUT-OFF DATE           % OF INITIAL
    RANGE OF MORTGAGE RATES (%)      NUMBER OF MORTGAGE LOANS       PRINCIPAL BALANCE ($)      MORTGAGE POOL BALANCE
    ---------------------------      ------------------------       ---------------------      ---------------------

Less than 5.249                                   20                   1,352,127,494                    37.5%
5.250 - 5.499                                     35                     542,691,607                    15.1%
5.500 - 5.749                                     34                     501,189,463                    13.9%
5.750 - 5.999                                     22                     495,435,753                    13.7%
6.000 - 6.249                                     21                     409,063,102                    11.3%
6.250 - 6.499                                      8                     163,058,333                     4.5%
6.500 - 6.749                                      2                      93,136,680                     2.6%
6.750 - 6.999                                      1                      48,200,000                     1.3%
                                                 ---                   -------------                   ------
                                                 143                   3,604,902,433                   100.0%
                                                 ===                   =============                   ======


------------------------------------

The weighted average Mortgage Rate is 5.458%.


                          DEBT SERVICE COVERAGE RATIOS




                                                                   AGGREGATE CUT-OFF DATE           % OF INITIAL
          RANGE OF DSCRs             NUMBER OF MORTGAGE LOANS       PRINCIPAL BALANCE ($)      MORTGAGE POOL BALANCE
          --------------             ------------------------       ---------------------      ---------------------

Less than 1.20                                     8                     171,020,943                     4.7%
1.20 - 1.2999                                     23                     729,818,709                    20.2%
1.30 - 1.3999                                     36                     588,382,724                    16.3%
1.40 - 1.4999                                     20                     245,200,602                     6.8%
1.50 - 1.5999                                     17                     113,165,646                     3.1%
1.60 - 1.6999                                     12                     457,314,399                    12.7%
1.70 - 1.7999                                     10                     184,792,185                     5.1%
1.80 - 1.8999                                      8                     433,790,469                    12.0%
1.90 - 1.9999                                      4                     230,366,756                     6.4%
2.00 - 2.2499                                      3                     297,050,000                     8.2%
2.25 - 2.7499                                      1                      19,000,000                     0.5%
2.75 - 2.9999                                      1                     135,000,000                     3.7%
                                                 ---                   -------------                   ------
                                                 143                   3,604,902,433                   100.0%
                                                 ===                   =============                   ======


------------------------------------

The weighted average Debt Service Coverage Ratio is 1.63x.


                        CUT-OFF DATE LOAN-TO-VALUE RATIOS




             RANGE OF                                              AGGREGATE CUT-OFF DATE           % OF INITIAL
    CUT-OFF DATE LTV RATIOS (%)      NUMBER OF MORTGAGE LOANS       PRINCIPAL BALANCE ($)      MORTGAGE POOL BALANCE
    ---------------------------      ------------------------       ---------------------      ---------------------

Less than 55.00                                    6                     348,602,441                     9.7%
55.01 - 60.00                                      2                     261,691,108                     7.3%
60.01 - 65.00                                     13                     611,377,867                    17.0%
65.01 - 70.00                                     21                     643,735,389                    17.9%
70.01 - 75.00                                     37                     689,882,056                    19.1%
75.01 - 80.00                                     60                     997,474,745                    27.7%
80.01 - 85.00                                      4                      52,138,827                     1.4%
                                                 ---                   -------------                   ------
                                                 143                   3,604,902,433                   100.0%
                                                 ===                   =============                   ======



------------------------------------

The weighted average Cut-off Date LTV Ratio is 68.3%.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

                                      -5-




MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
--------------------------------------------------------------------------------

                               AMORTIZATION TYPES




                                                                   AGGREGATE CUT-OFF DATE           % OF INITIAL
         AMORTIZATION TYPE           NUMBER OF MORTGAGE LOANS       PRINCIPAL BALANCE ($)      MORTGAGE POOL BALANCE
-------------------------------      ------------------------       ---------------------      ---------------------

Amortizing                                        66                   1,304,019,809                     36.2%
Interest Only, Then Amortizing                    59                   1,419,091,000                     39.4%
Interest Only                                     15                     848,260,000                     23.5%
Fully Amortizing                                   3                      33,531,623                      0.9%
                                                 ---                   -------------                   ------
                                                 143                   3,604,902,433                    100.0%
                                                 ===                   =============                   ======




                           ORIGINAL TERMS TO MATURITY




             RANGE OF                                              AGGREGATE CUT-OFF DATE           % OF INITIAL
ORIGINAL TERMS TO MATURITY (MONTHS)  NUMBER OF MORTGAGE LOANS       PRINCIPAL BALANCE ($)      MORTGAGE POOL BALANCE
-----------------------------------  ------------------------       ---------------------      ---------------------

   0 - 60                                          21                  1,004,420,057                    27.9%
  61 - 96                                          19                    855,292,118                    23.7%
109 - 132                                         100                  1,711,658,635                    47.5%
133 - 192                                           2                      7,851,818                     0.2%
193 - 252                                           1                     25,679,805                     0.7%
                                                  ---                  -------------                   ------
                                                  143                  3,604,902,433                   100.0%
                                                  ===                  ==============                  ======



------------------------------------

The weighted average original term to maturity is 94 months.

                           REMAINING TERMS TO MATURITY




        RANGE OF REMAINING                                         AGGREGATE CUT-OFF DATE           % OF INITIAL
    TERMS TO MATURITY (MONTHS)       NUMBER OF MORTGAGE LOANS       PRINCIPAL BALANCE ($)      MORTGAGE POOL BALANCE
------------------------------       ------------------------       ---------------------      ---------------------

   0 - 60                                         22                   1,254,811,164                    34.8%
  61 - 96                                         18                     604,901,010                    16.8%
109 - 130                                        100                   1,711,658,635                    47.5%
131 - 190                                          2                       7,851,818                     0.2%
191 - 250                                          1                      25,679,805                     0.7%
                                                 ---                   -------------                   ------
                                                 143                   3,604,902,433                   100.0%
                                                 ===                   =============                   ======



------------------------------------

The weighted average remaining term to maturity is 91 months.

                           ORIGINAL AMORTIZATION TERMS




         RANGE OF ORIGINAL                                         AGGREGATE CUT-OFF DATE           % OF INITIAL
    AMORTIZATION TERMS (MONTHS)      NUMBER OF MORTGAGE LOANS       PRINCIPAL BALANCE ($)      MORTGAGE POOL BALANCE
-------------------------------      ------------------------       ---------------------      ---------------------

Interest Only                                     15                     848,260,000                    23.5%
151 - 240                                          3                      33,531,623                     0.9%
241 - 360                                        125                   2,723,110,809                    75.5%
                                                 ---                   -------------                   ------
                                                 143                   3,604,902,433                   100.0%
                                                 ===                   =============                   ======



------------------------------------

The weighted average original amortization term is 353 months.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -6-


MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
--------------------------------------------------------------------------------


                       REMAINING STATED AMORTIZATION TERMS




        RANGE OF REMAINING                                         AGGREGATE CUT-OFF DATE           % OF INITIAL
    AMORTIZATION TERMS (MONTHS)      NUMBER OF MORTGAGE LOANS       PRINCIPAL BALANCE ($)      MORTGAGE POOL BALANCE
-------------------------------      ------------------------       ---------------------      ---------------------

Interest Only                                     15                     848,260,000                    23.5%
151 - 240                                          3                      33,531,623                     0.9%
241 - 360                                        125                   2,723,110,809                    75.5%
                                                 ---                   -------------                   ------
                                                 143                   3,604,902,433                   100.0%
                                                 ===                   =============                   ======


------------------------------------

The weighted average remaining amortization term is 352 months.

                                    LOCKBOXES




                                                                   AGGREGATE CUT-OFF DATE           % OF INITIAL
           LOCKBOX TYPE              NUMBER OF MORTGAGE LOANS       PRINCIPAL BALANCE ($)      MORTGAGE POOL BALANCE
-----------------------------        ------------------------       ---------------------      ---------------------

Hard                                              43                   2,687,267,979                    74.5%
Soft                                               8                     191,414,741                     5.3%



                                  ESCROW TYPES




                                                                   AGGREGATE CUT-OFF DATE           % OF INITIAL
          ESCROW TYPE(1)             NUMBER OF MORTGAGE LOANS       PRINCIPAL BALANCE ($)      MORTGAGE POOL BALANCE
-----------------------------------  ------------------------       ---------------------      ---------------------

TI/LC(2)                                         103                   1,935,116,781                    61.8%
Real Estate Tax                                  125                   2,510,931,889                    69.7%
Insurance                                        119                   2,481,529,921                    68.8%
Replacement Reserve                              121                   2,201,907,141                    61.1%



------------------------------------

(1)  Includes initial and ongoing reserves and escrows.
(2)  The statistical information for the TI/LC Reserve percentage of initial
     mortgage pool balance does not include mortgage loans secured by
     hospitality, multifamily or self-storage properties.

                          PREPAYMENT PROVISION SUMMARY




                                                                   AGGREGATE CUT-OFF DATE           % OF INITIAL
          PREPAYMENT TYPE            NUMBER OF MORTGAGE LOANS       PRINCIPAL BALANCE ($)      MORTGAGE POOL BALANCE
---------------------------------    ------------------------       ---------------------      ---------------------

Lockout/Defeasance                               128                   3,190,468,008                    88.5%
Lockout/Greater 1% or Yield                        2                     222,870,000                     6.2%
   Maintenance or Defeasance
Lockout/Greater of Declining Fee                   1                     135,000,000                     3.7%
   or Yield Maintenance
Lockout/Greater 1% or Yield
   Maintenance                                    11                      50,964,425                     1.4%
Lockout/Yield Maintenance + 1%                     1                       5,600,000                     0.2%
                                                 ---                   -------------                   ------
                                                 143                   3,604,902,433                   100.0%
                                                 ===                   =============                   ======



Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -7-


MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
--------------------------------------------------------------------------------

                        MORTGAGE POOL PREPAYMENT PROFILE




                                    AGGREGATE     % OF REMAINING   % OF REMAINING
                                    BEGINNING     MORTGAGE POOL     MORTGAGE POOL
                                    PRINCIPAL        BALANCE          BALANCE -     % OF REMAINING
                   MONTHS SINCE    BALANCE(1)       -LOCKOUT/           YIELD        MORTGAGE POOL
      DATE         CUT-OFF DATE    (MILLIONS)       DEFEASANCE       MAINTENANCE    BALANCE - OPEN      % TOTAL
--------------     ------------    ----------       ----------       -----------    --------------      -------

Mar 05                    1           3,605            100.0              0.0              0.0            100.0
Mar 06                   13           3,584            100.0              0.0              0.0            100.0
Mar 07                   25           3,560             89.5             10.5              0.0            100.0
Mar 08                   37           3,528             89.4             10.6              0.0            100.0
Mar 09                   49           3,492             82.9             10.9              6.3            100.0
Mar 10                   61           2,256             87.8             12.2              0.0            100.0
Mar 11                   73           2,224             87.7             12.3              0.0            100.0
Mar 12                   85           1,629             96.4              3.6              0.0            100.0
Mar 13                   97           1,579             96.9              3.1              0.0            100.0
Mar 14                  109           1,547             95.4              3.1              1.5            100.0
Mar 15                  121             223              8.4              0.5             91.1            100.0
Mar 16                  133              18             95.0              5.0              0.0            100.0
Mar 17                  145              16             95.7              4.3              0.0            100.0
Mar 18                  157              14             96.8              3.2              0.0            100.0
Mar 19                  169              12             98.4              1.6              0.0            100.0
Mar 20                  181               9            100.0              0.0              0.0            100.0
Mar 21                  193               8            100.0              0.0              0.0            100.0
Mar 22                  205               6            100.0              0.0              0.0            100.0
Mar 23                  217               4              0.0              0.0            100.0            100.0
Mar 24                  229               2              0.0              0.0            100.0            100.0
Mar 25                  241               0              0.0              0.0              0.0            100.0




------------------------------------

(1)  Calculated assuming that no mortgage loan prepays, defaults or is
     repurchased prior to stated maturity and that all earnout amounts were
     released to the borrower. Otherwise calculated based on maturity
     assumptions to be set forth in the prospectus supplement.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -8-




TRANSACTION TERMS
--------------------------------------------------------------------------------


ISSUE TYPE................................  Sequential Pay REMIC

CUT-OFF DATE..............................  All mortgage loan characteristics
                                            are based on balances as of the
                                            relevant cut-off date after
                                            application of all payments due on
                                            or before such date (whether or not
                                            received). The cut-off date for any
                                            mortgage loans that were originated
                                            prior to February 2005 will be its
                                            payment date in February. The
                                            cut-off date for any mortgage loan
                                            originated in February 2005 will be
                                            its date of origination. All
                                            percentages presented herein are
                                            approximate.

MORTGAGE POOL.............................  The mortgage pool consists of 143
                                            mortgage loans with an aggregate
                                            cut-off date balance of
                                            $3,604,902,433, subject to a
                                            variance of +/- 5%. The mortgage
                                            loans are secured by 159 mortgaged
                                            real properties located throughout
                                            34 states and the District of
                                            Columbia.

DEPOSITOR.................................  Greenwich Capital Commercial Funding
                                            Corp.

MORTGAGE LOAN SELLERS.....................  Greenwich Capital Financial
                                            Products, Inc., Goldman Sachs
                                            Mortgage Company and Commerzbank AG,
                                            New York Branch

UNDERWRITERS..............................  Goldman, Sachs & Co. and Greenwich
                                            Capital Markets, Inc. as Co-Lead
                                            Bookrunning Managers

                                            Banc of America Securities LLC,
                                            Bear, Stearns & Co. Inc., Credit
                                            Suisse First Boston LLC Wachovia
                                            Capital Markets, LLC as Co-Managers

TRUSTEE...................................  LaSalle Bank National Association

FISCAL AGENT..............................  ABN AMRO Bank N.V.

MASTER SERVICER...........................  GMAC Commercial Mortgage Corporation

PRIMARY SERVICER..........................  Midland Loan Services, Inc. will act
                                            as the initial primary servicer for
                                            the mortgage loans sold to the trust
                                            by Goldman Sachs Mortgage Company
                                            and Commerzbank AG, New York Branch
                                            (other than the Grand Canal Shoppes
                                            at the Venetian loan and certain
                                            other mortgage loans which have
                                            other primary servicing arrangements
                                            in place) and, prior to the
                                            securitization of the 1370 Avenue of
                                            the Americas pari passu mortgage
                                            loans (currently owned by Morgan
                                            Stanley Mortgage Capital Inc.), the
                                            1370 Avenue of the Americas mortgage
                                            loan.

SPECIAL SERVICER..........................  GMAC Commercial Mortgage Corporation

RATING AGENCIES...........................  Moody's Investors Service, Inc. and
                                            Standard and Poor's Ratings
                                            Services, a division of The
                                            McGraw-Hill Companies, Inc.

DENOMINATIONS.............................  $25,000 minimum for the offered
                                            certificates.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -9-



TRANSACTION TERMS
--------------------------------------------------------------------------------


CLOSING DATE..............................  On or about February 10, 2005

SETTLEMENT TERMS..........................  Book-entry through DTC for all
                                            offered certificates.

DETERMINATION DATE........................  The sixth day of each month, or if
                                            such sixth day is not a business
                                            day, the next succeeding business
                                            day.

PAYMENT DATE..............................  The tenth day of each month, or if
                                            such tenth day is not a business
                                            day, the next succeeding business
                                            day, provided that the payment date
                                            will be at least four business days
                                            following the determination date.

INTEREST DISTRIBUTIONS....................  Each class of offered certificates
                                            will be entitled on each payment
                                            date to interest accrued at its
                                            pass-through rate for such payment
                                            date on the outstanding certificate
                                            balance of such class during the
                                            prior calendar month. Interest on
                                            the offered certificates will be
                                            calculated on the basis of twelve
                                            30-day months and a 360-day year.
                                            Interest will be distributed on each
                                            payment date, to the extent of
                                            available funds, in sequential order
                                            of class designations with class
                                            A-1, class A-2, class A-3, class
                                            A-4, class A-5, class A-6, class XP
                                            and class XC ranking pari passu in
                                            entitlement to interest.

PRINCIPAL DISTRIBUTIONS...................  Distributions will be distributed on
                                            each payment date, to the extent of
                                            available funds, to the class of
                                            sequential pay certificates
                                            outstanding with the earliest
                                            alphabetical/numerical class
                                            designation until its certificate
                                            balance is reduced to zero. If, due
                                            to losses, the certificate balances
                                            of the class A-J through class P
                                            certificates are reduced to zero,
                                            payments of principal to the class
                                            A-1, class A-2, class A-3 class A-4,
                                            class A-5 and class A-6 certificates
                                            will be made on a pro rata basis.

LOSSES....................................  Realized losses and additional trust
                                            fund expenses, if any, will be
                                            allocated to the class P, class O,
                                            class N, class M, class L, class K,
                                            class J, class H, class G, class F,
                                            class E, class D, class C, class B
                                            and class A-J certificates, in that
                                            order, and then, pro rata, to the
                                            class A-1, class A-2, class A-3,
                                            class A-4, class A-5 and class A-6
                                            certificates.

PREPAYMENT PREMIUMS AND
   YIELD MAINTENANCE CHARGES..............  Any prepayment premiums or yield
                                            maintenance charges collected will
                                            be distributed to certificateholders
                                            on the payment date following the
                                            collection period in which the
                                            prepayment occurred. On each payment
                                            date, the holders of any class of
                                            offered certificates and class F,
                                            class G and class H certificates
                                            that is then entitled to principal
                                            distributions will be entitled to a
                                            portion of prepayment premiums or
                                            yield maintenance charges in an
                                            amount equal to the product of (a)
                                            the amount of the prepayment
                                            premiums or yield maintenance
                                            charges net of workout fees and
                                            liquidation fees payable from it,
                                            multiplied by (b) a fraction, the
                                            numerator of which is equal to the
                                            excess, if any, of the pass-through
                                            rate for that class of certificates
                                            over the relevant discount rate, and
                                            the denominator of which is equal to
                                            the excess, if any, of the


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.


                                      -10-



TRANSACTION TERMS
--------------------------------------------------------------------------------

                                            mortgage interest rate of the
                                            prepaid mortgage loan over the
                                            relevant discount rate, multiplied
                                            by (c) a fraction, the numerator of
                                            which is equal to the amount of
                                            principal payable to that class of
                                            certificates on that payment date,
                                            and the denominator of which is the
                                            Total Principal Payment Amount for
                                            that payment date.

                                            The portion, if any, of the
                                            prepayment premiums or yield
                                            maintenance charges remaining after
                                            any payments described above will be
                                            distributed, prior to     , % to the
                                            holders of the class XC certificates
                                            and          % to the holders of the
                                            class XP certificates, and after   ,
                                            100% to the holders of the class XC
                                            certificates.

ADVANCES..................................  The master servicer and, if it fails
                                            to do so, the trustee and, if it
                                            fails to do so, the fiscal agent
                                            will be obligated to make P&I
                                            advances and servicing advances,
                                            including delinquent property taxes
                                            and insurance, but only to the
                                            extent that such advances are deemed
                                            recoverable and in the case of P&I
                                            advances subject to appraisal
                                            reductions that may occur. For some
                                            of the mortgage loans that are part
                                            of a split loan structure, the
                                            master servicer or special servicer
                                            of another securitization may make
                                            servicing advances for the loans
                                            included in our trust.

APPRAISAL REDUCTIONS......................  An appraisal reduction generally
                                            will be created in the amount, if
                                            any, by which the principal balance
                                            of a required appraisal loan (plus
                                            other amounts overdue or advanced in
                                            connection with such loan) exceeds
                                            90% of the appraised value of the
                                            related mortgaged property plus
                                            certain escrows and reserves
                                            (including letters of credit) held
                                            with respect to the mortgage loan.
                                            As a result of calculating an
                                            appraisal reduction amount for a
                                            given mortgage loan, the interest
                                            portion of any P&I advance for such
                                            loan will be reduced, which will
                                            have the effect of reducing the
                                            amount of interest available for
                                            distribution to the certificates in
                                            reverse alphabetical order of the
                                            classes. A required appraisal loan
                                            will cease to be a required
                                            appraisal loan when the related
                                            mortgage loan has been brought
                                            current for at least three
                                            consecutive months and no other
                                            circumstances exist which would
                                            cause such mortgage loan to be a
                                            required appraisal loan.

OPTIONAL TERMINATION......................  The depositor, master servicer, the
                                            special servicer and certain
                                            certificateholders will have the
                                            option to terminate the trust, in
                                            whole but not in part, and purchase
                                            the remaining assets of the trust on
                                            or after the payment date on which
                                            the stated principal balance of the
                                            mortgage loans then outstanding is
                                            less than 1.0% of the initial
                                            mortgage pool balance. Such purchase
                                            price will generally be at a price
                                            equal to the unpaid aggregate
                                            principal balance of the mortgage
                                            loans (or fair market value in the
                                            case of REO Properties), plus
                                            accrued and unpaid interest and
                                            certain other additional trust fund
                                            expenses, as described in the
                                            prospectus supplement.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -11-




TRANSACTION TERMS
--------------------------------------------------------------------------------

CONTROLLING CLASS.........................  The class of sequential pay
                                            certificates (a) that bears the
                                            latest alphabetical class
                                            designation (other than the class
                                            XP, class XC, class R-I and class
                                            R-II certificates) and (b) that has
                                            a certificate balance greater than
                                            25% of its original certificate
                                            balance will be the controlling
                                            class; provided, however, with
                                            respect to certain issues related to
                                            the mortgage loans that are part of
                                            a split structure, the holder of the
                                            majority interest of the related
                                            subordinated or pari passu companion
                                            loan may have certain rights to
                                            direct the special servicer with
                                            respect to servicing matters, as
                                            described in the prospectus
                                            supplement.

TENANTS...................................  References in this term sheet to the
                                            rating of a tenant may refer to the
                                            rating of a parent of the actual
                                            tenant and the rated entity may not
                                            be a party to that lease or
                                            guarantee the lease.

ERISA.....................................  The offered certificates are
                                            expected to be ERISA eligible.

SMMEA.....................................  The class A-1, class A-2, class A-3,
                                            class A-4, class A-5, class A-6,
                                            class A-J, class B and class C
                                            certificates are expected to be
                                            "mortgage-related securities" for
                                            the purposes of SMMEA so long as
                                            they remain rated in one of the two
                                            highest rating categories by a
                                            nationally recognized statistical
                                            rating organization.

None of the offered certificates or the mortgage loans included in the trust are
insured or guaranteed by any governmental agency or instrumentality or by any
private mortgage insurer or by The Royal Bank of Scotland plc, the depositor,
the underwriters, the mortgage loan sellers, the master servicer, the special
servicer, or any other party.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.


                                      -12-



TEN LARGEST MORTGAGE LOANS - TEN LARGEST LOANS
--------------------------------------------------------------------------------





                                                      % OF
                                      CUT-OFF        INITIAL                                 LOAN               CUT-OFF    SHADOW
                     MORTGAGED         DATE          MORTGAGE                               BALANCE               DATE     RATINGS
                        REAL         PRINCIPAL        POOL        PROPERTY      PROPERTY      PER                 LTV     (MOODY'S/
      LOAN NAME      PROPERTIES     BALANCE ($)      BALANCE        TYPE          SIZE      SF/ROOM    DSCR      RATIO       S&P)
      ---------      ----------     -----------      -------        ----          ----      -------    ----      -----      -----

North Star Mall           1          $250,391,108      6.9%        Retail        493,706        $507    1.88      55.3%    Baa2/BBB
Grand Canal Shoppes
   at the Venetian        1          $234,752,792      6.5%        Retail        536,890        $788    1.68      50.4%      A3/A
1440 Broadway             1          $225,000,000      6.2%        Office        741,915        $303    1.29      75.0%
The Crescent              1          $214,770,000      6.0%        Office      1,299,522        $165    2.16      67.5%
498 Seventh Avenue        1          $181,500,000      5.0%        Office        876,704        $207    1.95      62.6%
Mall St. Matthews         1          $154,827,634      4.3%        Retail        700,908        $221    1.70      60.8%
Westin Kierland           1          $135,000,000      3.7%      Hospitality         732    $184,426    2.93      61.4%     Baa3/-
Shops at Wailea           1          $112,000,000      3.1%        Retail        164,425        $681    1.25      67.1%
Waikiki Galleria          1          $100,000,000      2.8%        Office        160,522        $623    1.34      75.5%
Place Properties
   Portfolio              9           $98,660,000      2.7%      Multifamily       1,073     $91,948    1.37      80.0%
                      -----        --------------     -----                                             ----      -----
                         18        $1,706,901,534     47.3%                                             1.78      63.9%
                      =====        ==============     =====                                             ====      =====




Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securiti es LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -13-



TEN LARGEST MORTGAGE LOANS - NORTH STAR MALL
--------------------------------------------------------------------------------



[PHOTOS OMITTED]


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -14-



TEN LARGEST MORTGAGE LOANS - NORTH STAR MALL
--------------------------------------------------------------------------------



[MAP OMITTED]


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -15-



TEN LARGEST MORTGAGE LOANS - NORTH STAR MALL
--------------------------------------------------------------------------------


---------------------------------------------------------
                  PROPERTY INFORMATION

Number of Mortgaged Real Properties                    1
Location (City/State)                       San Antonio,
                                                   Texas
Property Type                                     Retail
Size (sf)                                        493,706
Percentage Mall Shop Occupancy
  as of October 31, 2004                           99.7%
Year Built / Renovated                     1960 / 1980 &
                                                 ongoing
Appraisal Value                             $435,000,000
Underwritten Occupancy                             95.5%
Underwritten Revenues                        $39,132,005
Underwritten Total Expenses                  $11,300,349
Underwritten Net Operating Income
  (NOI)                                      $27,831,656
Underwritten DSCR on NCF                           1.88x
Underwritten Net Cash Flow (NCF)             $27,320,820
---------------------------------------------------------

---------------------------------------------------------
              MORTGAGE LOAN INFORMATION

Originator                          Archon/Commerzbank
Cut-off Date Principal Balance            $250,391,108
Cut-off Date Principal Balance
  PSF/Unit                                     $507.17
Percentage of Initial Mortgage
  Pool Balance                                    6.9%
Number of Mortgage Loans                             1
Type of Security                            Fee Simple
Mortgage Rate                                    4.43%
Original Term to Maturity (Months)                  61
Original Amortization Term
  (Months)                                         360
Cut-off Date LTV Ratio                          55.27%
LTV Ratio at Maturity                           52.65%
Underwritten DSCR on NOI                         1.92x
Shadow Rating(2)                        "BBB" / "Baa2"
---------------------------------------------------------


------------------------------------

(1)  The LTV, DSCR and debt service in this table are based on the total
     $251,000,000 financing reduced by the $10,000,000 performance guarantee
     described under "--Performance Guarantee" below. The Cut-Off Date LTV (not
     reduced by the $10,000,000 performance guarantee) is 57.56%. The DSCR (not
     reduced by the $10,000,000 performance guarantee) is 1.80x.

(2)  S&P and Moody's have confirmed that the North Star Loan has, in the context
     of its inclusion in the trust, credit characteristics consistent with that
     of an obligation rated "BBB" by S&P, and "Baa2" by Moody's.

o    THE LOAN. The mortgage loan (the "NORTH STAR MALL LOAN") is evidenced by
     two notes and is secured by a first mortgage encumbering a Class-A super
     regional mall located in San Antonio, Texas (the "NORTH STAR MALL
     PROPERTY"). The North Star Mall Loan represents approximately 6.9% of the
     initial mortgage pool balance. The North Star Mall Loan was originated on
     November 12, 2004, had an original principal balance of $251,000,000 and a
     principal balance as of the cut-off date of $250,391,108, and an interest
     rate of 4.43%. The North Star Mall Loan was jointly originated 50% by
     Archon Financial, L.P. and 50% by Commerzbank AG, New York Branch
     ("COMMERZBANK"), and the loan sellers on the North Star Mall Loan are
     Goldman Sachs Mortgage Company and Commerzbank.

     The North Star Mall Loan had an initial term of 61 months and has a
     remaining term of 59 months. The loan requires payments of interest and
     principal based on a 360 month amortization schedule. The scheduled
     maturity date is the payment date in January 2010. Voluntary prepayment of
     the North Star Mall Loan is prohibited until the payment date in July 2009
     and permitted thereafter without penalty. Defeasance with United States
     government securities or certain other obligations backed by the full faith
     and credit of the United States of America is permitted at any time after
     the second anniversary of the securitization closing date.

o    THE PROPERTY. The North Star Mall Property is a super regional shopping
     mall with 5 anchors and approximately 186 stores with a gross leasable area
     of 1,257,000 sf. The North Star Mall Property is located in Bexar County,
     Texas (within the San Antonio MSA). The North Star Mall Property is
     anchored by a 204,000 sf Dillards, a 239,000 sf Foley's, a 177,000 sf
     Macy's, a 113,500 sf Saks Fifth Avenue and a 90,000 sf Mervyn's. Except for
     33,998 sf of the Saks Fifth Avenue anchor space, none of the anchor space
     is part of the collateral securing the North Star Mall Loan.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -16-


TEN LARGEST MORTGAGE LOANS - NORTH STAR MALL
--------------------------------------------------------------------------------

The following table represents certain information relating to the anchor
tenants at the North Star Mall Property:




                                                              CREDIT RATING OF                             OPERATING
                                                               PARENT COMPANY                COLLATERAL     COVENANT
         ANCHOR                    PARENT COMPANY            (FITCH/MOODY'S/S&P)    GLA        INTEREST    EXPIRATION
---------------------     ---------------------------------  -------------------  -------    -----------   ----------

Foley's                   May Department Store Company          BBB/Baa2/BBB      239,000        No         Expired
Dillard's                 Dillard's Inc.                         BB-/B2/BB        204,000        No         Expired
Macy's                    Federated Department Stores Inc.     BBB+/Baa1/BBB+     177,000        No        4/30/2012
Saks Fifth Avenue         Saks Inc.                              BB-/Ba3/BB       113,500    Partial(1)    11/1/2005
Mervyn's                  Cerberus/Lubert-Adler/Sun Capital       NR/NR/NR         90,000        No         8/1/2005
                                                                                  -------
TOTAL ANCHOR TENANTS                                                              823,500
                                                                                  =======


------------------------------------

(1) Only 33,998 sf of the Saks Fifth Avenue space is part of the collateral.

Originally built in 1960, the North Star Mall Property was renovated in 1980 and
is currently undergoing renovation.

In-line tenants (with less than 10,000 sf) report average sales of approximately
$601 psf. Occupancy costs, based on underwritten rent and recoveries, are
approximately 13.0% for such in-line space (based on comparable sales, which
include tenants that have reported a full year of sales through May 30, 2004).

North Star Mall is a two-level enclosed mall located in San Antonio, Texas.
In-line tenants include The Cheesecake Factory, Guess, Cache, Banana Republic,
Williams Sonoma, Hollister, Pottery Barn Kids, MAC, Gap-Gap Kids and Coach. It
is located in the San Antonio MSA with an average household income of $44,312
and a total population of 1.6 million.

The following table presents certain information relating to the major mall shop
tenants at the North Star Mall Property:




TEN LARGEST MORTGAGE LOANS - NORTH STAR MALL
--------------------------------------------------------------------------------

                              TEN LARGEST RETAIL TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT(1)


                                                                                                  ANNUALIZED
                                                                                   % OF TOTAL    UNDERWRITTEN
                              CREDIT RATING                          ANNUALIZED     ANNUALIZED     BASE RENT
                              (FITCH/MOODY'S/   TENANT               UNDERWRITTEN  UNDERWRITTEN     ($ PER        LEASE
        TENANT NAME              S&P)(2)         NRSF    % OF NRSF    BASE RENT     BASE RENT        NRSF)      EXPIRATION
-------------------------    ----------------  -------   ---------    ---------     ---------        -----      ----------

Gap - Gap Kids                 BB+/Ba1/BB+      19,637     4.3%       $765,843         3.8%         $39.00       1/31/2006
Express                        NR/Baa2/BBB      15,315     3.3%        641,392         3.2%          41.88       1/31/2013
A'Gaci                           NR/NR/NR       15,637     3.4%        544,637         2.7%          34.83       1/31/2011
Victoria's Secret              NR/Baa2/BBB       7,813     1.7%        375,024         1.9%          48.00       1/31/2010
Talbots - Talbots Kids          NR/Baa3/A-      12,270     2.7%        368,100         1.8%          30.00       1/31/2007
Casual Corner - Petite
   Sophisticate                  NR/NR/NR        9,037     2.0%        361,480         1.8%          40.00       3/31/2007
Banana Republic                BB+/Ba1/BB+       9,534     2.1%        323,393         1.6%          33.92       5/31/2007
Hollister(3)                     NR/NR/NR        7,362     1.6%        306,443         1.5%          41.63       1/31/2015
Abercrombie & Fitch              NR/NR/NR        9,200     2.0%        303,600         1.5%          33.00       1/31/2006
Pottery Barn Kids                NR/NR/NR        6,754     1.5%        290,422         1.4%          43.00       1/31/2015
                                               --------   -----     -----------      ------         ------
TEN LARGEST OWNED TENANTS                      112,559    24.5%     $4,280,334        21.2%         $38.03
Remaining Owned Tenants                        323,432    70.4%     15,950,204        78.8%          49.32
Vacant Spaces (Owned
   Space)(4)                                    23,717     5.2%              0         0.0%           0.00
                                               --------   -----     -----------      ------         ------
TOTAL ALL OWNED TENANTS                        459,708   100.0%     $20,230,538      100.0%         $46.40
                                               ========  ======     ===========      ======         ======



------------------------------------

(1) Borrower owned in-line space only. Does not include Saks Fifth Avenue's
    33,998 sf of anchor space owned by the borrower.
(2) Certain ratings are those of the parent company whether or not the parent
    guarantees the lease.
(3) The Hollister lease has been executed by the tenant and is currently under
    final review by the borrower.
(4) Includes 22,307 sf of vacant storage space.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -17-



TEN LARGEST MORTGAGE LOANS - NORTH STAR MALL
--------------------------------------------------------------------------------

The following table presents certain information relating to the lease rollover
schedule at the North Star Mall Property:




                     RETAIL LEASE EXPIRATION SCHEDULE(1)(2)


                                                                                                        ANNUALIZED
                                                                                         % OF TOTAL    UNDERWRITTEN
                                                           CUMULATIVE     ANNUALIZED     ANNUALIZED      BASE RENT
                              EXPIRING         % OF            OF        UNDERWRITTEN   UNDERWRITTEN      ($ PER
 YEAR ENDING DECEMBER 31,    OWNED NRSF     TOTAL NRSF     TOTAL NRSF      BASE RENT      BASE RENT        NRSF)
 ------------------------    ----------     ----------     ----------      ---------      ---------        -----

2004 (Includes MTM)              9,581         2.1%            2.1%         $633,577          3.1%         $66.13
2005                            54,140        11.8%           13.9%        1,830,444          9.1%          33.81
2006                            47,700        10.4%           24.2%        2,107,452         10.4%          44.18
2007                            67,702        14.7%           39.0%        3,354,322         16.6%          49.55
2008                            28,834         6.3%           45.2%        1,599,419          7.9%          55.47
2009                            21,320         4.6%           49.9%        1,433,148          7.1%          67.22
2010                            51,844        11.3%           61.2%        2,643,976         13.1%          51.00
2011                            34,414         7.5%           68.6%        1,591,554          7.9%          46.25
2012                            11,362         2.5%           71.1%          516,230          2.6%          45.43
2013                            43,793         9.5%           80.6%        1,947,196          9.6%          44.46
2014                            22,460         4.9%           85.5%        1,017,113          5.0%          45.29
2015 & Thereafter               42,841         9.3%           94.8%        1,556,108          7.7%          36.32
Vacant(3)                       23,717         5.2%          100.0%                0          0.0%           0.00
                               -------       ------          ------      -----------        ------         ------
TOTAL                          459,708       100.0%          100.0%      $20,230,538        100.0%         $46.40
                               =======       ======          ======      ===========        ======         ======



------------------------------------

(1) Calculated based on approximate square footage occupied by each tenant.
(2) Borrower owned in-line space only. Does not include Saks Fifth Avenue's
    33,998 sf of owned anchor space.
(3) Includes 22,307 sf of vacant storage space.

o    THE BORROWER. The borrower is NS Mall Property LP, a single-member,
     single-purpose, single-asset entity with a general partner that has an
     independent director. Legal counsel to the borrower has delivered a
     non-consolidation opinion in connection with the origination of the North
     Star Mall Loan. The general partner of the borrower is NS Mall GP LLC,
     which is indirectly owned by General Growth Properties, Inc. General Growth
     Properties, Inc. is a publicly traded real estate investment trust that
     owns, develops, operates and/or manages shopping malls in over 40 states.
     There is no guarantor of the non-recourse carve-outs under the North Star
     Mall Loan.

o    ESCROWS. During a North Star Cash Sweep Period, the loan documents provide
     for certain escrows of real estate taxes and insurance, tenant improvements
     and leasing commissions (in a maximum amount equal to $459,708 per year)
     and capital expenditures (in a maximum amount equal to $98,741 per year). A
     "NORTH STAR CASH SWEEP PERIOD" means the period during the continuance of
     an event of default under the North Star Mall Loan and/or if the
     net-operating income of the North Star Mall Property for the prior
     twelve-month period is less than 85% of the net operating income at
     origination as of the end of any fiscal quarter until the net-operating
     income of the North Star Mall Property for the prior twelve-month period is
     at least equal to 85% of the net operating income at origination as of the
     end of any fiscal quarter of the borrower.

o    LOCK BOX AND CASH MANAGEMENT. The North Star Mall Loan requires a hard lock
     box, which is already in place. The loan documents require the borrower to
     direct the tenants to pay their rents directly to a lender-controlled sweep
     account. The loan documents also require that all rents received by the
     borrower or the property manager be deposited into the sweep account,
     within two business days after receipt. On each business day that no North
     Star Cash Sweep Period exists, all funds in the sweep account will be
     remitted to an account specified by the borrower. Within 2 business days of
     commencement of a North Star Cash Sweep Period, the borrower is required to
     establish a cash management account into which all funds in the sweep
     account will be remitted on each business day during a North Star Cash
     Sweep Period. During the existence of a North Star Cash Sweep Period, funds
     in the cash management account will be applied to pay the monthly debt


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -18-



TEN LARGEST MORTGAGE LOANS - NORTH STAR MALL
--------------------------------------------------------------------------------

     service, operating expenses and any required reserves under the loan
     documents and then released to the borrower. In addition, during the
     continuance of an event of default, all available cash after the payment of
     the debt service, operating expenses and any required reserves will be held
     as additional collateral for the North Star Mall Loan.

o    PERFORMANCE GUARANTEE. A loan guarantee from The Rouse Company Operating
     Partnership, LP, an affiliate of the borrower, was delivered to the lender
     at closing in respect of the borrower's obligations under the North Star
     Mall Loan in an amount equal to $10,000,000, which amount will be reduced
     without reinstatement on a quarterly basis by an amount equal to the
     product of (a) the trailing 12-month actual net operating income for the
     most recently ended quarter less $27,281,000, multiplied by (b) 8.0,
     provided that the amount by which such guarantee is reduced may increase
     from time to time but will never be deemed to decrease. On November 12,
     2004, General Growth Properties, Inc. announced that it had completed a
     merger with The Rouse Company, and as a result General Growth Properties,
     Inc. is now the indirect parent of The Rouse Company Operating Partnership,
     LP.

o    PROPERTY MANAGEMENT. The North Star Mall Property may be self-managed or
     may be managed by certain affiliates of the borrower or a manager for whom
     each Rating Agency has confirmed in writing will not cause the downgrade,
     withdrawal or qualification of the then current ratings of any class of the
     series 2005-GG3 certificates. The North Star Mall Property is currently
     self-managed. The lender may require the borrower to cease managing the
     property or replace the property manager if an event of default under the
     North Star Mall Loan has occurred and is continuing. During the continuance
     of a North Star Cash Sweep Period, the fees of the property manager may not
     exceed market rates for comparable properties in the geographic area.

o    RELEASE OF COLLATERAL. The borrower is permitted under the loan documents
     to obtain the release of one or more parcels or out lots that at the time
     of the proposed release are (1) vacant, "non-income" producing and
     unimproved and (2) to be transferred to a third party in connection with an
     expansion or other development of the North Star Mall Property subject to,
     among other things, the borrower delivering to lender (a) evidence that the
     release of the parcel will not materially diminish the value of the North
     Star Property as collateral for the North Star Mall Loan, (b) an opinion of
     counsel that any REMIC trust that has acquired the North Star Mall Loan
     will not fail to maintain its status as a REMIC solely as a result of the
     release and (c) written confirmation from each Rating Agency that the
     release would not cause the downgrade, withdrawal or qualification of the
     then current ratings of any class of the series 2005-GG3 certificates.

o    MEZZANINE OR SUBORDINATE INDEBTEDNESS. The North Star Mall Loan documents
     permit, among other things, (a) the pledge of direct or indirect equity
     interests in the borrower in connection with Permitted Mezzanine Debt, (b)
     the pledge of indirect interests in the borrower to secure certain
     inter-affiliate debt, (c) the pledge by certain permitted equityholders of
     the borrower of indirect interests in the borrower in connection with the
     pledge of all or substantially all of the assets of such equityholder to
     secure debt of such equityholder, and (d) the pledge of direct or indirect
     equity interests in certain permitted equityholders of the borrower, or
     issuance by such equityholders of preferred equity, or debt granting
     similar rights as preferred equity. "PERMITTED MEZZANINE DEBT" means
     indebtedness of a direct or indirect owner of the borrower that is secured
     by a pledge of the direct or indirect equity interests in the borrower;
     provided that (i) written Rating Agency confirmation that such debt would
     not result in the downgrade, withdrawal or qualification of the then
     current ratings of the series 2005-GG3 certificates issued has been
     obtained and (ii) the property meets certain performance requirements
     specified in the North Star Mall Loan Agreement, including: (A) the
     aggregate loan-to-value ratio of the North Star Mall Loan and the mezzanine
     loan is not in excess of 75%, and (B) the aggregate debt-service-coverage-
     ratio of the North Star Mall Loan and the mezzanine loan for the
     immediately preceding twelve month period ending on the last day of a
     fiscal quarter is not less than 1.25x based on the actual loan constant
     and not less than 0.95 based on an assumed loan constant of 8.75%.

Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

                                      -19-



TEN LARGEST MORTGAGE LOANS - NORTH STAR MALL
--------------------------------------------------------------------------------


o    TERRORISM INSURANCE. The North Star Mall Loan documents require that,
     during the policy year in which the loan origination occurred, the borrower
     will maintain terrorism insurance in an amount equal to 100% of the
     replacement cost of the North Star Mall Property and 100% of the projected
     annual gross rental income from the North Star Mall Property from the date
     of the casualty to the date that the North Star Mall Property is repaired
     or replaced and operations are resumed plus 60 days after the completion of
     restoration. After such policy year, the borrower is required to use
     commercially reasonable efforts to maintain such coverage at all times
     while the North Star Mall Loan is outstanding, provided such coverage is
     available at commercially reasonable rates. In the event that coverage for
     terrorism is not included as part of the "all risk" and business
     income/rental-loss insurance policies, the borrower will be required to
     purchase terrorism insurance as a separate policy.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -20-



TEN LARGEST MORTGAGE LOANS - GRAND CANAL SHOPPES AT THE VENETIAN
--------------------------------------------------------------------------------


[PHOTOS OMITTED]


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -21-



TEN LARGEST MORTGAGE LOANS - GRAND CANAL SHOPPES AT THE VENETIAN
--------------------------------------------------------------------------------


[MAPS OMITTED]


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.




                                      -22-


TEN LARGEST MORTGAGE LOANS - GRAND CANAL SHOPPES AT THE VENETIAN
--------------------------------------------------------------------------------


----------------------------------------------------------
                  PROPERTY INFORMATION

Number of Mortgaged Real Properties                     1
Location (City/State)                   Las Vegas, Nevada
Property Type                                      Retail
Size (sf)                                         536,890
Percentage Occupancy as of May 17, 2004             98.1%
Year Built                                           1999
Appraisal Value                              $766,000,000
Underwritten Occupancy                              95.0%
Underwritten Revenues                         $60,543,181
Underwritten Total Expenses                   $18,859,673
Underwritten Net Operating Income (NOI)       $41,683,508
Underwritten Net Cash Flow (NCF)              $41,156,000
----------------------------------------------------------


----------------------------------------------------------
              MORTGAGE LOAN INFORMATION


Originator                                      Archon
Cut-off Date Principal Balance(1)         $234,752,792
Cut-off Date Principal Balance
  PSF/Unit                                     $787.78
Percentage of Initial Mortgage
  Pool Balance                                    6.5%
Number of Mortgage Loans                             1
Type of Security                       Fee & Leasehold
Mortgage Rate                                    4.78%
Original Term to Maturity (Months)                  59
Original Amortization Term (Months)                360
Cut-off Date LTV Ratio                          50.43%
LTV Ratio at Maturity                           51.32%
Underwritten DSCR on NOI                         1.70x
Underwritten DSCR on NCF                         1.68x
Shadow Rating(2)                            "A" / "A3"
----------------------------------------------------------


------------------------------------

(1)  The $237,000,000 loan represents a 55.5% interest in a $427,000,000 loan.
     The LTV, DSCR and debt service in this table are based on the total
     $427,000,000 financing reduced by the $37,000,000 performance guarantee
     described under "--Performance Guarantee" below. The Cut-Off Date LTV (not
     reduced by the $37,000,000 performance guarantee) is 55.22%. The DSCR (not
     reduced by the $37,000,000 performance guarantee) is 1.53x.
(2)  S&P and Moody's have confirmed that the Grand Canal Shoppes at the Venetian
     Trust Loan has, in the context of its inclusion in the trust, credit
     characteristics consistent with that of an obligation rated "A" by S&P, and
     "A3" by Moody's.

o    THE LOAN. The mortgage loan (the "GRAND CANAL SHOPPES AT THE VENETIAN TRUST
     LOAN") is evidenced by four notes, each of which is secured by a first
     mortgage encumbering the regional mall located at 3355 Las Vegas Blvd S,
     Las Vegas, Nevada and a leasehold interest in certain property located
     within the Venetian Hotel (the "GRAND CANAL SHOPPES AT THE VENETIAN
     Property"). The Grand Canal Shoppes at the Venetian Trust Loan represents
     approximately 6.5% of the initial mortgage pool balance. The Grand Canal
     Shoppes at the Venetian Trust Loan was originated on May 17, 2004 by Archon
     Financial, L.P. and was subsequently purchased by Goldman Sachs Mortgage
     Company, and is now jointly owned by Goldman Sachs Mortgage Company and
     Commerzbank AG, New York Branch, each having a 76.6% and 23.4% interest,
     respectively, in the Grand Canal Shoppes at the Venetian Trust Loan. The
     Grand Canal Shoppes at the Venetian Trust Loan had an original principal
     balance of $237,000,000 and a principal balance as of the cut-off date of
     $234,752,792, and an interest rate of 4.78%. The Grand Canal Shoppes at the
     Venetian Trust Loan facilitated the acquisition of the property for a
     purchase price of $766,000,000.

     The Grand Canal Shoppes at the Venetian Trust Loan consists of four of six
     pari passu mortgage loans totaling $427,000,000. The other mortgage loans
     secured by the Grand Canal Shoppes at the Venetian Property (the "GRAND
     CANAL SHOPPES AT THE VENETIAN COMPANION LOANS" and together with the Grand
     Canal Shoppes at the Venetian Trust Loan, the "GRAND CANAL SHOPPES AT THE
     VENETIAN LOAN GROUP") are each pari passu in right of payment with the
     Grand Canal Shoppes at the Venetian Trust Loan. The Grand Canal Shoppes at
     the Venetian Trust Loan is represented by note A3, note A4, note A5 and
     note A6 with an original principal balance of $134,016,393.44,
     $40,983,606.56, $47,480,093.68 and $14,519,906.32, respectively. Note A1
     and note A2 have an original principal balance of $145,503,512.88 and
     $44,496,487.12, respectively. Note A1 and note A2 are currently included in
     the GS Mortgage Securities Corporation II Series 2004-GG2 trust. The Grand
     Canal Shoppes at the Venetian Trust Loan and each Grand Canal Shoppes at
     the Venetian Companion Loan have the same interest rate, maturity date and
     amortization term.

     The Grand Canal Shoppes at the Venetian Trust Loan will be an asset of the
     trust. The holders of the series 2005-GG3 certificates will be entitled to
     receive all amounts received in respect of the Grand Canal Shoppes at the
     Venetian Trust Loan. The Grand Canal Shoppes at the Venetian Companion
     Loans will not be assets of the trust.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -23-


TEN LARGEST MORTGAGE LOANS - GRAND CANAL SHOPPES AT THE VENETIAN
--------------------------------------------------------------------------------

     The Grand Canal Shoppes at the Venetian Trust Loan and the Grand Canal
     Shoppes at the Venetian Companion Loans are governed by an intercreditor
     agreement, as described in the prospectus supplement under "Description of
     the Mortgage Pool--Split Loan Structure" and will be serviced pursuant to
     the terms of the pooling and servicing agreement of the GS Mortgage
     Securities Corporation II Series 2004-GG2 trust.

     The Grand Canal Shoppes at the Venetian Trust Loan had an initial term of
     59 months and has a remaining term of 51 months. The Grand Canal Shoppes at
     the Venetian Trust Loan requires payments of interest and principal based
     on a 360-month schedule. The scheduled maturity date is May 1, 2009.
     Voluntary prepayment of the Grand Canal Shoppes at the Venetian Trust Loan
     is prohibited until the payment date in January 2009 and permitted
     thereafter without penalty. Defeasance with United States government
     securities is permitted on any date after the second anniversary of the
     closing date.

o    THE PROPERTY. The Grand Canal Shoppes at the Venetian Property is a
     high-end retail mall situated within The Venetian Casino Resort (the
     "VENETIAN") on Las Vegas Boulevard in Las Vegas, Nevada. The Grand Canal
     Shoppes at the Venetian Property has a Renaissance-Venice streetscape
     motif. Decorative features include a painted vaulted ceiling, cobblestone
     floor tiling, "piazza"-style retail store groupings, and arched bridges
     over a winding quarter-mile long Venetian-themed indoor water canal running
     the length of the main mall corridor. The Grand Canal Shoppes at the
     Venetian Property contains a total of 536,890 sf of Gross Leasable Area
     (GLA) in components including: 407,103 sf located on the second and third
     floors of the Venetian (the "MAIN MALL"), a 38,074 sf, three-level retail
     annex (the "RETAIL ANNEX") with direct frontage on Las Vegas Boulevard, and
     91,713 sf of GLA located on the first floor of the Venetian around the
     perimeter of the Venetian Casino (the "CASINO LEVEL SPACE").

     Retail tenants (with less than 10,000 sf) report average sales of $1,008
     psf. Occupancy costs, based on underwritten rent and recoveries, are
     approximately 13.9% for such retail space.

     Tenants of the Main Mall include Banana Republic, New Balance, Brookstone,
     Kenneth Cole and Ann Taylor as well as boutique offerings such as Davidoff,
     Il Prato, Jimmy Choo, BCBG Max Azria, Mikimoto, Burberry and Dooney &
     Bourke. The Main Mall also houses eight restaurants including Wolfgang
     Puck's Postrio, Zefferino Restaurant and Canaletto while the Casino Level
     Space includes nine restaurants such as Lutece, Delmonico Steakhouse,
     Valentino and AquaKnox.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -24-


TEN LARGEST MORTGAGE LOANS - GRAND CANAL SHOPPES AT THE VENETIAN
--------------------------------------------------------------------------------

The following table presents certain information relating to the major tenants
at the Grand Canal Shoppes at the Venetian Property:





                                 TEN LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN TOTAL RENT(1)


                                                                                                   ANNUALIZED
                                                                                    % OF TOTAL    UNDERWRITTEN
                              CREDIT RATING                          ANNUALIZED     ANNUALIZED    TOTAL RENT
                                 (FITCH/      TENANT       % OF     UNDERWRITTEN   UNDERWRITTEN     ($ PER        LEASE
        TENANT NAME           MOODY'S/ S&P)     NRSF       NRSF      TOTAL RENT     TOTAL RENT        NRSF)     EXPIRATION
---------------------------   -------------   -------      -----   ------------     ----------     ----------   ----------

Diamond Resorts
   International(2)           BBB/Baa2/BBB+    10,150       1.9%    $ 4,000,000         8.8%          $394.09   12/31/2013
Emporio D'Gondola(3)(4)          NR/NR/NR         922       0.2%     3,500,000          7.7%         3,796.10   12/31/2028
VCR Showroom(4)(5)               NR/NR/NR      38,920       7.2%     3,300,000          7.3%            84.79   12/31/2028
Tao Restaurant & Nightclub       NR/NR/NR      43,679       8.1%     1,750,000          3.9%            40.07   12/31/2013
Sephora                          NR/NR/NR      10,074       1.9%     1,400,000          3.1%           138.97   12/31/2011
Grand Lux Cafe                   NR/NR/NR      19,100       3.6%     1,328,309          2.9%            69.54   12/31/2019
Delmonico Steakhouse             NR/NR/NR      12,750       2.4%     1,018,336          2.2%            79.87   12/31/2009
Regis Galerie                    NR/NR/NR      10,711       2.0%       854,709          1.9%            79.80   12/31/2009
Zeffirino Restaurant             NR/NR/NR      14,585       2.7%       816,760          1.8%            56.00   12/31/2009
Venetzia                         NR/NR/NR         731       0.1%       764,947          1.7%         1,046.44   12/31/2009
                                              -------      -----   -----------       -------         --------
TOTAL LARGEST TENANTS                         161,622      30.1%   $18,733,061         41.3%          $115.91
Remaining Owned Tenants                       365,160      68.0%    26,606,289         58.7%            72.86
Vacant Spaces (Owned Space)                    10,108       1.9%             0          0.0%             0.00
                                              -------     ------   -----------       -------         --------
TOTAL ALL TENANTS                             536,890     100.0%   $46,339,350        100.0%           $86.07
                                              =======     ======   ===========       =======         ========



------------------------------------

(1)  Total Rent includes $35,662,028 of Base Rent and $9,677,322 of Percentage
     Rent and $1,000,000 of Specialty Leasing Rent.
(2)  Diamond Resorts International (whose parent company is Marriott
     International and guarantees the lease) operates a business selling
     time-share properties out of three small retail kiosks in the Main Mall.
(3)  Emporio D'Gondola operates the gondola ride and related small retail shop
     within the Main Mall.
(4)  Emporio D'Gondola and the VCR Showroom are leased by the Venetian Casino
     Resort, LLC which is owned by Las Vegas Sands, Inc. (NYSE: LVS) whose
     principal shareholder is Sheldon G. Adelson.
(5)  VCR Showroom is a 12,000 seat theater, a portion of which is owned by the
     borrower and leased to the Venetian Casino's Resort, LLC.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -25-


TEN LARGEST MORTGAGE LOANS - GRAND CANAL SHOPPES AT THE VENETIAN
--------------------------------------------------------------------------------

The following table presents certain information relating to the lease rollover
schedule at the Grand Canal Shoppes at the Venetian Property:




                          LEASE EXPIRATION SCHEDULE(1)


                                                                                           % OF TOTAL     ANNUALIZED
                                                                            ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                                                 % OF        CUMULATIVE    UNDERWRITTEN   UNDERWRITTEN    TOTAL RENT
  YEAR ENDING DECEMBER 31,    EXPIRING NRSF   TOTAL NRSF    OF TOTAL NRSF  TOTAL RENT(2)   TOTAL RENT    ($ PER NRSF)
  ------------------------    -------------   ----------    -------------  -------------   ----------    ------------

2004 (includes MTM)                2,627           0.5%           0.5%         $701,933          1.5%        $267.20
2005                               5,231           1.0%           1.5%          502,975          1.1%          96.15
2006                               9,620           1.8%           3.3%          717,970          1.6%          74.63
2007                               8,096           1.5%           4.8%          979,706          2.2%         121.01
2008                              11,579           2.2%           6.9%          761,450          1.7%          65.76
2009                             215,448          40.1%          47.0%       17,491,122         38.6%          81.18
2010                              42,005           7.8%          54.9%        2,982,902          6.6%          71.01
2011                              13,200           2.5%          57.3%        1,879,107          4.1%         142.36
2012                                   0           0.0%          57.3%                0          0.0%           0.00
2013                             101,151          18.8%          76.2%        8,879,820         19.6%          87.79
2014 & Thereafter                117,825          21.9%          98.1%       10,442,366         23.0%          88.63
Vacant                            10,108           1.9%         100.0%                0          0.0%           0.00
                                 -------         ------         ------      -----------        ------         ------
TOTAL                            536,890         100.0%         100.0%      $45,339,350        100.0%         $86.07
                                 =======         =====          ======      ===========        ======         ======



------------------------------------

(1)  Calculated based on approximate percentage sf occupied by each tenant.
(2)  Total Rent includes $35,662,028 of Base Rent and $9,677,322 of Percentage
     Rent.

o    THE BORROWER. The borrower is Grand Canal Shops II, LLC, a single-asset,
     special-purpose entity. Legal counsel to the borrower delivered a
     non-consolidation opinion in connection with the origination of the Grand
     Canal Shoppes at the Venetian Trust Loan. The borrower is indirectly
     wholly-owned by GGP Holding II, Inc., the common stock of which is
     wholly-owned by GGP Holding, Inc., the common stock of which is
     wholly-owned by GGP Limited Partnership, a subsidiary of General Growth
     Properties, Inc. There is no guarantor of the non-recourse carve-outs of
     the Grand Canal Shoppes at the Venetian Trust Loan.

o    ESCROWS. The loan documents provide during a Grand Canal Shoppes at the
     Venetian Cash Sweep Period for certain escrows of real estate taxes and
     insurance, tenant improvements and leasing commissions and capital
     expenditures. A "GRAND CANAL SHOPPES AT THE VENETIAN CASH SWEEP PERIOD"
     means the period during the continuance of an event of default under the
     Grand Canal Shoppes at the Venetian Trust Loan and/or if, beginning on June
     30, 2005, the net-operating income at the end of any fiscal quarter of the
     borrower of the Grand Canal Shoppes at the Venetian Property for the prior
     twelve-month period is less than 80% of the net operating income at
     origination (origination date NOI) until the net-operating income as of the
     end of the fiscal quarter of the borrower of the Grand Canal Shoppes at the
     Venetian Property for the prior twelve-month period is at least equal to
     80% of the net operating income at origination. Notwithstanding the
     foregoing, the borrower is not required to make deposits into the insurance
     reserve if the insurance escrow account under the reciprocal easement
     agreement is being maintained and each party thereto is making any required
     deposits. Additionally, GGP Holding, Inc., an affiliate of the borrower,
     has provided a guarantee of certain unfunded obligations of the borrower
     relating to tenant leases.

o    LOCK BOX AND CASH MANAGEMENT. The loan requires a hard lock box, which is
     already in place. The loan documents require the borrower to direct the
     tenants to pay their rents directly to a lender-controlled sweep account.
     The loan documents also require that all cash revenue received by the
     borrower or the property manager (other than security deposits) be
     deposited into the lender-controlled sweep account within two business days
     after receipt. Unless a Grand Canal Shoppes at the Venetian Cash Sweep
     Period is continuing, on each business day any amounts in the
     lender-controlled sweep account are swept to an account specified by the


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                     -26-


TEN LARGEST MORTGAGE LOANS - GRAND CANAL SHOPPES AT THE VENETIAN
--------------------------------------------------------------------------------

     borrower. During any Grand Canal Shoppes at the Venetian Cash Sweep Period,
     on each business day any amounts in the lender-controlled sweep account are
     swept to a lender-controlled cash management account. All amounts remaining
     in the lender-controlled cash management account after payment of the
     monthly debt service, all required reserves as described above and any
     other amounts due under the Grand Canal Shoppes at the Venetian Trust Loan
     will be remitted to an account designated by the borrower. After the
     occurrence and during the continuation of an event of default, all amounts
     remaining in the lender-controlled cash management account after payment of
     the monthly debt service, all required reserves as described above and any
     other amounts due under the Grand Canal Shoppes at the Venetian Trust Loan
     are required to be deposited into a reserve account and held as additional
     collateral for the loan except that prior to an acceleration or monetary
     event of default, the lender is required to disburse funds against invoices
     for operating expenses pursuant to a budget approved by lender.

o    PROPERTY MANAGEMENT. The Grand Canal Shoppes at the Venetian Property may
     be self-managed or may be managed by certain affiliates of borrower or a
     manager or any management company for whom each Rating Agency has confirmed
     in writing will not cause the downgrade, withdrawal or qualification of
     then current ratings of any class of the series 2005-GG3 certificates or
     the GS Mortgage Securities Corporation II, commercial mortgage pass-through
     certificates, series 2004-GG2. The Grand Canal Shoppes at the Venetian
     Property is currently self-managed. The lender may require the borrower to
     cease managing the property or replace the property manager if an event of
     default under the Grand Canal Shoppes at the Venetian Trust Loan has
     occurred and is continuing. The fees of any successor manager during the
     continuance of a Grand Canal Shoppes at the Venetian Cash Trap Period may
     not exceed market rates for comparable properties in the applicable
     geographic area.

o    MASTER LEASE. The borrower net leases the Casino Level Space pursuant to a
     master lease with Venetian Casino Resort, LLC. The master lease has a
     remaining term of approximately 89 years and an annual rent of $1 per year.
     The borrower is responsible for paying all taxes and expenses relating to
     the Casino Level Space, and at the expiration of the term of the master
     lease has the option to purchase fee title to the Casino Level Space for a
     nominal exercise price. Generally, the master lease requires that any
     portion of the Casino Level Space that is currently used as restaurant or
     retail venue continue to be used for such purpose. Additionally, new
     restaurant tenants (other than tenants to be located in the food court
     located in the casino level space) are required to meet certain quality
     standards and may not be part of a franchised chain.

o    RECIPROCAL EASEMENT AGREEMENT. The borrower is a party to a reciprocal
     easement agreement with respect to the Grand Canal Shoppes at the Venetian
     Property which governs the interrelationship between the Grand Canal
     Shoppes at the Venetian Property and the Venetian. Under the reciprocal
     easement agreement, the borrower covenants to continuously operate the
     Grand Canal Shoppes at the Venetian Property and has agreed to maintain the
     quality standards of the tenant mix at the property. In addition, the
     borrower is prohibited from leasing space to competitors of the Venetian
     and other businesses inconsistent with such quality standards. Casualty and
     business interruption insurance coverage for the Grand Canal Shoppes at the
     Venetian Property is currently provided by a blanket insurance policy
     covering the Venetian and meeting the requirements under the reciprocal
     easement agreement. Proceeds of such insurance, as well as condemnation
     proceeds, are required to be administered in accordance with the provisions
     of the reciprocal easement agreement. Under the reciprocal easement
     agreement, a transfer of the Grand Canal Shoppes at the Venetian Property
     (other than to lender (or a subsequent transferee) in connection with
     foreclosure of a mortgage secured by the property) is subject to a right of
     first offer in favor of the owner of the Venetian. Additionally, the owner
     of the Venetian Casino Resort has the right to cure certain defaults of
     borrower under the Grand Canal Shoppes at the Venetian Casino Loan Group
     and, in the case of an acceleration of the Grand Canal Shoppes at the
     Venetian Loan Group, has the right, subject to satisfaction of certain
     conditions, to purchase the Grand Canal Shoppes at the Venetian Loan Group
     at a price equal to the sum of (1) the principal balance of the Grand Canal
     Shoppes at the Venetian Loan Group,



Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -27-


TEN LARGEST MORTGAGE LOANS - GRAND CANAL SHOPPES AT THE VENETIAN
--------------------------------------------------------------------------------


     (2) accrued and unpaid interest on the Grand Canal Shoppes at the Venetian
     Loan Group, (3) all other amounts owed by the borrower under the loan
     documents as of the date of the purchase and (4) all reasonable fees and
     expenses incurred by the lender in connection with the purchase.


o    NEW RETAIL FACILITY. The owners of the Venetian are developing a hotel,
     casino and retail complex adjacent to the Venetian, which is currently
     scheduled to be completed in the second quarter of 2007. An affiliate of
     the borrower has entered into a forward commitment to purchase the retail
     complex (which will be contiguous with the Grand Canal Shoppes at the
     Venetian Property), subject to satisfaction of certain conditions. Upon
     completion, the parties have agreed to operate the Grand Canal Shoppes at
     the Venetian Property and the new retail complex as an "integrated" mall,
     including, among other things, providing for joint maintenance, leasing,
     marketing, management and operation. In the event borrower's affiliate
     defaults in its obligation to purchase the new retail complex, among other
     remedies, the owner of the Venetian may purchase the equity interests in
     the borrower for a purchase price not less than the then-outstanding
     principal amount of the Grand Canal Shoppes at the Venetian Loan Group.

o    PERFORMANCE GUARANTEE. GGP Holdings, Inc., an affiliate of the borrower,
     has provided a performance guarantee of the Grand Canal Shoppes at the
     Venetian Loan Group in the amount of $37,000,000, which amount will be
     reduced without reinstatement on a quarterly basis by an amount equal to
     (i) the product of (a) trailing 12-month actual net operating income for
     the most recently ended quarter less $43,700,000 multiplied by (b) 9.0 less
     (ii) any reduction amounts applied at a prior determination date.

o    MEZZANINE OR SUBORDINATE INDEBTEDNESS. The Grand Canal Shoppes at the
     Venetian loan documents permit, among other things, (a) the pledge of
     indirect interests in the borrower to secure certain inter-affiliate debt
     and (b) the pledge of direct interests in borrower, or issuance by borrower
     of preferred equity, or debt granting similar rights as preferred equity,
     so long as confirmation is received from each rating agency that the debt
     would not result in the downgrade, withdrawal or qualification of then
     then-current ratings on the certificates. In addition, as described above
     under "--New Retail Facility," under certain circumstances, the owner of
     the Venetian may purchase equity interests in the borrower.

o    TERRORISM INSURANCE. The loan documents require the borrower to maintain
     insurance coverage for terrorism, satisfactory to lender (either through
     such policies not containing a terrorism exclusion, or through separate
     policies from insurers with ratings reasonably satisfactory to lender). The
     borrower is required to maintain the terrorism insurance described in the
     preceding sentence for the year in which the origination date occurs and
     thereafter is required to use commercially reasonable efforts, consistent
     with those of prudent owners of institutional quality commercial real
     estate, to maintain such terrorism coverage at all times while the Grand
     Canal Shoppes at the Venetian Loan Group is outstanding, provided that such
     coverage is available at commercially reasonable rates. See "Risk
     Factors--Property Insurance" in the prospectus supplement. The terrorism
     coverage is currently provided by a blanket insurance policy covering the
     Venetian and meeting requirements under the reciprocal easement agreement.
     Proceeds of such insurance are required to be administered in accordance
     with the provisions of the reciprocal easement agreement, with an amount of
     up to the first $120,000,000 being paid to lender, with remaining proceeds
     then being distributed in accordance with the reciprocal easement
     agreement.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL





REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -28-



TEN LARGEST MORTGAGE LOANS - 1440 BROADWAY
--------------------------------------------------------------------------------


[PHOTO OMITTED]



Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -29-



TEN LARGEST MORTGAGE LOANS - 1440 BROADWAY
--------------------------------------------------------------------------------


[MAP OMITTED]



Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -30-


TEN LARGEST MORTGAGE LOANS - 1440 BROADWAY
--------------------------------------------------------------------------------


----------------------------------------------------------
                  PROPERTY INFORMATION

Number of Mortgaged Real Properties                     1
Location (City/State)                  New York, New York
Property Type                                      Office
Size (sf)                                         741,915
Percentage Occupancy as of November
  1, 2004                                           96.6%
Year Built / Renovated                        1928 / 2001
Appraisal Value                              $300,000,000
Underwritten Occupancy                              95.0%
Underwritten Revenues                        $ 33,242,160
Underwritten Total Expenses                  $ 11,765,048
Underwritten Net Operating Income
  (NOI)                                      $ 21,477,112
Underwritten Net Cash Flow (NCF)             $ 20,469,980
----------------------------------------------------------

----------------------------------------------------------
              MORTGAGE LOAN INFORMATION

Originator                                        GCFP
Cut-off Date Principal Balance            $225,000,000
Cut-off Date Principal Balance
  PSF/Unit                                     $303.27
Percentage of Initial Mortgage
  Pool Balance                                    6.2%
Number of Mortgage Loans                             1
Type of Security                            Fee Simple
Mortgage Rate                                    5.78%
Original Term to Maturity (Months)                 120
Original Amortization Term                  36 IO; 360
  (Months)                                  thereafter
Cut-off Date LTV Ratio                          75.00%
LTV Ratio at Maturity                           67.48%
Underwritten DSCR on NOI                         1.36x
Underwritten DSCR on NCF                         1.29x
----------------------------------------------------------


o    THE LOAN. The mortgage loan (the "1440 BROADWAY TRUST LOAN") is evidenced
     by a single note and is secured by a first mortgage encumbering an office
     building located at 1440 Broadway, New York, New York (the "1440 BROADWAY
     PROPERTY"). The 1440 Broadway Trust Loan represents approximately 6.2% of
     the initial mortgage pool balance. The 1440 Broadway Trust Loan is expected
     to be originated on February 9, 2005, with an original principal balance of
     $225,000,000, a principal balance as of the cut-off date of $225,000,000,
     and an interest rate of 5.78% per annum. The DSCR and LTV on the 1440
     Broadway Trust Loan are 1.29x and 75.00%, respectively. The proceeds of the
     1440 Broadway Trust Loan will be used to refinance an existing loan.

     The 1440 Broadway Trust Loan is the senior portion of a whole mortgage loan
     with an original principal balance of $240,000,000. The companion loan to
     the 1440 Broadway Trust Loan is evidenced by a separate note with an
     original principal balance of $15,000,000 and a principal balance as of the
     cut-off date of $15,000,000 and an interest rate of 5.78% per annum (the
     "1440 BROADWAY SUBORDINATE COMPANION LOAN"). The 1440 Broadway Subordinate
     Companion Loan is not an asset of the trust. The 1440 Broadway Trust Loan
     and the 1440 Broadway Subordinate Companion Loan (collectively, the "1440
     BROADWAY LOAN GROUP") are governed by a co-lender agreement, as described
     in the prospectus supplement under "Description of the Mortgage Pool--Split
     Loan Structure" and will be serviced pursuant to the terms of the 2005-GG3
     pooling and servicing agreement. The DSCR and LTV on the 1440 Broadway Loan
     Group are 1.21x and 80.0%, respectively.

     The 1440 Broadway Trust Loan has an initial and remaining term of 120
     months. The loan is interest-only for the first 36 months and amortizes
     thereafter based on a 360-month schedule, with required monthly payments of
     $1,317,330.08 beginning April 6, 2008. The scheduled maturity date is March
     6, 2015. Voluntary prepayment of the 1440 Broadway Trust Loan is prohibited
     prior to the payment date in December 2014 and permitted on such payment
     date and thereafter without penalty. Defeasance with United States
     government securities is permitted from March 6, 2007.


o    THE PROPERTY. The 1440 Broadway Property is a 741,915 square foot pre-war
     25-story multi-tenant office building that is located on the northeast
     corner of 40th street and Broadway in New York City, New York. The 1440
     Broadway Property was built in 1928 and underwent a substantial renovation
     in 2000-2001. The building is located one block south of Times Square with
     partial northern exposure along 41st Street and maintains a wedding-cake
     setback design that begins to recede above the 18th floor. The average
     floor plates are between 20,000 and 35,000 sf between floors 2 and 24 and
     approximately 16,000 on the 24th and 25th floors. The building has 12
     passenger elevators and 2 freight elevators. The area surrounding the 1440
     Broadway Property has amenities including restaurants and theaters.
     Additionally, the building has good public transportation access via the
     west side subway lines, the 42nd Street subway shuttle, cross-town buses
     and is in walking distance to both Penn Station and Grand Central Station.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -31-


TEN LARGEST MORTGAGE LOANS - 1440 BROADWAY
--------------------------------------------------------------------------------

     As of November 1, 2004, the 1440 Broadway Property was 96.6% leased.

     The following table presents certain information relating to the major
tenants at the 1440 Broadway Property:




                                                                                           % OF
                                                                                           TOTAL          ANNUALIZED
                             CREDIT RATING                               ANNUALIZED      ANNUALIZED      UNDERWRITTEN
                            (FITCH/MOODY'S/    TENANT        % OF       UNDERWRITTEN    UNDERWRITTEN      BASE RENT       LEASE
       TENANT NAME             S&P)(1)          NRSF         NRSF       BASE RENT ($)     BASE RENT      ($ PER NRSF)   EXPIRATION
-----------------------     ---------------   --------       ------     ------------      ---------     -------------   ----------

About.Com (Primedia)           NR/B3/B         206,801        27.9%      $9,697,167           33.5%        $46.89       10/31/2015
Advance Magazine               NR/NR/NR
   Publishers, Inc.                            117,684        15.9%       4,687,724           16.2%         39.83        4/30/2016
Federated                   BBB+/Baa1/BBB+      69,330         9.3%       3,189,180           11.0%         46.00       12/31/2012
Stanley Kaplan                 NR/NR/NR         60,000         8.1%       2,490,000            8.6%         41.50       12/31/2010
Liz Claiborne                NR/Baa2/BBB        92,952        12.5%       2,323,800            8.0%         25.00        1/31/2013
Mizuho Capital                 A-/A1/A-         39,319         5.3%       2,083,907            7.2%         53.00        2/28/2012
                                               -------       -----      -----------          -----         ------
TOTAL LARGEST TENANTS                          586,086        79.0%     $24,471,778           84.5%        $41.75
Remaining Tenants                              130,372        17.6%       4,472,353           15.5%         34.30
Vacant Space                                    25,457         3.4%               0            0.0%          0.00
                                               -------       -----      -----------          -----         ------
TOTAL ALL TENANTS                              741,915       100.0%     $28,944,131          100.0%        $39.01
                                               =======       =====      ===========          =====         ======




------------------------------------

(1) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.

The following table presents certain information relating to the lease rollover
schedule at the 1440 Broadway Property:




                          LEASE EXPIRATION SCHEDULE(1)


                                                                                     % OF TOTAL       ANNUALIZED
                                                                      ANNUALIZED     ANNUALIZED      UNDERWRITTEN
      YEAR ENDING        EXPIRING         % OF        CUMULATIVE     UNDERWRITTEN   UNDERWRITTEN       BASE RENT
     DECEMBER 31,           NRSF       TOTAL NRSF    OF TOTAL NRSF  BASE RENT ($)     BASE RENT      ($ PER NRSF)
-------------------      --------      ----------    -------------  -------------     ---------      ------------

2005                       13,375         1.8%             1.8%         $906,301          3.1%         $67.76
2006                       84,642        11.4%            13.2%        2,065,830          7.1%          24.41
2007                         0            0.0%            13.2%                0          0.0%           0.00
2008                       2,509          0.3%            13.5%          186,621          0.6%          74.38
2009                        950           0.1%            13.7%           72,362          0.3%          76.17
2010                       60,000         8.1%            21.8%        2,490,000          8.6%          41.50
2011                        510           0.1%            21.8%           23,100          0.1%          45.29
2012                      108,649        14.6%            36.5%        5,273,087         18.2%          48.53
2013                       92,952        12.5%            49.0%        2,323,800          8.0%          25.00
2014                       22,384         3.0%            52.0%          608,942          2.1%          27.20
2015 Thereafter           330,487        44.5%            96.6%       14,994,088         51.8%          29.34
Vacant                     25,457         3.4%           100.0%                0          0.0%           0.00
                          -------       -----            -----       -----------        -----          ------
TOTAL                     741,915       100.0%           100.0%      $28,944,131        100.0%         $39.01
                          =======       =====            =====       ===========        =====          ======



------------------------------------

(1) Calculated based on approximate square footage occupied by each tenant.

o    THE BORROWER. The borrower is a single-asset, bankruptcy-remote entity with
     an independent director. Legal counsel to the borrower delivered a
     non-consolidation opinion in connection with the origination of the 1440
     Broadway Trust Loan. The borrower is directly and indirectly owned by (i)
     Max Global LLC, which is controlled by Monday Properties (formerly known as
     Max Capital Management Corporation ("MONDAY"), (ii) The Landis Group
     (and/or family members of Alan Landis), (iii) David Mandelbaum (and/or his
     family members) and (iv) certain other minority investors. Max Global LLC
     indirectly owns approximately 5.1% of the economic interests in the
     borrower. The Landis Group (and/or family members of Alan Landis) and David
     Mandelbaum (and/or his family members) collectively indirectly own
     approximately 86% of the economic interests in the 1440 Broadway Borrower.
     Approximately 4.7% of the economic interests in the borrower is

Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -32-


TEN LARGEST MORTGAGE LOANS - 1440 BROADWAY
--------------------------------------------------------------------------------


     owned by minority investors in a joint venture controlled by The Landis
     Group (and/or family members of Alan Landis) and David Mandelbaum (and/or
     his family members) and a minority economic interest in the borrower is
     owned by an entity owned by Credit Suisse First Boston. Monday and its
     affiliates control and manage the day-to-day operations of the 1440
     Broadway Property. Monday is owned and controlled by Anthony Westreich.
     Monday is a prominent, institutionally sponsored real estate owner/operator
     based in New York, with over $1.5 billion of real estate assets under
     management comprising 4 million square feet. Anthony Westreich guaranteed
     the non-recourse carveouts of the 1440 Broadway Trust Loan. In connection
     with such guaranty, Mr. Westreich is required to maintain $2.5 million in
     liquidity and $40 million in net worth. The Landis Group is a real estate
     development company established by Alan Landis in 1967. The company has
     developed, owned and operated in excess of 10 million sf of class-A space.
     David Mandelbaum has been a member of the law firm of Mandelbaum &
     Mandelbaum, P.C. since 1967. Since 1968, he has been a general partner of
     Interstate (an owner of commercial real estate and an investor in
     securities and partnerships). Mr. Mandelbaum is also a director of
     Alexander's, Inc. and a trustee of Vornado Realty Trust, both real estate
     investment trusts.


o    ESCROWS. The loan documents provide for certain escrows of real estate
     taxes and insurance premiums. Additionally, the loan documents require the
     borrower to make monthly payments totaling $185,484 per year for
     replacement reserves unless the aggregate amount then on deposit in the
     replacement reserve equals or exceeds $400,000 and make monthly payments
     totaling $741,912 per year for a tenant improvement and leasing commission
     reserve unless the aggregate amount then on deposit in the tenant
     improvement and leasing commission reserve equals or exceeds $2,500,000.
     The borrower is also required to deposit any lease termination payments and
     security deposits applied or other payments received on account of lease
     defaults or lease terminations into the tenant improvement and leasing
     commission reserve. The loan documents also provide for an additional
     springing tenant improvement and leasing commission reserve (the "1440
     BROADWAY MAJOR LEASE RESERVE") that will commence upon the earlier of (i)
     any one of the leases (each a, "1440 BROADWAY MAJOR LEASE") to Liz
     Claiborne, Federated, Advanced Magazine Publishers, Stanley Kaplan or
     about.com (Primedia) (each, a "1440 BROADWAY MAJOR TENANT") being
     surrendered, cancelled or terminated prior to its then current expiration
     date, (ii) the date that is 12 months prior to the end of the term of any
     1440 Broadway Major Lease (as extended), (iii) the date required under a
     1440 Broadway Major Lease by which the applicable 1440 Broadway Major
     Tenant is required to give notice of its exercise of a renewal option
     thereunder (and such renewal has not been so exercised), but, with respect
     to all 1440 Broadway Major Leases other than the lease to about.com
     (Primedia) and the lease to Federated, in no event earlier than the date
     that is 12 months prior to the end of the applicable 1440 Broadway Major
     Lease term, (iv) the failure by a 1440 Broadway Major Tenant to pay any
     regularly scheduled payments of "base," "fixed" or "minimum" rent due under
     the applicable 1440 Broadway Major Lease if such failure continues for two
     consecutive months beyond any applicable notice and cure periods under such
     Major Lease or (v) a 1440 Broadway Major Tenant becomes the subject of an
     insolvency proceeding. Upon a 1440 Broadway Major Lease Reserve trigger all
     or a pre-determined portion (for certain 1440 Broadway Major Lease Reserve
     triggers as set forth in the loan documents) of excess cash flow from the
     1440 Broadway Property will be swept into the 1440 Broadway Major Lease
     Reserve until such time the applicable 1440 Broadway Major Lease Reserve
     trigger is no longer in effect or until lender determines that sufficient
     funds or a pre-determined amount (for certain 1440 Broadway Major Lease
     Reserve triggers as set forth in the loan documents) exists in the 1440
     Broadway Major Lease Reserve to pay for anticipated tenant improvement
     costs and leasing commissions with respect to the applicable space.

Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -33-


TEN LARGEST MORTGAGE LOANS - 1440 BROADWAY
--------------------------------------------------------------------------------

o    LOCK BOX AND CASH MANAGEMENT. The loan requires a hard lock box, which is
     already in place. The loan documents require that all rents received by the
     borrower or the property manager be deposited into a lender-controlled
     account (as well as any other rents, receipts, security deposits or
     payments related to lease termination or default) within two business days
     after receipt. Unless a 1440 Cash Trap Period is in effect, any amounts in
     the lender controlled account are required to be swept on a daily basis
     into the borrower's operating account. A "1440 CASH TRAP PERIOD" means any
     period during which (i) an event of default (as defined in the loan
     documents) is continuing, until the event of default is cured, (ii) the
     DSCR (based on actual net cash flow) as of the end of any calendar quarter
     is less than 1.00x, until this DSCR minimum threshold has been achieved as
     of the end of any subsequent calendar quarter, or (iii) during any time
     that a 1440 Broadway Major Lease Reserve is triggered, as described under
     "Escrows" above.

o    PROPERTY MANAGEMENT. Max Property Management, LLC, d/b/a Monday Properties,
     an affiliate of the borrower, is the property manager for the 1440 Broadway
     Property. The lender may replace the property manager upon the occurrence
     and during the continuance of an event of default under the loan agreement,
     if the manager is in material default under the management agreement
     (beyond applicable notice and cure periods), or upon the gross negligence,
     malfeasance or willful misconduct of the manager. Max Property Management,
     LLC manages a portfolio of 3,663,153 sf, and has managed the 1440 Broadway
     Property for two years. The monthly management fee is equal to the greater
     of (i) 3.5% of the gross revenues during the immediately preceding month
     and (ii) $80,000, provided that any management fee in excess of $83,333 a
     month is subordinated to the 1440 Broadway Trust Loan and the 1440 Broadway
     Subordinate Companion Loan.

o    MEZZANINE OR SUBORDINATE INDEBTEDNESS. Prior to the origination of the 1440
     Broadway Trust Loan, the equity owners of the borrower invested additional
     funds in the borrower in the form of a mezzanine loan. The mezzanine loan
     was made by MAXL 1440 Broadway Subordinate Mezzanine LLC to 1440 Broadway
     Subordinate Mezzanine LLC and secured by a pledge of the mezzanine
     borrower's interest in 1440 Broadway Junior Mezzanine LLC (each of such
     entities are indirect owners of the borrower). The mezzanine loan matures
     on January 9, 2023 and, as of the cutoff date, the principal balance on the
     mezzanine loan is $47,329,545. Payments required under the mezzanine loan
     are payable only to the extent there is excess cash flow from the 1440
     Broadway Property. If the mezzanine loan borrower fails to make any
     scheduled payment under the mezzanine loan as a result of insufficient cash
     flow from the 1440 Broadway Property, such a failure does not constitute a
     default under the mezzanine loan. The mezzanine loan and the mezzanine
     lender are subject to a subordination and standstill agreement with the
     lender pursuant to which the mezzanine loan is expressly subordinate (in
     lien and in payment) to the 1440 Broadway Trust Loan and the 1440 Broadway
     Subordinate Companion Loan. The subordination and standstill agreement
     prohibits the mezzanine lender, without lender's consent, from assigning or
     transferring the mezzanine loan, unless the assignment or transfer is of an
     interest in MAXL 1440 Broadway Subordinate Mezzanine LLC and provided no
     such assignment or transfer shall cause an event of default under the 1440
     Broadway Trust Loan documents or violate the transfer limitations set forth
     in the 1440 Broadway Trust Loan documents. Additionally, the subordination
     and standstill agreement also prohibits the mezzanine lender, without
     lender's consent, from (i) materially amending the mezzanine loan
     documents, (ii) exercising any remedies under the mezzanine loan documents,
     including the foreclosure upon the pledged membership interests in 1440
     Broadway Junior Mezzanine LLC, (iii) enforcing any obligations of the
     mezzanine loan borrower under the mezzanine loan and (iv) filing or joining
     in the filing of any insolvency action against the mezzanine loan borrower.
     The mezzanine lender is obligated under the subordination and standstill
     agreement to deliver to any lender refinancing the 1440 Broadway Trust Loan
     a subordination and standstill agreement on substantially the same terms.



Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -34-


TEN LARGEST MORTGAGE LOANS - 1440 BROADWAY
--------------------------------------------------------------------------------


o    TERRORISM INSURANCE. The 1440 Broadway Property is insured against acts of
     terrorism as part of its "all-risk" property coverage. The loan documents
     require the borrower to maintain terrorism insurance in an amount equal to
     100% of the full replacement cost of the 1440 Broadway Property, provided
     that such coverage is available. In the event terrorism insurance is not
     included as part of the "all risk" property policy, the borrower will be
     required to purchase terrorism insurance at a cost up to a premium limit
     equal to 125% of the aggregate property insurance premiums for the prior
     year. See "Risk Factors--Property Insurance" in the Prospectus Supplement.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -35-


TEN LARGEST MORTGAGE LOANS - THE CRESCENT
--------------------------------------------------------------------------------



[PHOTO OMITTED]



Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -36-



TEN LARGEST MORTGAGE LOANS - THE CRESCENT
--------------------------------------------------------------------------------


[MAP OMITTED]



Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -37-


TEN LARGEST MORTGAGE LOANS - THE CRESCENT
--------------------------------------------------------------------------------


----------------------------------------------------------
                  PROPERTY INFORMATION

Number of Mortgaged Real Properties                     1
Location (City/State)                       Dallas, Texas
Property Type                                      Office
Size (sf)                                       1,299,522
Percentage Occupancy as of October
  31, 2004                                          92.1%
Year Built                                           1985
Appraisal Value                              $318,000,000
Underwritten Occupancy                              95.0%
Underwritten Revenues                         $42,474,466
Underwritten Total Expenses                   $17,000,565
Underwritten Net Operating Income
  (NOI)                                       $25,473,901
Underwritten Net Cash Flow (NCF)              $23,478,993
----------------------------------------------------------


----------------------------------------------------------
              MORTGAGE LOAN INFORMATION

Originator                                      Archon
Cut-off Date Principal Balance            $214,770,000
Cut-off Date Principal Balance
  PSF/Unit                                     $165.27
Percentage of Initial Mortgage
  Pool Balance                                    6.0%
Number of Mortgage Loans                             1
Type of Security                            Fee Simple
Mortgage Rate                                    5.00%
Original Term to Maturity (Months)                  83
Original Amortization Term
  (Months)                               Interest Only
Cut-off Date LTV Ratio                          67.54%
LTV Ratio at Maturity                           67.54%
Underwritten DSCR on NOI                         2.34x
Underwritten DSCR on NCF                         2.16x
----------------------------------------------------------


o    THE LOAN. The mortgage loan (the "CRESCENT LOAN") is evidenced by a single
     note and is secured by a first mortgage encumbering the office property
     located at 100-300 and 500 Crescent Court, Dallas, Texas (the "CRESCENT
     PROPERTY"). The Crescent Loan represents approximately 6.0% of the initial
     mortgage pool balance. The Crescent Loan was originated on November 10,
     2004, had an original principal balance and has a principal balance as of
     the cut-off date of $214,770,000, and an interest rate of 5.00%. The
     proceeds of the Crescent Loan were used to acquire the Crescent Property.

     The Crescent Loan had an initial term of 83 months and has a remaining term
     of 81 months. The Crescent Loan requires payments of interest-only for its
     entire term. The scheduled maturity date is the payment date in November
     2011. Voluntary prepayment of the Crescent Loan is permitted after the due
     date in August 2011 without penalty. On any date after the second
     anniversary of the securitization closing date, the borrower may (i)
     defease the Crescent Loan with United States government securities, or (ii)
     prepay the Crescent Loan with the payment of a yield maintenance charge or
     prepayment premium.

o    THE PROPERTY. The Crescent Property is located in the Uptown/Turtle Creek
     Class A office market in Dallas, Texas. The Property is made up of The
     Crescent Office Towers and Atrium. It has 3 contiguous buildings with a
     19-story center structure and two adjoining 18-story structures as well as
     a retail center totaling 1,299,522 sf. The Crescent Property is part of a
     larger project that includes the Crescent Court Hotel, which is not part of
     the collateral. The Crescent Property also has a five-level, 2700 stall,
     underground parking garage. It is located on the edge of Dallas' Central
     Business District, with access to Woodall Rogers Freeway, Dallas North
     Tollway and Central Expressway.

     The Crescent Property was built in 1985. As of October 31, 2004, the
     property was approximately 92.1% leased to 112 tenants. Based on
     information provided by the appraiser, the average occupancy over the past
     11 years at the property is 95.6%. The three largest leases in the building
     represent approximately 17.9% of the space and include leases to Carrington
     Coleman Sloman (6.8% or 87,960 sf), Weil Gotshal & Manges LLP (5.7% or
     74,682 sf) and McKool Smith, PC (5.4% or 70,476 sf).


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -38-



TEN LARGEST MORTGAGE LOANS - THE CRESCENT
--------------------------------------------------------------------------------


     The following table presents certain information relating to the major
tenants at the Crescent Property:




                                 TEN LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT(1)


                               CREDIT RATING                                       % OF TOTAL      ANNUALIZED
                                  (FITCH/                            ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                                 MOODY'S/      TENANT       % OF    UNDERWRITTEN   UNDERWRITTEN    BASE RENT      LEASE
        TENANT NAME               S&P)(2)        NRSF       NRSF     BASE RENT      BASE RENT     ($ PER NRSF)  EXPIRATION
----------------------------   -------------   --------     ----     ---------      ---------     ------------  ----------

Carrington Coleman Sloman        NR/NR/NR        87,960     6.8%     $2,346,862          6.8%         $26.68     4/30/2006
McKool Smith, PC                 NR/NR/NR        70,476     5.4%      2,314,969          6.7%          32.85     2/28/2007
Weil Gotshal & Manges LLP        NR/NR/NR        74,682     5.7%      2,157,592          6.2%          28.89     11/30/2013
Goldman, Sachs & Company        AA-/Aa3/A+       52,171     4.0%      1,620,891          4.7%          31.07     2/28/2011
Sterling Software, Inc.        BBB-/Ba1/BBB-     59,853     4.6%      1,587,550          4.6%          26.52     7/31/2006
HBK Investments, LP              NR/NR/NR        52,470     4.0%      1,492,587          4.3%          28.45     12/31/2014
Rosewood Property Company        NR/NR/NR        52,151     4.0%      1,408,077          4.1%          27.00     12/31/2008
Salomon Smith Barney Inc.       AA+/Aa1/AA-      43,439     3.3%      1,390,809          4.0%          32.02     9/30/2010
Hicks Muse & Co. Inc.            NR/NR/NR        33,946     2.6%      1,167,787          3.4%          34.40     2/28/2014
Stanley Korshak                  NR/NR/NR        49,355     3.8%      1,029,768          3.0%          20.86     12/31/2012
                                              ---------  ------     -----------        -----          ------
TOTAL LARGEST TENANTS                           576,503    44.4%    $16,516,891         47.6%         $28.65
Remaining Owned Tenants                         620,404    47.7%     18,155,122         52.4%          29.26
Vacant Spaces (Owned Space)                     102,615     7.9%              0          0.0%           0.00
                                              ---------   -----     -----------        -----          ------
TOTAL ALL TENANTS                             1,299,522   100.0%    $34,672,013        100.0%         $28.97
                                              =========   =====     ===========        =====          ======



------------------------------------

(1) Calculated based on approximate percentage sf occupied by each tenant.
(2) Certain ratings are those of the parent company whether or not the parent
    guarantees the lease.

The following table presents certain information relating to the lease rollover
schedule at the Crescent Property:




                          LEASE EXPIRATION SCHEDULE(1)


                                                                                          % OF TOTAL     ANNUALIZED
                                                                           ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                              EXPIRING         % OF         CUMULATIVE    UNDERWRITTEN   UNDERWRITTEN     BASE RENT
 YEAR ENDING DECEMBER 31,       NRSF        TOTAL NRSF    OF TOTAL NRSF     BASE RENT      BASE RENT    ($ PER NRSF)
-------------------------       ----        ----------    -------------     ---------      ---------    ------------

2004 (Includes MTM)            31,426          2.4%             2.4%         $479,499        1.4%           $15.26
2005                           79,940          6.2%             8.6%        2,271,232        6.6%            28.41
2006                          215,760         16.6%            25.2%        6,021,517       17.4%            27.91
2007                          110,225          8.5%            33.7%        3,531,890       10.2%            32.04
2008                          170,768         13.1%            46.8%        5,175,973       14.9%            30.31
2009                           47,991          3.7%            50.5%        1,521,009        4.4%            31.69
2010                          107,871          8.3%            58.8%        2,907,417        8.4%            26.95
2011                          115,276          8.9%            67.7%        3,505,022       10.1%            30.41
2012                           97,961          7.5%            75.2%        2,554,745        7.4%            26.08
2013                           85,001          6.5%            81.7%        2,628,124        7.6%            30.92
2014                          110,719          8.5%            90.3%        3,344,576        9.6%            30.21
2015 & Thereafter              23,969          1.8%            92.1%          731,009        2.1%            30.50
Vacant                        102,615          7.9%           100.0%                0        0.0%             0.00
                            ---------        -----            -----       -----------      -----            ------
TOTAL                       1,299,522        100.0%           100.0%      $34,672,013      100.0%           $28.97
                            =========        =====            =====       ===========      =====            ======



------------------------------------

(1) Calculated based on approximate sf occupied by each tenant.

o    THE BORROWER. The borrower is Crescent TC Investors, L.P., a single asset,
     special purpose entity, with an independent director. Legal counsel to the
     borrower delivered a non-consolidation opinion in connection with the
     origination of the Crescent Loan. The borrower is 99.9% owned by Crescent
     Big Tex I, L.P. and 0.1% owned by Crescent TCI GP, LLC. There is no
     guarantor of the non-recourse carve-outs of the Crescent Loan.

o    ESCROWS. The loan documents provide during a Crescent Cash Trap Period for
     certain escrows of real estate taxes and insurance, tenant improvements and
     leasing commissions and capital expenditures. A "CRESCENT


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -39-



TEN LARGEST MORTGAGE LOANS - THE CRESCENT
--------------------------------------------------------------------------------


     CASH TRAP PERIOD" means the period during the continuance of an event of
     default under the Crescent Loan and/or if, beginning on March 31, 2005, the
     net-operating income at the end of any fiscal quarter of the borrower of
     the Crescent Property is less than $17,108,000 until the net-operating
     income for each of two consecutive fiscal quarters following thereafter is
     at least $18,330,000.

o    LOCK BOX AND CASH MANAGEMENT. The loan requires a hard lock box, which is
     already in place. The loan documents require the borrower to direct the
     tenants to pay their rents directly to a lender-controlled account. The
     loan documents also require that all cash revenue received by the borrower
     or the property manager (other than tenant security deposits) be deposited
     into the lender-controlled account within one business day of receipt.
     Unless a Crescent Cash Trap Period is continuing, on each business day any
     amounts in the lender-controlled account are swept to an account specified
     by the borrower. During a Crescent Cash Trap Period, any amounts in the
     lender-controlled account are swept to a lender-controlled cash management
     account. All amounts remaining in the lender-controlled cash management
     account after payment of the monthly debt service, all required reserves as
     described above and any other amounts due under the Crescent Loan will be
     remitted to an account designated by the borrower. After the occurrence and
     during the continuation of an event of default, excess cash remaining in
     the cash management account will not be remitted to the borrower and lender
     may exercise its rights with respect to such collateral in such order of
     priority as lender determines.

o    PROPERTY MANAGEMENT. The Crescent Property is managed by Crescent Property
     Services, Inc., an affiliate of the borrower. The management agreement
     provides for a monthly management fee of three and sixty-seven hundredths
     percent (3.67%) of gross receipts collected by the property manager during
     that month. The lender may replace the property manager: (i) if an event of
     default under the loan agreement is continuing or (ii) if the property
     manager is in default under the management agreement. The management
     agreement will terminate upon a transfer of the Crescent Property or an
     event of default under the Crescent Loan.

o    MEZZANINE OR SUBORDINATE INDEBTEDNESS. The Crescent Loan documents permit
     mezzanine financing secured by the membership or partnership interests in
     the borrower or the owners of the borrower, subject to certain conditions,
     including: (i) the loan to value ratio of the Crescent Loan and the
     mezzanine loan is not in excess of 75%, (ii) the debt-service-coverage-
     ratio for the immediately succeeding twelve month period is not less than
     the debt-service-coverage-ratio as of the origination date (1.46x) and
     (iii) written rating agency confirmation that the debt would not result in
     the downgrade, withdrawal or qualification of the then current ratings of
     any class of the series 2005-GG3 certificates.

o    TERRORISM INSURANCE. The loan documents require the borrower to maintain
     terrorism insurance in an amount equal to 100% of the replacement cost of
     the Crescent Property and, in the event that coverage for terrorism is not
     included as part of the "all-risk" insurance policy, the borrower will be
     required to purchase terrorism insurance as a separate policy, to the
     extent available. In either case, however, the borrower will only be
     required to obtain coverage for terrorism in an amount equal to the lesser
     of: (i) the coverages required for loss or damage by standard perils and
     rental loss and/or business interruption insurance or (ii) an amount equal
     to 150% of the annual insurance premium paid by the borrower. The Crescent
     Property currently has terrorism coverage as part of its "all-risk"
     insurance policy.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.


                                      -40-


TEN LARGEST MORTGAGE LOANS - 498 SEVENTH AVENUE
--------------------------------------------------------------------------------


[PHOTO OMITTED]



Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -41-


TEN LARGEST MORTGAGE LOANS - 498 SEVENTH AVENUE
--------------------------------------------------------------------------------


[MAP OMITTED]



Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -42-


TEN LARGEST MORTGAGE LOANS - 498 SEVENTH AVENUE
--------------------------------------------------------------------------------

----------------------------------------------------------
                  PROPERTY INFORMATION

Number of Mortgaged Real Properties                     1
Location (City/State)                  New York, New York
Property Type                                      Office
Size (sf)                                         876,704
Percentage Occupancy as of November
  1, 2004                                           89.1%
Year Built / Renovated                 1921 / 1998 - 2004
Appraisal Value                              $290,000,000
Underwritten Occupancy                              90.0%
Underwritten Revenues                         $33,012,347
Underwritten Total Expenses                   $13,536,572
Underwritten Net Operating Income
  (NOI)                                       $19,475,775
Underwritten Net Cash Flow (NCF)              $18,050,948
----------------------------------------------------------


----------------------------------------------------------
              MORTGAGE LOAN INFORMATION

Originator                                      Archon
Cut-off Date Principal Balance            $181,500,000
Cut-off Date Principal Balance
  PSF/Unit                                     $207.03
Percentage of Initial Mortgage
  Pool Balance                                    5.0%
Number of Mortgage Loans                             1
Type of Security                            Fee Simple
Mortgage Rate                                    5.04%
Original Term to Maturity (Months)                  60
Original Amortization Term (Months)      Interest Only
Cut-off Date LTV Ratio                          62.59%
LTV Ratio at Maturity                           62.59%
Underwritten DSCR on NOI                         2.10x
Underwritten DSCR on NCF                         1.95x
----------------------------------------------------------


o    THE LOAN. The mortgage loan (the "498 SEVENTH AVENUE LOAN") is evidenced by
     a single note and is secured by a first mortgage encumbering the office
     building located at 498 Seventh Avenue, New York, New York (the "498
     SEVENTH AVENUE PROPERTY"). The 498 Seventh Avenue Loan represents
     approximately 5.0% of the initial mortgage pool balance. The 498 Seventh
     Avenue Loan was originated on December 13, 2004, has an original principal
     balance and a principal balance as of the cut-off date of $181,500,000, and
     an interest rate of 5.04%. The proceeds from the 498 Seventh Avenue Loan
     were used to refinance existing debt on the property.

     The 498 Seventh Avenue Loan has an initial term of 60 months and a
     remaining term of 59 months. The 498 Seventh Avenue Loan requires payments
     of interest-only for its entire term. The scheduled maturity date is the
     payment date in January 2010. Voluntary prepayment of the 498 Seventh
     Avenue Loan is prohibited until the payment date in October 2009 and
     permitted thereafter without penalty. Defeasance with United States
     government securities is permitted at any time after the second anniversary
     of the securitization closing date.

o    THE PROPERTY. The 498 Seventh Avenue Property is a 24-story, 876,704 sf
     office building with grade level retail, located between 36th and 37th
     Streets in Midtown Manhattan, New York, New York.

     The 498 Seventh Avenue Property was built in 1921 and underwent renovation
     between 1998 and 2004. As of November 1, 2004, the property was
     approximately 89.1% leased to 35 tenants. The three largest leases in the
     building represent approximately 46.6% of the space and include leases to
     Bates Advertising USA, Inc. (23.3% or 204,235 sf) (the "BATES LEASE"),
     Massachusetts Mutual Life Insurance (15.5% or 135,469 sf) and The
     Interpublic Group of Companies, Inc. (7.9% or 69,245 sf). In January 2005,
     Group M Worldwide Inc. ("GROUP M") intends to replace Bates Advertising
     USA, Inc. as the tenant under the Bates Lease, and WPP Group US
     Investments, Inc. (BBB/Baa2/BBB+) will guarantee Group M's obligations
     under the Bates Lease.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -43-


TEN LARGEST MORTGAGE LOANS - 498 SEVENTH AVENUE
--------------------------------------------------------------------------------

     The following table presents certain information relating to the major
tenants at the 498 Seventh Avenue Property:




         TEN LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT


                                   CREDIT                                                 % OF TOTAL     ANNUALIZED
                                   RATING                                  ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                                (FITCH/MOODY'S/   TENANT      % OF        UNDERWRITTEN   UNDERWRITTEN    BASE RENT         LEASE
         TENANT NAME               S&P)(2)         NRSF        NRSF        BASE RENT      BASE RENT     ($ PER NRSF)    EXPIRATION
------------------------------  --------------   -------       ----      -------------     ---------     ------------    ----------

Mass Mutual(1)                   AA/Aa3/AAA      135,469       15.5%       $6,131,574        23.5%          $45.26        9/30/2011
Bates / WPP                     BBB/Baa2/BBB+    204,235       23.3%        5,120,964        19.6%           25.07       11/30/2014
Interpublic Group of Companies  BB+/Baa3/BB+      69,245        7.9%        2,659,448        10.2%           38.41       12/31/2014
Hazen & Sawyer, P.C.              NR/NR/NR        62,730        7.2%        1,971,215         7.5%           31.42        3/31/2015
LN Holdings, Inc.                 NR/NR/NR        38,444        4.4%        1,487,770         5.7%           38.70        9/30/2011
Victoria's Secret Stores, Inc.   NR/Baa1/BBB      43,431        5.0%        1,414,375         5.4%           32.57        2/28/2009
Data Broadcasting Corp.           NR/NR/NR        27,386        3.1%          980,419         3.7%           35.80       11/30/2009
Chubb Institute                   NR/NR/NR        24,577        2.8%          976,391         3.7%           39.73       12/31/2011
Siemens Transportation
   Systems, Inc.                  NR/NR/NR        24,487        2.8%          896,045         3.4%           36.59       10/31/2007
Braun Consulting                  NR/NR/NR        16,500        1.9%          681,527         2.6%           41.30        9/30/2008
                                                 -------      ------      -----------       ------          ------
TEN LARGEST TENANTS                              646,504       73.7%      $22,319,728        85.4%          $34.52
Remaining Tenants                                134,374       15.3%        3,826,327        14.6%           28.48
Vacant Space(3)                                   95,826       10.9%                0         0.0%            0.00
                                                 -------      ------      -----------       ------          ------
TOTAL ALL TENANTS                                876,704      100.0%      $26,146,055       100.0%          $33.48
                                                 =======      ======      ===========       ======          ======




------------------------------------

(1)  Mass Mutual is currently subleasing its space to Norton McNaughton of
     Squire and to certain other tenants.
(2)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.
(3)  Includes a 417 sf management office that has no associated rent.

The following table presents certain information relating to the lease rollover
schedule at the 498 Seventh Avenue Property:




                     OFFICE LEASE EXPIRATION SCHEDULE(1)(3)


                                                                                      % OF TOTAL      ANNUALIZED
                                                     CUMULATIVE       ANNUALIZED      ANNUALIZED     UNDERWRITTEN
                             EXPIRING      % OF          OF          UNDERWRITTEN    UNDERWRITTEN      BASE RENT
 YEAR ENDING DECEMBER 31,      NRSF     TOTAL NRSF   TOTAL NRSF       BASE RENT        BASE RENT     ($ PER NRSF)
 ------------------------      ----     ----------   ----------       ---------        ---------     ------------

2004 (Includes MTM)            1,569        0.2%          0.2%                $0           0.0%           $0.00
2005                           6,936        0.8%          1.0%           139,698           0.5%           20.14
2006                           4,521        0.5%          1.5%           162,032           0.6%           35.84
2007                          26,362        3.0%          4.5%           924,145           3.5%           35.06
2008                          31,430        3.6%          8.1%         1,046,884           4.0%           33.31
2009                          87,253       10.0%         18.0%         2,826,391          10.8%           32.39
2010                          53,033        6.0%         24.1%         1,176,302           4.5%           22.18
2011                          96,335       11.0%         35.1%         4,036,486          15.4%           41.90
2012                          27,777        3.2%         38.2%         1,344,391           5.1%           48.40
2013                           6,977        0.8%         39.0%           423,000           1.6%           60.63
2014                         205,936       23.5%         62.5%         5,210,964          19.9%           25.30
2015 & Thereafter            232,749       26.5%         89.1%         8,855,762          33.9%           38.05
Vacant(2)                     95,826       10.9%        100.0%                 0           0.0%            0.00
                             -------      ------        ------       -----------         ------          ------
TOTAL                        876,704      100.0%        100.0%       $26,146,055         100.0%          $33.48
                             =======      ======        ======       ===========         ======          ======


------------------------------------

(1)  Calculated based on approximate square footage occupied by each tenant.
(2)  Includes a 417 sf management office that has no associated rent.
(3)  Adjusted to reflect Norton McNaughton of Squire's new lease agreement,
     which is guaranteed by Jones Apparel Group, to become the direct tenant of
     82,702 sf that it currently subleases from Mass Mutual, upon the expiration
     of the Mass Mutual lease in 2011. The Norton McNaughton of Squire lease
     will expire in 2018.

Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -44-


TEN LARGEST MORTGAGE LOANS - 498 SEVENTH AVENUE
--------------------------------------------------------------------------------

o    THE BORROWER. The borrower is 498 Seventh, LLC, a single-asset,
     special-purpose entity. Legal counsel to the borrower delivered a
     non-consolidation opinion in connection with the origination of the 498
     Seventh Avenue Loan. The borrower is indirectly majority owned by Comfort
     498, Inc., 498 Seventh Avenue, Inc. and SITQ US Investments, Inc. ("SITQ"),
     a subsidiary of Caisse de depot et Placement du Quebec. Loeb Partners
     Realty and Development Corp. ("LOEB") and George Comfort & Sons, Inc.
     ("COMFORT") guaranteed the non-recourse carve-outs of the loan. In addition
     to Comfort and Loeb, SITQ guaranteed non-recourse carve-outs relating to a
     bankruptcy of the borrower.

o    ESCROWS. At origination, the borrower deposited $1,923,029 into a reserve
     for taxes and insurance. The loan documents also provide for the monthly
     escrow of real estate taxes and insurance. The borrower is also required to
     reserve any lease termination payments it may receive in respect of any
     lease, which payments will be released to borrower for application towards
     tenant improvements and leasing commissions incurred in connection with the
     procurement of a replacement tenant. During a Low NOI Period, additional
     reserves in respect of tenant improvements, leasing commissions and capital
     expenditures will be funded out of revenues deposited into the cash
     management account. A "LOW NOI PERIOD" is any period for which (1)
     annualized net operating income of borrower is less than 85% of its net
     operating income as of origination, as measured for any fiscal quarter,
     until net operating income of borrower is at least 85% of its net operating
     income as of origination, as measured for any two fiscal quarters or (2) an
     event of default is continuing under the 498 Seventh Avenue Loan. At
     origination the borrower was required to deposit $1,000,000 into a
     litigation reserve account to be applied toward the satisfaction of
     borrower's remaining liabilities (if any) with respect to the Bates
     Litigation as described under "Litigation" below. In the event it is
     conclusively determined that borrowers liabilities in connection with the
     Bates Litigation exceed $1,000,000, borrower is required to reserve any
     such excess amount from revenues deposited in the cash management account.

o    LOCK BOX AND CASH MANAGEMENT. The loan requires a hard lock box, which is
     already in place. The loan documents require the borrower to direct the
     tenants to pay their rents directly to a lender-controlled account. The
     loan documents also require that all cash revenue received by the borrower
     or the property manager be deposited into the lender-controlled account
     (other than tenant security deposits required to be held in escrow
     accounts) within one business day after receipt. Unless a 498 Seventh
     Avenue Cash Trap Period is continuing, on each business day, any amounts in
     the lender-controlled account, after payment of debt service and required
     reserves, are swept to an account specified by borrower. During any 498
     Seventh Avenue Cash Trap Period, all amounts remaining in the
     lender-controlled account after payment of the taxes, insurance, monthly
     debt service, approved operating expenses, and all other required reserves
     (including capital expenditure, leasing commission, tenant improvement and
     litigation reserves) are required to be deposited into a low-net operating
     income reserve account and held as additional collateral for the loan. A
     "498 SEVENTH AVENUE CASH TRAP PERIOD" is any period for which (1)
     borrower's net operating income is less than 75% of its net operating
     income as of origination, as measured for any fiscal quarter, until
     borrower's net operating income is at least 75% of its net operating income
     as of origination, as measured for any two fiscal quarters, or (2) an event
     of default is continuing under the loan.

o    PROPERTY MANAGEMENT. George Comfort & Sons, Inc. is the property manager
     for the 498 Seventh Avenue Property and is affiliated with the borrower.
     The lender may require the borrower to replace the property manager upon
     the occurrence and during the continuance of an event of default under the
     loan agreement, a default by the property manager under the management
     agreement or a bankruptcy of the property manager. Management fees are
     equal to 2% of total revenues at the 498 Seventh Avenue Property. The
     property manager also collects leasing commissions and an annual fee of
     $20,000 (subject to annual CPI increases) for certain other
     management-related duties.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -45-


TEN LARGEST MORTGAGE LOANS - 498 SEVENTH AVENUE
--------------------------------------------------------------------------------

o    LITIGATION. The borrower is currently involved in litigation with Bates
     Advertising USA, Inc. ("BATES"), the largest tenant at the 498 Seventh
     Avenue Property (the "BATES LITIGATION"). A judgment in the amount of
     $4,529,440.67, plus interest and costs, was entered against borrower in
     favor of Bates in connection with the Bates Litigation. Bates has
     acknowledged in an estoppel certificate provided by Bates to lender that it
     has received rent credits, abatements, offsets and cash in the amount of
     $6,307,456.95 in satisfaction of such judgment; however, the parties
     continue to dispute the award of Bates' legal fees and the payment of
     interest on such fees. The borrower is unaware of the amount of such fees.
     While the lender has taken a reserve of $1,000,000 in respect of the
     disputed legal fees, and the loan documents provide for additional reserves
     if the amount of any final award or settlement related to such fees is in
     excess of $1,000,000, to the extent a docketed judgment creates a lien
     against the real property of a defendant in the State of New York, the
     judgment against the borrower would be prior to the lien of the mortgage
     securing the 498 Seventh Avenue Loan.

o    TERRORISM INSURANCE. The 498 Seventh Avenue Property is insured against
     acts of terrorism as part of its all-risk property insurance. The loan
     documents require the borrower to maintain terrorism insurance providing
     coverage in an amount at least equal to the lesser of the replacement cost
     of the 498 Seventh Avenue Property and the principal amount of the 498
     Seventh Avenue Loan, if and to the extent that such coverage (i) is being
     obtained by prudent owners of real estate in the United States of similarly
     located property of a similar type and quality to the 498 Seventh Avenue
     Property or (ii) is otherwise available for a premium of $350,000. If such
     coverage is not being obtained by prudent owners of real estate in the
     United States or is not otherwise available for a premium of $350,000,
     borrower is required to obtain such insurance as is available for a premium
     of $350,000 from such insurers, and with such coverage, as is acceptable to
     lender.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -46-


TEN LARGEST MORTGAGE LOANS - MALL ST. MATTHEWS
--------------------------------------------------------------------------------


[PHOTOS OMITTED]


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -47-



TEN LARGEST MORTGAGE LOANS - MALL ST. MATTHEWS
--------------------------------------------------------------------------------


[MAP OMITTED]


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -48-


TEN LARGEST MORTGAGE LOANS - MALL ST. MATTHEWS
--------------------------------------------------------------------------------

----------------------------------------------------------
                  PROPERTY INFORMATION

Number of Mortgaged Real Properties                     1
Location (City/State)                         Louisville,
                                                 Kentucky
Property Type                                      Retail
Size (sf)                                         700,908
Percentage Mall Shop Occupancy
   as of November 9, 2004                           99.7%
Year Built/Renovated                   1962 / 1992 & 1998
Appraisal Value                              $226,000,000
Underwritten Occupancy                              95.0%
Underwritten Revenues                         $20,568,962
Underwritten Total Expenses                    $5,397,484
Underwritten Net Operating Income
  (NOI)                                       $15,171,479
Underwritten Net Cash Flow (NCF)              $14,713,125
----------------------------------------------------------


----------------------------------------------------------
              MORTGAGE LOAN INFORMATION

Originator                             Archon/Commerzbank
Cut-off Date Principal Balance              $154,827,634
Cut-off Date Principal Balance
  PSF/Unit                                       $220.90
Percentage of Initial Mortgage
  Pool Balance                                   $220.90
Number of Mortgage Loans                               1
Type of Security                               Leasehold
Mortgage Rate                                     4.805%
Original Term to Maturity (Months)                    60
Original Amortization Term
  (Months)                                           360
Cut-off Date LTV Ratio                            60.77%
LTV Ratio at Maturity                             57.01%
Underwritten DSCR on NOI                           1.75x
Underwritten DSCR on NCF                           1.70x
----------------------------------------------------------



------------------------------------

(1)  The LTV, DSCR and debt service in this table are based on the total
     $155,000,000 financing reduced by the $17,500,000 performance guarantee as
     described under "Performance Guarantee" below. The Cut-Off Date LTV (not
     reduced by the $17,500,000 performance guarantee) is 68.51%. The DSCR (not
     reduced by the $17,500,000 performance guarantee) is 1.51x.

o    THE LOAN. The mortgage loan (the "MALL ST. MATTHEWS LOAN") is evidenced by
     two notes and is secured by a first mortgage encumbering a Class-A super
     regional shopping mall located in Louisville, Kentucky (the "MALL ST.
     MATTHEWS PROPERTY"). The Mall St. Matthews Loan represents approximately
     4.3% of the initial mortgage pool balance. The Mall St. Matthews Loan was
     originated on December 14, 2004, had an original principal balance of
     $155,000,000 and has a principal balance as of the cut-off date of
     $154,827,634, and an interest rate of 4.805%. The Mall St. Matthews Loan
     was jointly originated 50% by Archon Financial, L.P. and 50% by Commerzbank
     AG, New York Branch ("COMMERZBANK"), and the loan sellers on the Mall St.
     Matthews Loan are Goldman Sachs Mortgage Company and Commerzbank.

     The Mall St. Matthews Loan had an initial term of 60 months and has a
     remaining term of 59 months. The loan requires payments of interest and
     principal based on a 360 month amortization schedule. The scheduled
     maturity date is the payment date in January 2010. Voluntary prepayment of
     the Mall St. Matthews Loan is prohibited until the payment date in July
     2009 and permitted thereafter without penalty. Defeasance with United
     States government securities or certain other obligations backed by the
     full faith and credit of the United States of America is permitted at any
     time after the second anniversary of the securitization closing date.

o    THE PROPERTY. The Mall St. Matthews Property is a super regional shopping
     mall with 4 anchor tenants and approximately 120 other stores with a gross
     leasable area of 1,096,908 sf. The Mall St. Matthews Property is located in
     the community of St. Matthews in Jefferson County, Kentucky (within the
     Louisville MSA). The Mall St. Matthews Property is anchored by a 230,000 sf
     Dillard's Womens Store, a 220,000 sf Dillard's Men, Children & Homestore, a
     166,000 sf J.C. Penney and a 120,000 sf currently vacant fourth anchor
     space (formerly Lord & Taylor). The Dillard's Womens anchor is not part of
     the collateral securing the Mall St. Matthews Loan, nor are the
     improvements on the J.C. Penney anchor space.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -49-


TEN LARGEST MORTGAGE LOANS - MALL ST. MATTHEWS
--------------------------------------------------------------------------------

     The following table represents certain information relating to the anchor
tenants at the Mall St. Matthews Property:




                                                    CREDIT RATING OF                                    OPERATING
                                                     PARENT COMPANY                     COLLATERAL       COVENANT
           ANCHOR              PARENT COMPANY     (FITCH/MOODY'S/S&P)       GLA          INTEREST       EXPIRATION
--------------------------     --------------     -------------------     -------      ------------     ----------

Dillard's Womens               Dillard's                BB-/B2/BB         230,000           No             2005
Dillard's Men, Children
   & Homestore                 Dillard's                BB-/B2/BB         220,000          Yes             2008
J.C. Penney                    J.C. Penney                                             Leasehold in
                               Company, Inc.           BB-/Ba3/BB+        166,000       Land Only          2017
Vacant Anchor
   (Former Lord & Taylor)                                                 120,000          Yes              N/A
                                                                          -------
TOTAL ANCHOR TENANTS                                                      736,000
                                                                          =======



Originally built in 1962, the Mall St. Matthews Property was last renovated in
1992 and 1998.

In-line tenants (with less than 10,000 sf) report average sales of approximately
$391 psf. Occupancy costs, based on underwritten rent and recoveries, are
approximately 12.6% for such in-line space (based on comparable sales, which
include tenants that have reported a full year of sales through June 30, 2004).

Mall St. Matthews is a single-level enclosed mall located at the southwest
quadrant of Shelbyville Road and I-264 (Watterson Expressway), with direct
access to I-264 and in close proximity to I-64 and I-71. The property includes
two sit-down restaurants and an 11-tenant food court. In-line tenants include
Pottery Barn, Williams-Sonoma, Brooks Brothers, Brookstone, J.Jill, Hollister,
The Limited, Victoria's Secret and Abercrombie & Fitch. It is located in the
Louisville MSA with an average household income of $70,200 and a total
population of over 1 million.

The following table presents certain information relating to the major mall shop
tenants at the Mall St. Matthews Property:




                            TEN LARGEST RETAIL TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT(1)(2)



                                                                                  % OF TOTAL      ANNUALIZED
                              CREDIT RATING                        ANNUALIZED     ANNUALIZED     UNDERWRITTEN
                             (FITCH/MOODY'S/    TENANT     % OF   UNDERWRITTEN    UNDERWRITTEN    BASE RENT        LEASE
        TENANT NAME              S&P)(3)         NRSF      NRSF     BASE RENT       BASE RENT    ($ PER NRSF)   EXPIRATION
-----------------------      ---------------    ------     ----  -------------   -------------   ------------   ----------

Express Bath & Body            NR/Baa2/BBB      21,335     5.9%     $384,030           3.4%         $18.00       1/31/2008
The Limited                    NR/Baa2/BBB      18,480     5.1%      332,640           2.9%          18.00       1/31/2008
For Your Entertainment           NR/NR/NR        9,622     2.7%      288,660           2.5%          30.00       1/31/2009
Charlotte Russe                  NR/NR/NR        6,930     1.9%      277,200           2.4%          40.00       1/31/2014
New York & Company             NR/Baa2/BBB      14,225     3.9%      256,050           2.3%          18.00       1/31/2008
Brooks Brothers                  NR/NR/NR        6,610     1.8%      236,695           2.1%          35.81      10/31/2007
Arhaus                           NR/NR/NR       10,200     2.8%      234,600           2.1%          23.00       4/30/2008
Fashion Shop(4)                  NR/NR/NR       22,268     6.2%      222,680           2.0%          10.00       1/31/2005
Pottery Barn                     NR/NR/NR       10,885     3.0%      210,599           1.9%          19.35       1/31/2013
Dawahare's(4)                    NR/NR/NR       18,900     5.2%      202,230           1.8%          10.70       2/28/2005
                                               -------   ------  -----------         ------         ------
TEN LARGEST OWNED TENANTS                      139,455    38.6%   $2,645,384          23.3%         $18.87
Remaining Owned Tenants                        220,267    61.0%    8,701,171          76.7%          39.50
Vacant Space (Owned Space)                       1,186     0.3%            0           0.0%           0.00
                                               -------   ------  -----------         ------         ------
TOTAL ALL OWNED TENANTS                        360,908   100.0%  $11,346,555         100.0%         $31.54
                                               =======   ======  ===========         ======         ======



------------------------------------

(1)  Calculated based on approximate square footage occupied by each tenant.
(2)  Borrower owned in-line space only. Does not include 340,000 sf of owned
     anchor space.
(3)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.
(4)  Tenant is expected to be downsized and/or replaced as part of the
     re-merchandising plan for a section of the mall in 2005.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -50-


TEN LARGEST MORTGAGE LOANS - MALL ST. MATTHEWS
--------------------------------------------------------------------------------

The following table presents certain information relating to the lease rollover
schedule at the Mall St. Matthews Property:




                     RETAIL LEASE EXPIRATION SCHEDULE(1)(2)



                                                                                       % OF TOTAL     ANNUALIZED
                                                                         ANNUALIZED    ANNUALIZED    UNDERWRITTEN
                                EXPIRING      % OF      CUMULATIVE OF   UNDERWRITTEN  UNDERWRITTEN     BASE RENT
  YEAR ENDING DECEMBER 31,     OWNED NRSF   TOTAL NRSF   TOTAL NRSF      BASE RENT      BASE RENT    ($ PER NRSF)
----------------------------   ----------   ----------   ----------      ---------      ---------    ------------

2004 (Includes MTM)                 174       0.0%          0.0%            $2,088         0.0%          $12.00
2005                             83,586      23.2%         23.2%         2,189,087        19.3%           26.19
2006                             24,566       6.8%         30.0%           680,358         6.0%           27.70
2007                             34,771       9.6%         39.6%         1,235,255        10.9%           35.53
2008                            104,505      29.0%         68.6%         3,267,256        28.8%           31.26
2009                             15,653       4.3%         72.9%           737,426         6.5%           47.11
2010                              4,108       1.1%         74.1%           262,666         2.3%           63.94
2011                             19,337       5.4%         79.4%           671,682         5.9%           34.74
2012                              6,992       1.9%         81.4%           261,230         2.3%           37.36
2013                             24,850       6.9%         88.3%           722,891         6.4%           29.09
2014                             29,638       8.2%         96.5%         1,053,108         9.3%           35.53
2015 & Thereafter                11,542       3.2%         99.7%           263,508         2.3%           22.83
Vacant                            1,186       0.3%        100.0%                 0         0.0%            0.00
                                -------     -----         -----        -----------       -----           ------
TOTAL                           360,908     100.0%        100.0%       $11,346,555       100.0%          $31.54
                                =======     =====         =====        ===========       =====           ======



------------------------------------

(1)  Calculated based on approximate square footage occupied by each tenant.
(2)  Borrower owned in-line space only. Does not include 340,000 sf of owned
     anchor space.

o    THE BORROWER. The borrower is MSM Property L.L.C., a single-member,
     single-purpose, single-asset entity. Legal counsel to the borrower has
     delivered a non-consolidation opinion in connection with the origination of
     the Mall St. Matthews Loan. MSM Property L.L.C. is indirectly owned by
     General Growth Properties, Inc. General Growth Properties, Inc. is a
     publicly traded real estate investment trust that owns, develops, operates
     and/or manages shopping malls in over 40 states. There is no guarantor of
     the non-recourse carve-outs under the Mall St. Matthews Loan.

o    ESCROWS. The loan documents provide during a Mall St. Matthews Cash Sweep
     Period for certain escrows of real estate taxes and insurance, tenant
     improvements and leasing commissions (in a maximum amount equal to $479,621
     per year) and capital expenditures (in a maximum amount equal to $95,924
     per year). A "MALL ST. MATTHEWS CASH SWEEP PERIOD" means the period during
     the continuance of an event of default under the Mall St. Matthews Loan
     and/or if the net-operating income of the Mall St. Matthews Property for
     the prior twelve-month period is less than 85% of the net operating income
     at origination as of the end of any fiscal quarter until the net-operating
     income of the Mall St. Matthews Property for the prior twelve-month period
     is at least equal to 85% of the net operating income at origination as of
     the end of any fiscal quarter of the borrower.

o    LOCK BOX AND CASH MANAGEMENT. The Mall St. Matthews Loan requires a hard
     lock box, which is already in place. The loan documents require the
     borrower to direct the tenants to pay their rents directly to a
     lender-controlled sweep account. The loan documents also require that all
     rents received by the borrower or the property manager be deposited into
     the sweep account, within two business days after receipt. On each business
     day that no Mall St. Matthews Cash Sweep Period exists, all funds in the
     sweep account will be remitted to an account specified by the borrower.
     Within 2 business days of commencement of a Mall St. Matthews Cash Sweep
     Period, the borrower is required to establish a cash management account
     into which all funds in the sweep account will be remitted on each business
     day during a Mall St. Matthews Cash Sweep Period. During the existence of a
     Mall St. Matthews Cash Sweep Period, funds in the cash management account
     will be applied to pay the monthly debt service, operating expenses and any
     required reserves under the loan documents and then released to the
     borrower. In addition, during the continuance of an event of default, all


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -51-


TEN LARGEST MORTGAGE LOANS - MALL ST. MATTHEWS
--------------------------------------------------------------------------------

     available cash after the payment of the debt service, operating expenses
     and any required reserves will be held as additional collateral for the
     Mall St. Matthews Loan.

o    PERFORMANCE GUARANTEE. A performance guarantee from The Rouse Company
     Operating Partnership, LP ("ROUSE") was delivered to the lender at closing
     in respect of the borrower's obligations under the Mall St. Matthews Loan
     in an amount equal to $17,500,000, which amount will be reduced without
     reinstatement on a quarterly basis by an amount equal to the product of (a)
     the trailing 12-month actual net operating income for the most recently
     ended quarter less $14,000,000, multiplied by (b) 11.0, provided that the
     amount by which such guarantee is reduced may increase from time to time
     but will never be deemed to decrease. On November 12, 2004, General Growth
     Properties, Inc. announced that it had completed a merger with The Rouse
     Company, and as a result, General Growth Properties, Inc. is now the
     indirect parent of The Rouse Company Operating Partnership, LP.

o    PARKING INDEMNITY. The number of parking spaces at the Mall St. Matthews
     Property is insufficient to meet applicable local zoning requirements. An
     indemnity from Rouse was delivered to the lender at closing in which Rouse
     has agreed to (i) indemnify the lender for damages to the lender in the
     event that the Mall St. Matthews Property fails to comply with applicable
     parking requirements, and (ii) bring the Mall St. Matthews Property into
     compliance with such requirements under certain circumstances.

o    PROPERTY MANAGEMENT. The Mall St. Matthews Property may be self-managed or
     managed by certain affiliates of the borrower or a manager for whom each
     Rating Agency has confirmed in writing will not cause the downgrade,
     withdrawal or qualification of the then current ratings of any class of the
     series 2005-GG3 certificates. The Mall St. Matthews Property is currently
     self-managed. The lender may require the borrower to cease managing the
     property or replace the property manager if an event of default under the
     Mall St. Matthews Loan has occurred and is continuing. During the
     continuance of a Mall St. Matthews Cash Sweep Period, the fees of the
     property manager may not exceed market rates for comparable properties in
     the geographic area.

o    GROUND LEASES. The Mall St. Matthews Property is subject to two ground
     leases (the Mall parcel ground lease and the Driving Range parcel ground
     lease) and one ground sublease (the A-6 parcel ground sublease). The Mall
     parcel and Driving Range parcel ground leases expire on March 11, 2053,
     which leases may be extended, at the borrower's option, for one 10-year
     period. The A-6 parcel ground sublease expires on December 31, 2052, which
     sublease may be extended, at the borrower's option, for one 10-year period.
     The total ground rent payment under the three leases is $365,485.80 per
     year until January 7, 2005, subject to an increase on such date and every 5
     years thereafter of 60% of any increase in the Consumer Price Index over
     the previous 5-year period.

o    RELEASE OF COLLATERAL. The borrower is permitted under the loan documents
     to obtain the release of one or more parcels or out lots that at the time
     of the proposed release are (1) vacant, "non-income" producing and
     unimproved and (2) to be transferred to a third party in connection with an
     expansion or other development of the Mall St. Mathews Property subject to,
     among other things, the borrower delivering to lender (a) evidence that the
     release of the parcel will not materially diminish the value of the Mall
     St. Matthews Property as collateral for the Mall St. Matthews Loan, (b) an
     opinion of counsel that any REMIC trust that has acquired the Mall St.
     Matthews Loan will not fail to maintain its status as a REMIC solely as a
     result of the release and (c) written confirmation from each Rating Agency
     that the release would not cause the downgrade, withdrawal or qualification
     of the then current ratings of any class of the series 2005-GG3
     certificates. The borrower leases the Mall St. Matthews Property pursuant
     to two ground leases and one ground sublease. Under certain circumstances,
     the borrower is allowed to acquire the fee interest in a minor portion of
     the Mall St. Matthews Property. If the fee interest in such minor portion
     is acquired, the borrower has the right or obligation to swap fee title to
     such out lot for fee title to another nearby out lot under certain
     circumstances.

Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -52-


TEN LARGEST MORTGAGE LOANS - MALL ST. MATTHEWS
--------------------------------------------------------------------------------

o    MEZZANINE OR SUBORDINATE INDEBTEDNESS. The Mall St. Matthews Loan documents
     permit, among other things, (a) the pledge of direct or indirect equity
     interests in the borrower in connection with Permitted Mezzanine Debt, (b)
     the pledge of indirect interests in the borrower to secure certain
     inter-affiliate debt, (c) the pledge by certain permitted equityholders of
     the borrower of indirect interests in the borrower in connection with the
     pledge of all or substantially all of the assets of such equityholder to
     secure debt of such equityholder, and (d) the pledge of direct or indirect
     equity interests in certain permitted equityholders of the borrower, or
     issuance by such equityholders of preferred equity, or debt granting
     similar rights as preferred equity. "PERMITTED MEZZANINE DEBT" means
     indebtedness of a direct or indirect owner of the borrower that is secured
     by a pledge of the direct or indirect equity interests in the borrower;
     provided that (i) written Rating Agency confirmation that such debt would
     not result in the downgrade, withdrawal or qualification of the then
     current ratings of the series 2005-GG3 certificates issued has been
     obtained and (ii) the Property meets certain performance requirements
     specified in the Mall St. Matthews Loan Agreement, including: (A) the
     aggregate loan-to-value ratio of the Mall St. Matthews Loan and the
     mezzanine loan is not in excess of 75%, and (B) the aggregate
     debt-service-coverage-ratio of the Mall St. Matthews Loan and the mezzanine
     loan for the immediately preceding twelve month period ending on the last
     day of a fiscal quarter is not less than 1.25x based on the actual loan
     constant and not less than 1.0x based on an assumed loan constant of 9%.

o    TERRORISM INSURANCE. The Mall St. Matthews Loan documents require that,
     during the policy year in which the loan origination occurred, the borrower
     will maintain terrorism insurance in an amount equal to 100% of the
     replacement cost of the Mall St. Matthews Property and 100% of the
     projected annual gross rental income from the Mall St. Matthews Property
     from the date of the casualty to the date that the Mall St. Matthews
     Property is repaired or replaced and operations are resumed plus 60 days
     after the completion of restoration. After such policy year, the borrower
     is required to use commercially reasonable efforts to maintain such
     coverage at all times while the Mall St. Matthews Loan is outstanding,
     provided such coverage is available at commercially reasonable rates. In
     the event that coverage for terrorism is not included as part of the "all
     risk" and business income/rental-loss insurance policies, the borrower will
     be required to purchase terrorism insurance as a separate policy.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -53-


TEN LARGEST MORTGAGE LOANS - WESTIN KIERLAND
--------------------------------------------------------------------------------


[PHOTOS OMITTED]


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -54-



TEN LARGEST MORTGAGE LOANS - WESTIN KIERLAND
--------------------------------------------------------------------------------



[MAP OMITTED]




Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -55-



TEN LARGEST MORTGAGE LOANS - WESTIN KIERLAND
--------------------------------------------------------------------------------

----------------------------------------------------------
                  PROPERTY INFORMATION

Number of Mortgaged Real Properties                     1
Location (City/State)                    Phoenix, Arizona
Property Type                                 Hospitality
Size (rooms)                                          732
Percentage Occupancy Trailing 12
  as of October 31, 2004                            71.0%
Year Built                                           2002
Appraisal Value                              $220,000,000
Underwritten Occupancy                              72.0%
Underwritten Revenues                         $83,617,469
Underwritten Total Expenses                   $63,265,749
Underwritten Net Operating Income
  (NOI)                                       $20,351,720
Underwritten Net Cash Flow (NCF)              $20,351,720
----------------------------------------------------------


-------------------------------------------------------
              MORTGAGE LOAN INFORMATION

Originator                                      Archon
Cut-off Date Principal Balance            $135,000,000
Cut-off Date Principal Balance
  PSF/Unit                                 $184,426.23
Percentage of Initial Mortgage
Pool Balance                                    3.7%
Number of Mortgage Loans                             1
Type of Security                            Fee Simple
Mortgage Rate                                    5.08%
Original Term to Maturity (Months)                  60
Original Amortization Term (Months)      Interest Only
Cut-off Date LTV Ratio                          61.36%
LTV Ratio at Maturity                           61.36%
Underwritten DSCR on NOI                         2.93x
Underwritten DSCR on NCF                         2.93x
Shadow Rating(1)                                "Baa3"
-------------------------------------------------------

(1)  Moody's has confirmed that the Westin Kierland Loan has, in the context of
     its inclusion in the trust, credit characteristics consistent with that of
     an obligation rated "Baa3" by Moody's.

o    THE LOAN. The mortgage loan (the "WESTIN KIERLAND LOAN") is evidenced by a
     single note and is secured by a first mortgage encumbering a full-service,
     luxury hotel located at 6902 East Greenway Parkway in Phoenix, Arizona (the
     "WESTIN KIERLAND PROPERTY"). The Westin Kierland Loan represents
     approximately 3.7% of the initial mortgage pool balance. The Westin
     Kierland Loan was originated on November 9, 2004, had an original principal
     balance and has a principal balance as of the cut-off date of $135,000,000,
     and an interest rate of 5.08%. The proceeds from the Westin Kierland Loan
     were used to refinance existing debt on the Westin Kierland Property.

     The Westin Kierland Loan had an initial term of 60 months and has a
     remaining term of 58 months. The Westin Kierland Loan requires payments of
     interest-only for its entire term. The scheduled maturity date is the
     payment date in December 2009. Voluntary prepayment of the Westin Kierland
     Loan is prohibited, subject to prepayment premiums, until the payment date
     in September 2009, and is permitted thereafter without penalty.

o    THE PROPERTY. The Westin Kierland Property is a full-service, 732-room
     luxury hotel located off East Greenway Parkway in the Phoenix-Mesa MSA. The
     Westin Kierland Property was built and opened in November 2002. The Westin
     Kierland Property features a 27-hole golf course, full-service day spa,
     multiple swimming pools, tennis facilities, business center, and fitness
     center. The Westin Kierland Property sits on 262 acres of land including
     the 225-acre golf course. The hotel and clubhouse comprise 730,000 sf of
     space and feature 732 rooms, 8 restaurants/lounges, approximately 75,000 sf
     of indoor function space, 100,000 sf of exterior function space, and a spa
     with 20 treatment rooms.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -56-


TEN LARGEST MORTGAGE LOANS - WESTIN KIERLAND
--------------------------------------------------------------------------------


     The following table presents certain historical operating performance
relating to the Westin Kierland Loan:

                             OCCUPANCY AND ADR TREND


                          AVERAGE DAILY
        YEAR                 RATE(1)           OCCUPANCY     REVPAR(1)
------------------       --------------        ---------     ---------
1Q 2003                        $191              64.70%        $123
2Q 2003                        $152              58.20%         $88
3Q 2003                        $111              56.60%         $64
4Q 2003                        $167              60.10%        $101
1Q 2004                        $220              82.90%        $182
2Q 2004                        $167              74.40%        $126
3Q 2004                        $122              63.30%         $78
October 2004                   $194              74.20%        $144

------------------------------------

(1) Average Daily Rate and RevPAR rounded to nearest whole dollar.

o    THE BORROWER. The borrower is the Kierland Resort Company, LLC, a
     single-purpose, single-asset entity, with an independent director, which is
     61.1111% owned by PHXAZ/Kierland Resort, LLC, of which the Herberger family
     owns 56.826% (net) and Woodbine/Kierland Resort, L.P. ("WOODBINE") owns
     43.174% (net); 20.8333% owned by CIRI Kierland Hotel Investors, LLC, an LLC
     with Cook Inlet Region, Inc. ("CIRI") as its sole member; and 18.0566%
     owned by Westin Kierland LLC, an LLC with Starwood Hotels & Resorts
     Worldwide, Inc. ("STARWOOD") as its sole member. Woodbine, CIRI and
     Starwood are the several guarantors of the non-recourse carve-outs of the
     Westin Kierland Loan.

o    ESCROWS. The loan documents provide for certain escrows of real estate
     taxes and insurance during a Westin Kierland Cash Trap Period. A "WESTIN
     KIERLAND CASH TRAP PERIOD" means the period beginning on the last day of
     the fiscal quarter in which the debt service coverage ratio for the
     previous 12 months is less than 1.20x, based on a 30-year amortization
     schedule and ending on the last day of the next two consecutive fiscal
     quarters when the debt service coverage ratio is at least 1.20x. In
     addition, the loan documents provide for the funding of an FF&E Escrow Fund
     in the monthly amount of 1/12 of 4% of the actual monthly gross operating
     revenues, unless (i) 4% of actual monthly gross operating revenues is
     deposited to the capital improvement fund established by the property
     manager, and (ii) the property manager is performing its obligations under
     the controlled account agreement with respect to the account in which such
     capital improvement funds are held.

o    LOCK BOX AND CASH MANAGEMENT. The Westin Kierland Loan requires a springing
     lock box. After the existence of a Westin Kierland Cash Trap Period or
     event of default, the loan documents require the borrower to deposit or
     cause to be deposited in a lender-controlled account all revenue received
     within one business day of receipt. Upon the termination of a Westin
     Kierland Cash Trap Period and the cure of any event of default, the lender
     will direct the release of any funds in the lock box account to the
     borrower.

o    PROPERTY MANAGEMENT. Starwood, through Westin Management Company West, is
     the property manager for the Westin Kierland Property. The management
     agreement provides for an annual management fee of 2.75% of all revenue
     derived from the Westin Kierland Property. In addition, the management
     agreement provides for an incentive fee equal to 25% of the operating
     income minus a certain priority return to the owners of the borrower. The
     lender may seek a replacement property manager or the immediate appointment
     of a receiver to operate and manage the Westin Kierland Property if the
     property manager is terminated. The borrower may not enter into any
     agreement relating to the management of the Westin Kierland Property
     without the express consent of the lender.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -57-




TEN LARGEST MORTGAGE LOANS - WESTIN KIERLAND
--------------------------------------------------------------------------------


o    MEZZANINE OR SUBORDINATE INDEBTEDNESS. The direct equity owners of the
     borrower are permitted to incur mezzanine debt subject to certain
     conditions, including: (i) the aggregate loan-to-value ratio of the Westin
     Kierland Loan and the mezzanine loan is not in excess of 85%, and (ii) the
     aggregate debt-service-coverage-ratio of the Westin Kierlan Loan and the
     mezzanine loan for the immediately preceding twelve month period ending on
     the last day of a fiscal quarter is not less than 1.20x.

o    TERRORISM INSURANCE. The loan documents require the borrower to maintain
     terrorism insurance in an amount equal to 100% of the replacement cost of
     the Westin Kierland Property. However, the borrower will not be required to
     obtain coverage for terrorism in excess of the outstanding balance of the
     Westin Kierland Loan or pay a premium for comprehensive all-risk insurance
     that includes terrorism if such premium would exceed 225% of the base rate
     of such insurance if there were an exclusion for terrorism. The Westin
     Kierland Property currently has terrorism coverage as part of its
     "all-risk" insurance policy. In the event that coverage for terrorism is
     not included as part of the "all-risk" property policy, the borrower will
     be required to purchase terrorism insurance, to the extent available;
     provided that the borrower will not be required to pay an insurance premium
     in excess of 125% of the premium payable in connection with the
     comprehensive all risk insurance (exclusive of the terrorism insurance).


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -58-


TEN LARGEST MORTGAGE LOANS - SHOPS AT WAILEA
--------------------------------------------------------------------------------


[PHOTO OMITTED]


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -59-


TEN LARGEST MORTGAGE LOANS - SHOPS AT WAILEA
--------------------------------------------------------------------------------


[MAP OMITTED]


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -60-


TEN LARGEST MORTGAGE LOANS - SHOPS AT WAILEA
--------------------------------------------------------------------------------



----------------------------------------------------------
                  PROPERTY INFORMATION

Number of Mortgaged Real Properties                     1
Location (City/State)                      Wailea, Hawaii
Property Type                                      Retail
Size (sf)                                         164,425
Percentage Occupancy as of August                   98.3%
  17, 2004
Year Built                                           2000
Appraisal Value                              $167,000,000
Underwritten Occupancy.                             95.1%
Underwritten Revenues                         $12,832,331
Underwritten Total Expenses.                   $2,381,198
Underwritten Net Operating Income             $10,451,133
  (NOI)
Underwritten Net Cash Flow (NCF).             $10,208,846
----------------------------------------------------------


----------------------------------------------------------
              MORTGAGE LOAN INFORMATION

Originator                                        GCFP
Cut-off Date Principal Balance            $112,000,000
Cut-off Date Principal Balance
  PSF/Unit                                     $681.16
Percentage of Initial Mortgage
  Pool Balance                                    3.1%
Number of Mortgage Loans                             1
Type of Security                            Fee Simple
Mortgage Rate                                    6.15%
Original Term to Maturity / ARD
  (Months)                                         120
Original Amortization Term (Months)         59 IO; 360
                                            thereafter
Cut-off Date LTV Ratio                          67.07%
LTV Ratio at Maturity or ARD                    62.77%
Underwritten DSCR on NOI                         1.28x
Underwritten DSCR on NCF                         1.25x
----------------------------------------------------------


o    THE LOAN. The mortgage loan (the "SHOPS AT WAILEA TRUST LOAN") is evidenced
     by a single note and is secured by a first mortgage encumbering the Shops
     at Wailea, a retail center located at 3750 Wailea Alanui in Wailea, Maui,
     Hawaii (the "SHOPS AT WAILEA PROPERTY"). The Shops at Wailea Trust Loan
     represents approximately 3.1% of the initial mortgage pool balance. The
     Shops at Wailea Trust Loan was originated in September, 2004, has an
     original principal balance of $112,000,000, a principal balance as of the
     cut-off date, of $112,000,000, and an interest rate of 6.15% per annum. The
     DSCR and LTV on the Shops at Wailea Trust Loan are 1.25x and 67.07%,
     respectively. The proceeds of the Shops at Wailea Trust Loan were used to
     refinance an existing loan.

     The Shops at Wailea Trust Loan is the senior portion of a whole mortgage
     loan with an original principal balance of $120,000,000. The companion loan
     to the Shops at Wailea Trust Loan is evidenced by a separate note with an
     original principal balance of $8,000,000 and a principal balance as of the
     cut-off date of $8,000,000 and an interest rate of 6.15% per annum (the
     "SHOPS AT WAILEA SUBORDINATE COMPANION LOAN"). The Shops at Wailea
     Subordinate Companion Loan is not an asset of the trust. The Shops at
     Wailea Trust Loan and the Shops at Wailea Subordinate Companion Loan
     (collectively, the "SHOPS AT WAILEA LOAN GROUP") are governed by a
     co-lender agreement, as described in the prospectus supplement under
     "Description of the Mortgage Pool--Split Loan Structure," and will be
     serviced pursuant to the terms of the 2005-GG3 pooling and servicing
     agreement. The DSCR and LTV on the Shops at Wailea Loan Group are 1.16x and
     71.9%, respectively.

     The Shops at Wailea Trust Loan has an initial term of 120 months and a
     remaining term of 116 months. The loan is interest only for the first 59
     months and amortizes thereafter based on a 360-month schedule, with
     required monthly payments of $682,335.54 beginning October 6, 2009. The
     scheduled maturity date is October 6, 2014. Voluntary prepayment of the
     Shops at Wailea Trust Loan is prohibited prior to the payment date in
     August 2014 and permitted on such payment date and thereafter without
     penalty. Defeasance with United States government securities is permitted
     from March 6, 2007.

o    THE PROPERTY. The Shops at Wailea Property is a two-story 164,425-sf luxury
     retail center that is located on a 15.89-acre parcel in the southeastern
     portion of Wailea on the island of Maui, Hawaii. Completed in December
     2000, the Shops at Wailea Property also has 2,919 sf of storage space. The
     property's primary demand drivers include tourism guests staying at the
     following 4 and 5 star full service hotels: Grand Wailea Resort Hotel and
     Spa, Four Seasons Wailea, Outrigger Wailea Resort (Marriott), the Fairmont
     Kai Lani Resort and the Renaissance, all of which are located within a
     2-mile radius of the property. The borrower owns the Shops at Wailea
     Property as a fee simple estate. Parking for the property is provided in
     open lots on both sides of the building which has 971 spaces (5.9 spaces
     per 1,000 sf).


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -61-


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--------------------------------------------------------------------------------

     The Shops at Wailea Property features some of the world's leading luxury
     retailers, including several well known luxury brands. Over 40% of the
     property's current occupancy is comprised of national and international
     retailers. The property is currently 98.3% leased and occupied by 70
     tenants. Major tenants include: Tommy Bahama (5.8% of NRA), (Parent
     Company: Oxford Industries Inc.; NYSE: OXM); The Gap, Inc. (4.0% of NRA,
     NYSE: GPS); Banana Republic (3.5% of NRA), (Parent Company: Gap; NYSE:
     GPS); Longhi's Restaurant (3.7% of NRA), Whaler's General Store (3.4% of
     NRA), ABC Stores (3.4% of NRA), Cheeseburger, Mai Tai's, and Rock-N-Roll
     Restaurant (3.2% of NRA), and Ruth's Chris Steakhouse (3.1% of NRA).
     Additional luxury retailers present at the center include Fendi, St. John
     Knits, Coach, Montblanc, Dunhill, Miu Miu, Dolce & Gabana, and Moschino. No
     tenant occupies more than 5.8% of the total net rentable area.

     The following table presents certain information relating to some of the
     largest tenants at the Shops at Wailea Property:





                       CREDIT RATING                                        % OF TOTAL     ANNUALIZED
                          (FITCH/                              ANNUALIZED   ANNUALIZED    UNDERWRITTEN
                          MOODY'S/      TENANT      % OF     UNDERWRITTEN  UNDERWRITTEN    BASE RENT       LEASE
     TENANT NAME          S&P)(1)        NRSF       NRSF     BASE RENT ($)   BASE RENT    ($ PER NRSF)   EXPIRATION
---------------------- -------------   -------     ------    -------------   ---------    ------------   ----------

ABC Stores                NR/NR/NR       5,556       3.4%       $619,600         6.3%       $111.52       11/30/2012
Whaler's General Food     NR/NR/NR       5,823       3.5%        543,086         5.5%         93.27       11/30/2010
Tommy Bahama             NR/B2/BB-      10,038       6.1%        483,432         4.9%         48.16       12/31/2010
Guess                    NR/NR/BB-       4,593       2.8%        303,138         3.1%         66.00        1/31/2011
Gucci                    NR/NR/BBB-      4,278       2.6%        256,680         2.6%         60.00        6/30/2011
St John Knits             NR/NR/B+       3,562       2.2%        256,464         2.6%         72.00       11/30/2010
                                         -----       ---         -------         ---          -----       ----------
TOTAL OF ABOVE
   TENANTS                              33,850      20.6%     $2,462,400        25.0%        $72.74
Remaining Tenants                      127,723      77.7%      7,406,055        75.0%         57.99
Vacant Space                             2,852       1.7%              0         0.0%          0.00
                                       -------     ------     ----------        -----        ------
TOTAL ALL TENANTS                      164,425     100.0%     $9,868,455       100.0%        $60.02
                                       =======     ======     ==========       ======        ======



------------------------------------

(1) Certain ratings are those of the parent company whether or not the parent
    guarantees the lease.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -62-


TEN LARGEST MORTGAGE LOANS - SHOPS AT WAILEA
--------------------------------------------------------------------------------

The following table presents certain information relating to the lease rollover
schedule at the Shops at Wailea Property:




                          LEASE EXPIRATION SCHEDULE(1)


                                                                                       % OF TOTAL      ANNUALIZED
                                                                       ANNUALIZED      ANNUALIZED     UNDERWRITTEN
     YEAR ENDING                        % OF TOTAL   CUMULATIVE OF    UNDERWRITTEN    UNDERWRITTEN      BASE RENT
     DECEMBER 31,       EXPIRING NRSF      NRSF        TOTAL NRSF     BASE RENT ($)     BASE RENT      ($ PER NRSF)
---------------------   -------------      ----        ----------     -------------     ---------      ------------

2005                        35,026         21.3%         21.3%        $1,744,481         17.7%           $49.81
2006                        12,240          7.4%         28.7%           868,176          8.8%            70.93
2007                         8,855          5.4%         34.1%           568,494          5.8%            64.20
2008                         5,734          3.5%         37.6%           349,800          3.5%            61.00
2009                             0          0.0%         37.6%                 0          0.0%             0.00
2010                        59,275         36.0%         73.7%         3,812,900         38.6%            64.33
2011                        21,920         13.3%         87.0%         1,229,156         12.5%            56.07
2012                         8,155          5.0%         92.0%           760,553          7.7%            93.26
2013                             0          0.0%         92.0%                 0          0.0%             0.00
2014                             0          0.0%         92.0%                 0          0.0%             0.00
2015 and thereafter         10,368          6.3%         98.3%           534,894          5.4%            22.77
Vacant                       2,852          1.7%        100.0%                 0          0.0%             0.00
                           -------        ------        -----         ----------        ------           ------
TOTAL                      164,425        100.0%        100.0%        $9,868,455        100.0%           $60.02
                           =======        ======        =====         ==========        ======           ======

------------------------------------

(1) Calculated based on approximate square footage occupied by each tenant.

     The borrower has completed preliminary floor plans for a 70,000 sf
     expansion on a portion of the parking lot adjacent to the improvements
     ("PHASE II") on the south side of the existing center. The actual land area
     within Phase II is approximately 80,000 sf, of which 50,000 sf is expected
     to be used as tenant space and 30,000 sf is expected to be common area.
     This expansion would incorporate additional luxury, fashion, lifestyle and
     restaurants tenants on two levels and a 600+ car structured parking garage.
     The borrower has advised the lender that it intends to finance Phase II
     through either (i) an equity investment in the borrower by the owners of
     the borrower or (ii) an Approved Mezzanine Loan (as defined below).

o    THE BORROWER. The borrower is a special-purpose, bankruptcy remote entity,
     with an independent director. Legal counsel to the borrower delivered a
     non-consolidation opinion in connection with the origination of the Shops
     at Wailea Loan Group. The sponsor of the borrower is a joint venture
     between the Hillwood Company (a Ross Perot Jr. Company) and Bill Mills
     Investments. Hillwood, a private national real estate investment firm
     founded in 1998, has acquired and developed approximately 11.0 million
     square feet over the past six years. Bill Mills, CEO of the Mills Group,
     LLC, has guaranteed certain of the non-recourse carveouts of the Shops at
     Wailea Loan Group. The Mills Group, parent of Bill Mills Investments and
     founded in 1989, is a diversified real estate development and investment
     company. Mills has acquired over 15 properties valued in excess of $1.0
     billion comprising 1 million square feet of commercial space and 3,100
     acres of residential land. Mills currently owns and operates 400,000 sf of
     commercial and retail real estate in Hawaii. The borrower is affiliated
     with the borrowers under the Waikiki Galleria Loan.

o    ESCROWS. The loan documents provide for certain escrows for real estate
     taxes and insurance. The loan documents require the borrower to make
     monthly payments of $2,055.31 for ongoing capital expenses. The loan
     documents also require the borrower to make monthly payments of $6,851.04
     for tenant improvement costs and leasing commissions. At closing, the
     borrower deposited $5,500 into a deferred maintenance reserve for the
     payment of short term or immediate required repairs at the Shops at Wailea
     Property.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -63-


TEN LARGEST MORTGAGE LOANS - SHOPS AT WAILEA
--------------------------------------------------------------------------------

o    LOCK BOX AND CASH MANAGEMENT. The loan requires a hard lock box, which is
     already in place. The loan documents require that all rents received by the
     borrower be deposited within two business days into a lender-controlled
     clearing account, which are then swept into a borrower-controlled account,
     unless a Cash Management Period is in effect. A "CASH MANAGEMENT PERIOD" is
     a period during which (i) an event of default (as defined in the loan
     documents) is continuing, until such event of default is cured or (ii) the
     DSCR (based on actual net cash flow) is less than 1.05x as of the end of
     any calendar quarter, until the DSCR minimum threshold has been achieved
     for one calculation date after the commencement of the Cash Management
     Period or (iii) any Approved Mezzanine Loan is outstanding. During the
     continuance of a Cash Management Period, all available cash after payment
     of debt service (including debt service for any outstanding Approved
     Mezzanine Loan), operating expenses and required reserves may be deposited
     by lender into a lender-controlled account and held as additional cash
     collateral for the Shops at Wailea Trust Loan and may be applied to prepay
     the Shops at Wailea Trust Loan during the continuance of an event of
     default.

o    PROPERTY MANAGEMENT. CB Richard Ellis Hawaii, Inc., is the property manager
     of the Shops at Wailea Property. CB Richard Ellis has managed the Shops at
     Wailea Property for the past three years. The property manager receives a
     monthly fee equal to $9,500, plus excise taxes and certain labor expenses.
     The lender may replace the property manager if (i) the borrower fails to
     maintain a DSCR (based on calculation of net cash flow as defined in the
     loan documents) of at least 1.05x for any calculation date, (ii) an event
     of default is continuing under the Shops at Wailea Loan Group, (iii) the
     property manager is in default under the management agreement, or (iv) the
     property manager exhibits gross negligence, malfeasance or willful
     misconduct.

o    MEZZANINE OR SUBORDINATE INDEBTEDNESS. The direct and indirect equity
     owners of the borrower are permitted to incur mezzanine debt secured by a
     pledge of 100% of the direct or indirect equity interests in the borrower
     during the term of the Shops at Wailea Loan Group, provided that, among
     other things, that any such mezzanine debt (an "APPROVED MEZZANINE LOAN")
     (i) will be in an amount that when added to the balance of the Shops at
     Wailea Loan Group will result in a combined loan to "as is" appraised value
     (based on an appraisal commissioned by lender and otherwise acceptable to
     lender) of the Shops at Wailea Property no greater than 75%, (ii) is
     secured only by collateral that is not collateral for the Shops at Wailea
     Loan Group (i.e., a pledge of the partnership interests in the borrower),
     (iii) creates no obligations or liabilities on the part of the borrower and
     results in no liens on any portion of the Shops at Wailea Property, (iv)
     has a term expiring on or after October 6, 2014 and (v) the mezzanine
     lender has received letters from the rating agencies confirming that the
     mezzanine loan will not result in a downgrade or qualification of the
     ratings of the series 2005-GG3 certificates. In addition, the mezzanine
     lender must (i) demonstrate $600,000,000 of asset value and $250,000,000 of
     equity value and (ii) enter into an intercreditor agreement with the lender
     in form and substance reasonably acceptable to the lender and the
     applicable rating agencies.

o    TERRORISM INSURANCE. The loan documents require the borrower to maintain
     terrorism insurance in an amount equal to 100% of the then replacement cost
     of the Shops at Wailea Property. However, if the insurance premiums for a
     stand-alone policy covering terrorist acts exceeds the Terrorism Premium
     Cap (defined below), the borrowers will not be required to pay such premium
     and the lender may, at its option (1) purchase such stand-alone terrorism
     policy, and require that the borrower pays the portion of the premiums
     equal to the Terrorism Premium Cap or (2) modify the deductible amounts,
     policy limits and other required policy terms to reduce the Insurance
     Premiums payable with respect to such stand-alone terrorism policy to the
     Terrorism Premium Cap. "TERRORISM PREMIUM CAP" means an amount equal to
     150% of the aggregate amount of insurance premiums presently being paid for
     physical hazard insurance for the last policy year in which coverage for
     terrorism was included as part of the "all risk" property policy, adjusted
     annually by a percentage equal to the increase in the Consumer Price Index.



Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -64-


TEN LARGEST MORTGAGE LOANS - WAIKIKI GALLERIA
--------------------------------------------------------------------------------

[PHOTOS OMITTED]


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -65-


TEN LARGEST MORTGAGE LOANS - WAIKIKI GALLERIA
--------------------------------------------------------------------------------


[MAP OMITTED]


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -66-


TEN LARGEST MORTGAGE LOANS - WAIKIKI GALLERIA
--------------------------------------------------------------------------------

----------------------------------------------------------
                  PROPERTY INFORMATION

Number of Mortgaged Real Properties                     1
Location (City/State)                    Honolulu, Hawaii
Property Type                                      Office
Size (sf)                                         160,522
Percentage Occupancy as of September
  1, 2004                                           89.1%
Year Built                                           1967
Appraisal Value                              $132,500,000
Underwritten Occupancy                              89.1%
Underwritten Revenues
thereafter                                    $12,757,724
Underwritten Total Expenses                    $3,173,106
Underwritten Net Operating Income              $9,584,618
  (NOI)
Underwritten Net Cash Flow (NCF)               $9,268,784
----------------------------------------------------------

----------------------------------------------------------
              MORTGAGE LOAN INFORMATION

Originator                                        GCFP
Cut-off Date Principal Balance            $100,000,000
Cut-off Date Principal Balance
  PSF/Unit                                     $622.97
Percentage of Initial Mortgage
  Pool Balance                                    2.8%
Number of Mortgage Loans                             1
Type of Security                            Fee Simple
Mortgage Rate                                   5.625%
Original Term to Maturity (Months)                 120
Original Amortization Term                  47 IO; 360
  (Months)                                  thereafter
Cut-off Date LTV Ratio                          75.47%
LTV Ratio at Maturity                           68.88%
Underwritten DSCR on NOI                         1.39x
Underwritten DSCR on NCF                         1.34x
----------------------------------------------------------


o    THE LOAN. The mortgage loan (the "WAIKIKI GALLERIA LOAN") is evidenced by a
     single note and is secured by a first mortgage encumbering the Waikiki
     Galleria office and retail center located in Honolulu, Hawaii (the "WAIKIKI
     GALLERIA PROPERTY"). The Waikiki Galleria Loan represents approximately
     2.8% of the initial mortgage pool balance. The Waikiki Galleria Loan was
     originated on November 9, 2004, had an original principal balance of
     $100,000,000 and a principal balance as of the cut-off date of
     $100,000,000, and an interest rate of 5.625% per annum. The DSCR and LTV on
     the Waikiki Galleria Loan are 1.34x and 75.47%, respectively. The proceeds
     of the Waikiki Galleria Loan were used to refinance existing debt and
     return equity to the borrowers on the Waikiki Galleria Property.

     The Waikiki Galleria Loan has an initial term of 120 months and a remaining
     term of 118 months. The Waikiki Galleria Loan is interest only for the
     first 47 months and amortizes thereafter based on a 360-month schedule,
     with required monthly payments of $575,656.40 beginning December 6, 2008.
     The scheduled maturity date is the payment date in December 2014. Voluntary
     prepayment of the Waikiki Galleria Loan is prohibited prior to the payment
     date in September 2014 and permitted on such payment date and thereafter
     without penalty. Defeasance with United States government securities or
     certain other obligations backed by the full faith and credit of the United
     States of America is permitted from March 6, 2007.

o    THE PROPERTY. The Waikiki Galleria Property is a mixed use 160,522-sf
     building located at 2222 and 2224 Kalakaua Avenue in the Waikiki District
     of the City and County of Honolulu, Hawaii and is situated on a 1.07-acre
     parcel. Constructed in 1967 and extensively renovated in both 1994-1995 and
     2000, the Waikiki Galleria Property has a ground floor retail shopping
     component, a parking garage for approximately 232 vehicles, and an office
     tower. The Waikiki Galleria Property has 86,025 sf of office space, and
     74,497 sf of retail space. Demand for the products and services available
     at the Waikiki Galleria Property driven by sources including tourism guests
     from the large number of hotels in Waikiki.

     The largest tenant at the Waikiki Galleria Property is DFS Group, L.P.
     ("DFS GROUP"), a retailing unit of LVMH Moet Hennessy Louis Vuitton SA
     ("LVMH") (S&P BBB+). The DFS Group occupies 46.4% of the property and 100%
     of its retail component under a lease that expires 14 months after the end
     of the loan term. The remainder of the space is leased to 38 office
     tenants, including Konami Computer (6.3% NRA), and Hankyu (3.8% NRA).


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -67-


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--------------------------------------------------------------------------------

     The following table presents certain information relating to some of the
largest tenants at the Waikiki Galleria Property:



                                                               ANNUALIZED     % OF TOTAL      ANNUALIZED
                      CREDIT RATING                           UNDERWRITTEN    ANNUALIZED     UNDERWRITTEN
                     (FITCH/MOODY'S/     TENANT      % OF      BASE RENT     UNDERWRITTEN     BASE RENT
     TENANT NAME         S&P)(1)          NRSF       NRSF         ($)         BASE RENT      ($ PER NRSF)    LEASE EXPIRATION
-------------------- ---------------   --------    -------   -------------   ------------    ------------    ----------------

DFS Galleria           BBB/NR/BBB+       74,497      46.4%    $6,900,000         77.7%           $92.62         1/29/2016
Konami Computer         NR/NR/BBB        10,131       6.3%       339,930          3.8%            33.55        3/31/2005 &
                                                                                                               9/30/2006(2)
Kuraudia                 NR/NR/NR         6,207       3.9%       178,355          2.0%            28.73        7/31/2005 &
                                                                                                               7/31/2006(3)
Hankyu                  NR/Baa2/BB        6,021       3.8%       159,320          1.8%            26.46         10/31/2009
Best Bridal Hawaii       NR/NR/NR         4,273       2.7%       121,149          1.4%            28.35         4/30/2006
   Inc.
Zinha USA                NR/NR/NR         4,058       2.5%       114,095          1.3%            28.12         1/14/2009
                                        -------     ------    ----------        ------           ------
TOTAL LARGEST TENANTS                   105,187      65.5%    $7,812,848         88.0%           $74.28
Remaining Tenants                        37,837      23.6%     1,067,437         12.0%            28.21
Vacant Space                             17,498      10.9%             0          0.0%             0.00
                                        -------     ------    ----------        ------           ------
TOTAL ALL TENANTS                       160,522     100.0%    $8,880,285        100.0%           $55.32
                                        =======     ======    ==========        ======           ======

------------------------------------
(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

(2)  Konami Computer has 1,782 sf expiring 3/31/2005 and 8,349 sf expiring
     9/30/2006.

(3)  Kuraudia has 1,267 sf expiring 7/31/2005 and 4,940 sf expiring 7/31/2006.

     The following table presents certain information relating to the lease
rollover schedule at Waikiki Galleria:




                          LEASE EXPIRATION SCHEDULE(1)


                                                                                          % OF TOTAL     ANNUALIZED
                                                                           ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                                                % OF        CUMULATIVE    UNDERWRITTEN   UNDERWRITTEN    BASE RENT
 YEAR ENDING DECEMBER 31,    EXPIRING NRSF   TOTAL NRSF    OF TOTAL NRSF  BASE RENT ($)    BASE RENT    ($ PER NRSF)
 ------------------------    -------------   ----------    -------------  -------------    ---------    ------------

2005                              9,277          5.8%           5.8%         $260,820         2.9%         $28.11
2006                             31,934         19.9%          25.7%          967,960        10.9%          30.31
2007                              6,949          4.3%          30.0%          218,201         2.5%          31.40
2008                              7,425          4.6%          34.6%          173,758         2.0%          23.40
2009                             12,942          8.1%          42.7%          359,546         4.0%          27.78
2010                                  0          0.0%          42.7%                0         0.0%           0.00
2011                                  0          0.0%          42.7%                0         0.0%           0.00
2012                                  0          0.0%          42.7%                0         0.0%           0.00
2013                                  0          0.0%          42.7%                0         0.0%           0.00
2014                                  0          0.0%          42.7%                0         0.0%           0.00
2015 and thereafter              74,497         46.4%          89.1%        6,900,000        77.7%          92.62
Vacant                           17,498         10.9%         100.0%                0         0.0%           0.00
                                -------        ------         ------       ----------       ------         ------
TOTAL                           160,522        100.0%         100.0%       $8,880,285       100.0%         $55.32
                                =======        ======         ======       ==========       ======         ======

------------------------------------

(1) Calculated based on approximate square footage occupied by each tenant.

o    THE BORROWERS. The borrowers are three special-purpose, bankruptcy remote
     entities: GPF Waikiki Galleria, LLC, a Delaware limited liability company,
     controlled by Bill D. Mills; Waikiki Galleria Tower, L.P., a limited
     partnership registered pursuant to the laws of the Cayman Islands; and
     Waikiki Galleria Tower Manager, LLC, a Delaware limited liability company,
     which is the sole member of Waikiki Galleria Tower, L.P. GPF Waikiki
     Galleria, LLC and Waikiki Galleria Tower Manager, LLC. Each of the
     borrowers has an independent director, and Waikiki Galleria Tower, L.P. has
     two independent directors. Legal counsel to each of the borrowers delivered
     a non-consolidation opinion in connection with the origination of the
     Waikiki Galleria Loan. The limited partners of Waikiki Galleria Tower, L.P.
     are individual Japanese account owners syndicated through Cititrust, which
     serves as trustee for the individual account owners, none of which owns
     more than 20%. GPF



Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -68-



TEN LARGEST MORTGAGE LOANS - WAIKIKI GALLERIA
--------------------------------------------------------------------------------


     Waikiki Galleria, LLC and Waikiki Galleria Tower Manager, LLC, own the
     property as tenants in common and all three borrowers are jointly and
     severally liable under the Waikiki Galleria Loan. GFP Waikiki Galleria, LLC
     owns 4% of the property and Waikiki Galleria Tower Manager, LLC (for the
     benefit of Waikiki Galleria Tower, L.P.) owns the remaining 96%. Bill
     Mills, the CEO of the Mills Group, LLC, has guaranteed certain of the
     non-recourse carveouts of the Waikiki Galleria Loan. Mills Group, parent of
     Bill Mills Investments and founded in 1989, is a diversified real estate
     development and investment company. Mills has acquired over 15 properties
     valued in excess of $1.0 billion comprising 1 million square feet of
     commercial space and 3,100 acres of residential land. Mills currently owns
     and operates 400,000 sf of commercial and retail real estate in Hawaii. The
     borrowers are affiliated with the borrower under the Shops at Wailea Loan.

o    ESCROWS. The loan documents provide for certain escrows of real estate
     taxes and insurance. The loan documents require the borrowers to make
     monthly payments of $2,924.88 into a capital expense reserve. The loan
     documents also require the borrowers to make monthly payments of $7,156.00
     for tenant improvements and leasing commissions ("TI/LC"), although the
     borrowers are not required to make monthly payments into the TI/LC escrow
     account on any loan payment date on which the aggregate amount then on
     deposit is equal or greater than $300,000.00. In addition, during a DFS
     Sweep Period (as defined below), provided no Cash Management Period (as
     defined under "Lock Box and Cash Management" below) is continuing, all
     available cash after payment of debt service, operating expenses and
     required reserves will be swept into a separate leasing reserve for payment
     of approved tenant improvement and leasing commission costs associated with
     the space leased by the DFS Group. Additionally, at closing, the borrowers
     deposited $6,900.00 into a deferred maintenance reserve for the payment of
     short term or immediate required repairs at the property.

     A "DFS LEASE SWEEP PERIOD" will commence when, under the DFS Group lease:
     (1) DFS Group has materially defaulted beyond the applicable notice and
     cure periods, (2) the DFS Group or LVMH has entered a proceeding of
     insolvency or bankruptcy as defined by the loan agreements or (3) the
     credit rating of LVMH has been downgraded below "BBB-" by S&P or an
     equivalent downgrading by any other rating agency. A DFS Lease Sweep Period
     will cease: (1) if the DFS Group has cured its default in all material
     respects and no other default has occurred for three months following such
     cure; (2) if the insolvency/bankruptcy proceeding has been terminated or
     dismissed and the lease has been affirmed, assigned, or assumed in a manner
     satisfactory to lender or (3) upon the restoration of LVMH's credit rating
     to at least BBB- by S&P or its functional equivalent by another rating
     agency.

o    RELEASE OF COLLATERAL. The loan documents permit the borrowers to split and
     sever the Waikiki Galleria Property into two parts (each, a "CONDOMINIUM
     UNIT") in connection with the creation of a condominium property regime.
     One portion of the severed property would consists of those portions of the
     building that are leased to DFS Group property (the "RETAIL UNIT"). The
     other portion would consist of the remaining portions of the building and
     the parking garage (the "OFFICE/GARAGE UNIT"). To obtain a release of
     either Condominium Unit from the lien of the mortgage, the borrowers are
     required to deposit defeasance collateral with the lender in an amount
     sufficient to provide for the defeasance of a portion of principal balance
     of the Waikiki Galleria Loan equal to 125% of (x) $27,900,000.00 for the
     Office/Garage Unit or (y) $72,100,000.00 for the Retail Unit and provide
     evidence acceptable to the lender that, among other things, (i) the release
     will not adversely affect the remaining property with respect to tenant use
     and access and (ii) the Condominium Unit being released constitutes a
     condominium unit separate from the real property and has a separate tax
     parcel number (or equivalent under local law). Neither Condominium Unit may
     be released prior to March 6, 2007. Additionally, the borrowers are
     required to deliver letters from the rating agencies confirming that the
     release will not result in a downgrade or qualification of the ratings of
     the series 2005-GG3 certificates and an opinion of counsel that the release
     will not adversely affect the status of the REMIC trust.



Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -69-



TEN LARGEST MORTGAGE LOANS - WAIKIKI GALLERIA
--------------------------------------------------------------------------------

o    LOCK BOX AND CASH MANAGEMENT. The loan requires a hard lock box, which is
     already in place. The loan documents require that all rents received by the
     borrowers be deposited within two business days into a lender-controlled
     clearing account, which are then swept into a borrower-controlled account,
     unless a Cash Management Period is in effect. A "CASH MANAGEMENT PERIOD" is
     a period during which (i) an event of default (as defined in the loan
     documents) is continuing, until such even of default is cured; or (ii) the
     DSCR (based on actual net cash flow) is less than 1.05x as of the end of
     any calendar quarter, until the DSCR minimum threshold has been achieved
     for one calculation date after the commencement of the Cash Management
     Period; or (iii) a DFS Lease Sweep Period is continuing. During the
     continuance of a Cash Management Period, all available cash after payment
     of debt service, operating expenses and required reserves is required to be
     deposited into a lender-controlled account and held as additional cash
     collateral for the Waikiki Galleria Loan and may be applied to prepay the
     Waikiki Galleria Loan during the continuance of an event of default.

o    PROPERTY MANAGEMENT. CB Richard Ellis Hawaii, Inc. is the property manager
     of the Waikiki Galleria Property. CB Richard Ellis has managed the Waikiki
     Galleria Property for one year. The property manager receives a monthly fee
     equal to $9,750, plus excise taxes and certain labor expenses. The lender
     may replace the property manager if (i) the borrowers fail to maintain a
     DSCR (based on calculation of net cash flow as defined in the loan
     documents) of at least 1.05x for any calculation date, (ii) an event of
     default is continuing under the Waikiki Galleria Loan, (iii) the property
     manager is in default under the management agreement, or (iv) the property
     manager exhibits gross negligence, malfeasance or willful misconduct.

o    MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not Permitted.

o    TERRORISM INSURANCE. The loan documents require the borrowers to maintain
     terrorism insurance in an amount equal to 100% of the then replacement cost
     of the Waikiki Galleria Property. However, if the insurance premiums for a
     stand-alone policy covering terrorist acts exceeds the Terrorism Premium
     Cap (as defined below), the borrowers will not be required to pay such
     premium and the lender may, at its option (1) purchase such stand-alone
     terrorism policy, and require that the borrowers pay the portion of the
     premiums equal to the Terrorism Premium Cap or (2) modify the deductible
     amounts, policy limits and other required policy terms to reduce the
     insurance premiums payable with respect to such stand-alone terrorism
     policy to the Terrorism Premium Cap. "TERRORISM PREMIUM CAP" means an
     amount equal to 150% of the aggregate amount of insurance premiums paid for
     physical hazard insurance for the last policy year in which coverage for
     terrorism was included as part of the "all risk" property policy, adjusted
     annually by a percentage equal to the increase in the Consumer Price Index.



Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -70-


TEN LARGEST MORTGAGE LOANS - PLACE PROPERTIES PORTFOLIO
--------------------------------------------------------------------------------


[PHOTOS OMITTED]


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -71-


TEN LARGEST MORTGAGE LOANS - PLACE PROPERTIES PORTFOLIO
--------------------------------------------------------------------------------


[MAP OMITTED]


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -72-


TEN LARGEST MORTGAGE LOANS - PLACE PROPERTIES PORTFOLIO
--------------------------------------------------------------------------------

----------------------------------------------------------
                  PROPERTY INFORMATION

Number of Mortgaged Real Properties                     9
Location (City/State)                             Various
Property Type                                 Multifamily
Size (units)                                        1,073
Percentage Occupancy as of November
  2004                                              83.8%
Year Built                                      1998-2000
Appraisal Value                              $123,325,000
Underwritten Occupancy                              84.0%
Underwritten Revenues                         $14,810,181
Underwritten Total Expenses                    $5,734,436
Underwritten Net Operating Income
  (NOI)                                        $9,075,745
Underwritten Net Cash Flow (NCF)               $8,846,123
----------------------------------------------------------


----------------------------------------------------------
              MORTGAGE LOAN INFORMATION

Originator                                        GCFP
Cut-off Date Principal Balance             $98,660,000
Cut-off Date Principal Balance
  PSF/Unit                                  $91,947.81
Percentage of Initial Mortgage
  Pool Balance                                    2.7%
Number of Mortgage Loans                             1
Type of Security                            Fee Simple
Mortgage Rate                                   6.439%
Original Term to Maturity (Months)                  60
Original Amortization Term
  (Months)                               Interest Only
Cut-off Date LTV Ratio                          80.00%
LTV Ratio at Maturity                           80.00%
Underwritten DSCR on NOI                         1.41x
Underwritten DSCR on NCF                         1.37x
----------------------------------------------------------


o    THE LOAN. The mortgage loan (the "PLACE PROPERTIES PORTFOLIO LOAN") is
     evidenced by a single note and is secured by a first mortgage encumbering
     nine student housing properties located in six states in the southeastern
     U.S., consisting of 1,073 apartment units and 4,046 leaseable bedrooms in
     the aggregate (the "PLACE PROPERTIES"). The Place Properties Portfolio Loan
     represents approximately 2.7% of the initial mortgage pool balance. The
     Place Properties Portfolio Loan was originated on December 3, 2004, has an
     original principal balance of $98,660,000, a principal balance as of the
     cut-off date of $98,660,000, and an interest rate of 6.439% per annum. The
     DSCR and LTV on the Place Properties Portfolio Loan are 1.37x and 80.00%
     respectively.

     The Place Properties Portfolio Loan, in conjunction with a $21,040,000
     mezzanine loan originated by the mortgage loan seller, was used in part to
     retire existing first mortgage debt totaling $83,647,645.76 and a
     $22,945,662.74 mezzanine loan from Prudential Insurance Company of America.

     The loan has an initial term of 60 months and a remaining term of 58
     months. Monthly payments are interest-only. The scheduled maturity date is
     December 6, 2009. Voluntary prepayment of the Place Properties Portfolio
     Loan is prohibited prior to the payment date in October 2009 and permitted
     on such payment date and thereafter without penalty. Defeasance with United
     States government obligations, in whole or in part, is permitted from March
     6, 2007. Notwithstanding the foregoing, from June 3, 2005 until the Place
     Properties Initial Defeasance Date, partial defeasance is permitted in
     conjunction with the release of any one single property, other than the
     Clayton Place property.


Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -73-


TEN LARGEST MORTGAGE LOANS - PLACE PROPERTIES PORTFOLIO
--------------------------------------------------------------------------------

o    THE PROPERTIES. The Place Properties consist of nine student housing
     properties, as described below. The following table presents certain
     information relating to the Place Properties:



                                                                                                       NOVEMBER 2004
   PROPERTY NAME             UNIVERSITY         ALLOCATED LOAN   UNITS    AMENITIES(1)   YEAR BUILT      OCCUPANCY
--------------------         ----------         --------------   -----    ------------   ----------      ---------

Clayton Place           Clayton College and      $24,540,000       221       C,F,P          1999           72.4%(3)
                          State University
River Place             State University of      $13,680,000       132    C, F, P, T,       2000           76.8%
                            West Georgia                                      V,B
Jacksonville Place       Jacksonville State      $11,120,000       132    C, F, P, T,       2000           87.9%
                             University                                       V,B
Troy Place             Troy State University      $9,440,000       108     C,F,P,V,B        2000           95.1%
Martin Place          University of Tennessee     $8,960,000        96      C,F,P,T         2000           99.2%
                             at Martin
Cape Place             Southeastern Missouri      $8,520,000        96       C,F,P          2000           88.9%
                          State University
Clemson Place           Clemson University/       $8,160,000        96        B(2)          1998           94.1%
                         Southern Wesleyan
                             University
Macon Place             Macon State College       $7,440,000        84       C,F,P          1999           75.9%
Murray Place          Murray State University     $6,800,000       108      C,F,P,T         2000           77.7%

------------------------------------

(1)  C - clubhouse, F - fitness center, P - pool, T - tennis courts, V -
     volleyball courts, B - BBQ stations.
(2)  Clemson Place residents are permitted to use the amenities at a neighboring
     Place complex, Berkeley Place which has all of the above amenities.
(3)  Phase II of Clayton opened in September, 2004. See Escrows for a
     description of the leaseup escrow.

     The Place Properties were all developed by the sponsor, Place Properties,
     L.P., and have a consistent design and amenity package. The Place
     Properties are three story garden style apartments built primarily in 4
     bedroom/4 bathroom unit configurations with a living and kitchen common
     area. The apartments have washers and dryers in each of the units, internet
     access in each bedroom, cable TV and balconies. Common area amenities
     typically include a swimming pool, a club house, a fitness facility, tennis
     courts, outdoor volleyball courts and barbeque stations. Leases are on a
     per bedroom basis, limited to one student per bedroom and are primarily 12
     months in term with parental guarantees.

     CAPE PLACE is located in Cape Girardeau, Missouri, approximately one mile
     from Southeastern Missouri State University. Southeastern Missouri State
     University is part of the State of Missouri public university system. The
     university was founded in 1873, as a teacher's college and has grown into a
     comprehensive university with more than 150 academic programs.
     Approximately 9,618 students are enrolled at the university.

     CLAYTON PLACE is located in Morrow, Georgia and primarily serves the
     Clayton College and State University which is part of the Georgia public
     university system. Clayton State has an enrollment of over 6,000 students
     as of Fall 2004. During the past six semesters, Clayton State has set
     university enrollment records, increasing the total number of students over
     this period by approximately 27.3%.

     CLEMSON PLACE is located in Clemson, South Carolina, approximately 1.8
     miles from Clemson University and 1.5 miles from Southern Wesleyan
     University. Clemson University was founded in 1889 as a military college
     and is currently ranked in the top 50 public universities in the nation by
     U.S. News and World Reports. Approximately 17,000 students are enrolled at
     Clemson University.

     JACKSONVILLE PLACE is located in Jacksonville, Alabama, approximately one
     quarter mile from Jacksonville State University. Jacksonville State
     University is part of the Alabama public university system and was founded
     in 1883. Approximately 9,000 students are enrolled at the university.

     MACON PLACE is located in Macon, Georgia, approximately one quarter mile
     from Macon State College. Macon State College was founded in 1966 and
     currently offers both four year programs and junior college programs

Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -74-


TEN LARGEST MORTGAGE LOANS - PLACE PROPERTIES PORTFOLIO
--------------------------------------------------------------------------------

     acting as an entry point to the Georgia university system. Approximately
     5,400 students are enrolled at Macon State.

     MARTIN PLACE is located in Martin, Tennessee, adjacent to the University of
     Tennessee's Martin campus. Founded in 1900, University of Tennessee at
     Martin is a public four-year university. Approximately 5,800 students are
     enrolled at this campus.

     MURRAY PLACE is located in Murray, Kentucky, approximately one mile from
     Murray State University. Founded in 1922, Murray State is a four-year
     public university. Approximately 10,000 students are enrolled at the
     university.

     RIVER PLACE is located in Carrollton, Georgia, approximately a half mile
     from State University of West Georgia. Founded in 1906 as an agricultural
     and mechanical school, State University of West Georgia became a four-year
     institution in 1957 and is part of the Georgia public university system.
     Approximately 10,300 students are enrolled at the university.

     TROY PLACE is located in Troy, Alabama, approximately one quarter mile from
     Troy State University. Founded in 1887, Troy State is part of the Alabama
     public university system. Approximately 6,600 students are enrolled at the
     Troy campus.

o    THE BORROWER. The borrowers are nine single-asset, special-purpose,
     bankruptcy-remote entities, each with an independent director. Legal
     counsel to each of the borrowers delivered a non-consolidation opinion in
     connection with the origination of the Place Properties Portfolio Loan. The
     sponsor of the borrowers is Place Properties, L.P. ("PLACE"), a privately
     owned student housing company among the largest developers of student
     housing and related facilities. Since 1998, Place has developed both
     on-campus and off-campus housing totaling more than 13,000 beds serving 18
     colleges and universities, including over 4,100 beds at seven new
     developments totaling $225 million completed in 2004. An affiliate of the
     borrowers, Place Management Group, LLC, manages the entire developed
     portfolio. Place has also developed related properties, such as wellness
     centers, town halls and community centers, conference facilities, and
     parking structures. Both Place and the CEO and President of Place, Cecil
     Phillips, are guarantors of the non-recourse carveouts for the loan. Mr.
     Phillips has financed, developed, and overseen development of more than
     25,000 bedrooms of student housing at more than 25 campuses. In 1984, Mr.
     Phillips founded Phillips International, the predecessor to Place, which
     with clients developed and financed student housing, medical office
     buildings, shopping centers, multifamily housing, hotels, golf courses, and
     hospitality properties.

o    RELEASE OF COLLATERAL. The Place Properties Portfolio Loan permits the
     release of any one property (other than Clayton Place) from the lien of the
     mortgage after June 3, 2005 and the release of any or all of the properties
     after the Place Property Initial Defeasance Date, subject to the
     satisfaction of certain conditions, including: (i) the deposit of
     defeasance collateral in a minimum amount equal to 115% of the allocated
     loan amount of the properties being released; (ii) satisfaction of certain
     DSCR tests; and (iii) no event of default.

o    ESCROWS. The loan documents provide for certain escrows of real estate
     taxes and insurance and provide for collection of a minimum of $214 per
     unit per annum into an ongoing replacement reserve account. In addition,
     the borrowers deposited at closing an initial amount of $1,073,000 into the
     replacement reserve account to be drawn in the amount of $200 per unit per
     year to supplement ongoing contributions, for total reserves available per
     year for capital expenditures of $414 per unit. At closing, the borrowers
     funded a deferred-maintenance reserve of $1,025,125, which is 125% of the
     recommended amount specified in the property condition reports. The
     borrowers also funded a $450,000 prepaid rent reserve, to be maintained,
     subject to adjustments as specified under the loan agreement, as additional
     collateral for the Place Properties Portfolio loan. In the event



Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -75-


TEN LARGEST MORTGAGE LOANS - PLACE PROPERTIES PORTFOLIO
--------------------------------------------------------------------------------


     such conditions are not satisfied by December 2006, the holdback amount
     will be held by the lender as additional collateral for the Place
     Properties Portfolio Loan.

     In addition to the reserves described above, the borrowers have escrowed a
     $3,000,000 holdback relating to the leaseup of the Clayton Place property.
     The holdback will be released in whole upon confirmation that certain
     finish work at the Clayton Place property is completed and paid for (and
     final certificates of occupancy have been issued), and achievement of (i)
     80.0% occupancy and (ii) an annualized base rent of $3,350,000 at the
     property. At any time prior to December 2006, a partial release of the
     holdback may be obtained as follows: (a) $1,000,000 released upon
     achievement of a 75.0% occupancy and $3,140,000 annualized base rent, or
     (b) $2,000,000 released upon achievement of a 78.0% occupancy and
     $3,270,000 annualized base rent.

o    LOCK BOX AND CASH MANAGEMENT. The loan requires a soft lock box for each of
     the properties. The loan documents require the Place Properties Portfolio
     Borrowers to direct the property managers at each of the Place Properties
     to deposit rent checks into local property lock box accounts within 48
     hours of receipt. All local property lock boxes are automatically swept
     into a central lender-controlled account as follows: (i) daily for the
     first five business days of the calendar month, and (ii) twice a week
     thereafter, including the last day of the month. On each regularly
     scheduled payment date, any amounts in the lender-controlled account, after
     payment of debt service, required reserves and approved operating expenses,
     are swept into a lockbox account established under the mezzanine loan
     described below, unless an event of default is continuing or the DSCR (as
     calculated pursuant to the terms of the loan documents) at the end of any
     quarter falls below 1.10x, at which point a cash-trap period will commence
     (and will continue until such time that the event of default has been cured
     or such DSCR is restored for two consecutive calendar quarters). During a
     cash-trap period, all remaining cash (after payment of debt service,
     reserves, approved operating expenses and the debt service payment due
     under the mezzanine loan described below) is required to be deposited into
     a cash collateral account (which may be applied to the debt upon an event
     of default under the Place Properties Portfolio Loan).

o    PROPERTY MANAGEMENT. Place Management Group, LLC, an affiliate of the
     borrower, is the property manager for all of the properties developed by
     Place (including all of the Place Properties), which totals more than
     13,000 beds at 22 properties in 18 campuses. The property manager receives
     a management fee on the Place Properties equal to 3.0% of the gross
     revenue. The lender may require the borrower terminate the manager
     following one or more of the following events: (i) the occurrence and
     continuance of an event of default; (ii) 30 days after notice from the
     lender to a borrower that the manager has engaged in fraud, gross
     negligence, malfeasance or willful misconduct arising from or in connection
     with its performance under the management agreement, or the manager's
     default under the management agreement which is not cured within any
     applicable cure period provided under the management agreement; (iii) a
     change in control of manager, or (iv) if the DSCR on the Place Properties
     Portfolio Loan is less than 1.10 for any two consecutive quarters.

o    MEZZANINE OR SUBORDINATE INDEBTEDNESS. Concurrent with the origination of
     the Place Properties Portfolio Loan, the mortgage loan seller originated a
     $21,040,000 mezzanine loan to Place Mezz Borrower, LLC, which is the owner
     of 100% of the ownership interests in each of the borrowers, as well as the
     owner of three additional properties. The mezzanine loan has an interest
     rate equal to 6.439% per annum and a maturity date of December 6, 2009,
     which is coterminous with the Place Properties Portfolio Loan. The
     mezzanine loan is secured by a pledge of the equity interests in the
     borrowers and a pledge of the equity interests of the owners of the
     additional properties. The mezzanine loan is subject to cash management
     controls as set forth in the loan agreement for the mezzanine loan. The
     mezzanine loan is under commitment to be sold to Carbon Capital II, Inc.,
     which shall, upon and in the event of such sale, acquire the mezzanine loan
     subject to the intercreditor agreement between the mezzanine lender and the
     holder of the Place Properties Portfolio Loan.



Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -76-



TEN LARGEST MORTGAGE LOANS - PLACE PROPERTIES PORTFOLIO
--------------------------------------------------------------------------------

     Pursuant to the intercreditor agreement between the lender under the Place
     Properties Portfolio Loan and the mezzanine loan, the mezzanine lender has
     the right to cure a default under the Place Properties Portfolio Loan and
     the right to purchase the Place Properties Portfolio Loan at par upon the
     occurrence of certain events of default. Under the intercreditor agreement,
     the holder of the Place Properties Portfolio Loan may not amend the loan
     documents for the Place Properties Portfolio Loan if the amendment
     increases the interest rate or principal amount of the Place Properties
     Portfolio Loan, modifies the maturity date or otherwise amends certain
     specified terms. Upon the occurrence of an event of default under the
     mezzanine loan documents, the mezzanine lender may foreclose upon the
     partnership or membership interests in the Place Properties Portfolio
     Borrowers, which would result in a change of control with respect to the
     Place Properties Portfolio Borrowers and could result in a change in the
     management of the Place Properties. Transfer of the mezzanine lender's
     interest in the mezzanine loan is governed by the terms of the
     intercreditor agreement, which prohibits transfers of more than 49% of the
     mezzanine lender's interest in the mezzanine loan unless such transfer is
     to a qualified transferee under the intercreditor agreement or rating
     agency approval has been obtained.

o    TERRORISM INSURANCE. The loan documents require the borrowers to maintain
     terrorism insurance in an amount equal to 100% of the replacement cost of
     the Place Properties.



Under no circumstances shall the information presented herein constitute an
offer to sell or the solicitation of an offer to buy any security nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
for an exemption from such registration under the securities laws of such
jurisdiction. You have requested that Goldman, Sachs & Co., Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit
Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively the
"UNDERWRITERS") provide to you information in connection with your considering
the purchase of certain securities described herein. The attached information is
being provided to you for informative purposes only in response to your specific
request. The information contained herein has been compiled by the Underwriters
from sources which the Underwriters believe to be reasonably reliable. However,
the Underwriters make no representation or warranty as to the accuracy or
completeness of such information and you must make your own determination as to
whether the information is appropriate and responsive to your request. Any
investment decision with respect to the securities described herein should be
made solely on the results of your own due diligence with respect to the
securities and the mortgage loans referred to herein and only upon your review
of the final prospectus and prospectus supplement for the securities. This
information may not be delivered by you to any other person without the
Underwriters' prior written consent. The Underwriters may from time to time
perform investment banking services for or solicit investment banking business
from any company named in the information herein. The Underwriters and/or their
employees may from time to time have a long or short position in any contract or
security discussed herein. Information contained in this material is current as
of the date appearing on this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ALL INFORMATION IN THIS TERM SHEET
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL
PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.



                                      -77-










                     [THIS PAGE INTENTIONALLY LEFT BLANK.]

                                     ANNEX C

                          MORTGAGE POOL CHARACTERISTICS










                     [THIS PAGE INTENTIONALLY LEFT BLANK.]




                                                                         ANNEX C

PROPERTY TYPES




                    NUMBER OF MORTGAGED  AGGREGATE CUT-OFF DATE   % OF INITIAL MORTGAGE   WTD. AVG.   WTD. AVG. CUT-OFF
   PROPERTY TYPE        PROPERTIES        PRINCIPAL BALANCE ($)       POOL BALANCE          DSCR        DATE LTV RATIO
-------------------------------------------------------------------------------------------------------------------------

Office                      70                1,761,387,920               48.9%             1.59            71.7%
Retail                      59                1,337,551,837               37.1%             1.56            64.4%
Hospitality                  8                  318,911,378                8.8%             2.28            60.6%
Multifamily                 16                  152,679,936                4.2%             1.39            76.3%
Industrial                   5                   31,689,205                0.9%             1.44            77.3%
Self-Storage                 1                    2,682,157                0.1%             1.57            74.5%
                    -----------------------------------------------------------------------------------------------------
                            159               3,604,902,433              100.0%             1.63            68.3%
-------------------------------------------------------------------------------------------------------------------------


                                        WTD. AVG. REMAINING
                   WTD. AVG. MATURITY     TERM TO MATURITY    WTD. AVG. MORTGAGE
   PROPERTY TYPE     DATE LTV RATIO           (MONTHS)               RATE
--------------------------------------------------------------------------------

Office                    65.5%                 99                  5.574%
Retail                    59.6%                 84                  5.180%
Hospitality               53.6%                 87                  5.597%
Multifamily               73.3%                 79                  6.142%
Industrial                70.5%                 83                  5.950%
Self-Storage              58.4%                115                  6.150%
                  --------------------------------------------------------------
                          62.6%                 91                  5.458%
--------------------------------------------------------------------------------



PROPERTY LOCATIONS




                    NUMBER OF MORTGAGED  AGGREGATE CUT-OFF DATE   % OF INITIAL MORTGAGE   WTD. AVG.   WTD. AVG. CUT-OFF
  PROPERTY STATE        PROPERTIES        PRINCIPAL BALANCE ($)       POOL BALANCE          DSCR        DATE LTV RATIO
--------------------------------------------------------------------------------------------------------------------------

Texas                       11                  586,634,017               16.3%             1.88            64.0%
New York                     7                  582,750,000               16.2%             1.62            68.1%
California                  29                  439,615,452               12.2%             1.41            72.8%
Nevada                      12                  313,900,453                8.7%             1.60            56.9%
Hawaii                       3                  227,400,000                6.3%             1.31            71.6%
Arizona                      5                  172,762,258                4.8%             2.63            61.6%
Kentucky                     4                  167,213,425                4.6%             1.68            62.1%
Pennsylvania                 4                  118,464,672                3.3%             1.79            72.9%
Georgia                      9                  117,435,724                3.3%             1.60            72.2%
North Carolina               6                   83,962,186                2.3%             1.35            79.5%
Other States (1)            69                  794,764,245               22.0%             1.47            72.9%
                    ------------------------------------------------------------------------------------------------------
                            159               3,604,902,433              100.0%             1.63            68.3%
--------------------------------------------------------------------------------------------------------------------------


                                       WTD. AVG. REMAINING
                  WTD. AVG. MATURITY     TERM TO MATURITY    WTD. AVG. MORTGAGE
  PROPERTY STATE    DATE LTV RATIO           (MONTHS)               RATE
-------------------------------------------------------------------------------

Texas                    61.3%                 78                  4.913%
New York                 63.4%                100                  5.564%
California               64.5%                106                  5.912%
Nevada                   55.5%                 65                  5.058%
Hawaii                   65.9%                117                  5.853%
Arizona                  60.0%                 67                  5.151%
Kentucky                 58.2%                 61                  4.891%
Pennsylvania             68.6%                 86                  5.337%
Georgia                  68.7%                 70                  5.579%
North Carolina           68.5%                115                  5.725%
Other States (1)         63.0%                103                  5.733%
                  -------------------------------------------------------------
                         62.6%                 91                  5.458%
-------------------------------------------------------------------------------


(1) Includes 24 states and Washington DC


CUT-OFF DATE PRINCIPAL BALANCES



                                        NUMBER OF     AGGREGATE CUT-OFF DATE   % OF INITIAL MORTGAGE   WTD. AVG.   WTD. AVG. CUT-OFF
RANGE OF CUT-OFF DATE BALANCES ($)   MORTGAGE LOANS    PRINCIPAL BALANCE ($)       POOL BALANCE          DSCR        DATE LTV RATIO
------------------------------------------------------------------------------------------------------------------------------------

     Less than 2,500,001                    8                 14,203,441                0.4%             1.50            68.5%
    2,500,001 - 5,000,000                  30                110,165,502                3.1%             1.50            73.1%
    5,000,001 - 7,500,000                  23                143,478,180                4.0%             1.44            74.4%
   7,500,001 - 10,000,000                  16                137,824,761                3.8%             1.47            74.1%
   10,000,001 - 12,500,000                  9                101,659,714                2.8%             1.44            73.8%
   12,500,001 - 15,000,000                 12                168,877,692                4.7%             1.40            75.0%
   15,000,001 - 17,500,000                  6                 98,852,316                2.7%             1.48            75.9%
   17,500,001 - 20,000,000                  4                 75,877,689                2.1%             1.75            68.0%
   20,000,001 - 22,500,000                  6                125,264,360                3.5%             1.34            76.5%
   22,500,001 - 25,000,000                  1                 23,694,569                0.7%             1.91            69.7%
   25,000,001 - 50,000,000                 10                349,876,512                9.7%             1.48            70.9%
   50,000,001 - 75,000,000                  6                383,550,000               10.6%             1.53            69.0%
  75,000,001 - 100,000,000                  4                363,336,163               10.1%             1.46            74.9%
  100,000,001 - 200,000,000                 4                583,327,634               16.2%             1.97            62.7%
  200,000,001 - 275,000,000                 4                924,913,900               25.7%             1.75            61.7%
                                    ------------------------------------------------------------------------------------------------
                                          143              3,604,902,433              100.0%             1.63            68.3%
------------------------------------------------------------------------------------------------------------------------------------


                                                            WTD. AVG. REMAINING
                                       WTD. AVG. MATURITY     TERM TO MATURITY    WTD. AVG. MORTGAGE
RANGE OF CUT-OFF DATE BALANCES ($)       DATE LTV RATIO           (MONTHS)               RATE
----------------------------------------------------------------------------------------------------

     Less than 2,500,001                      58.2%                116                  5.848%
    2,500,001 - 5,000,000                     62.0%                112                  5.613%
    5,000,001 - 7,500,000                     63.8%                104                  5.558%
   7,500,001 - 10,000,000                     66.4%                 99                  5.753%
   10,000,001 - 12,500,000                    65.3%                111                  5.535%
   12,500,001 - 15,000,000                    66.0%                 99                  5.748%
   15,000,001 - 17,500,000                    65.9%                106                  5.839%
   17,500,001 - 20,000,000                    61.1%                 92                  5.599%
   20,000,001 - 22,500,000                    66.8%                116                  5.678%
   22,500,001 - 25,000,000                    59.2%                 81                  5.446%
   25,000,001 - 50,000,000                    59.9%                103                  5.671%
   50,000,001 - 75,000,000                    62.9%                112                  5.748%
  75,000,001 - 100,000,000                    70.4%                 92                  6.002%
  100,000,001 - 200,000,000                   60.9%                 70                  5.200%
  200,000,001 - 275,000,000                   59.4%                 77                  4.980%
                                    -----------------------------------------------------------------
                                              62.6%                 91                  5.458%
-----------------------------------------------------------------------------------------------------


THE AVERAGE CUT-OFF DATE PRINCIPAL BALANCE IS $25,209,108.


                                      C-1


                                                                         ANNEX C

MORTGAGE RATES




                                       NUMBER OF     AGGREGATE CUT-OFF DATE   % OF INITIAL MORTGAGE   WTD. AVG.   WTD. AVG. CUT-OFF
RANGE OF MORTGAGE RATES (%)          MORTGAGE LOANS    PRINCIPAL BALANCE ($)       POOL BALANCE          DSCR        DATE LTV RATIO
------------------------------------------------------------------------------------------------------------------------------------

      Less than 5.249                      20              1,352,127,494               37.5%             1.95            60.9%
       5.250 - 5.499                       35                542,691,607               15.1%             1.63            71.9%
       5.500 - 5.749                       34                501,189,463               13.9%             1.42            73.5%
       5.750 - 5.999                       22                495,435,753               13.7%             1.33            75.7%
       6.000 - 6.249                       21                409,063,102               11.3%             1.46            66.1%
       6.250 - 6.499                        8                163,058,333                4.5%             1.34            78.2%
       6.500 - 6.749                        2                 93,136,680                2.6%             1.25            72.5%
       6.750 - 6.999                        1                 48,200,000                1.3%             1.29            79.3%
                                    ------------------------------------------------------------------------------------------------
                                          143              3,604,902,433              100.0%             1.63            68.3%
------------------------------------------------------------------------------------------------------------------------------------


                                                            WTD. AVG. REMAINING
                                      WTD. AVG. MATURITY     TERM TO MATURITY    WTD. AVG. MORTGAGE
RANGE OF MORTGAGE RATES (%)              DATE LTV RATIO           (MONTHS)               RATE
---------------------------------------------------------------------------------------------------

      Less than 5.249                         59.3%                 65                  4.853%
       5.250 - 5.499                          64.6%                 98                  5.389%
       5.500 - 5.749                          66.0%                113                  5.595%
       5.750 - 5.999                          67.2%                116                  5.827%
       6.000 - 6.249                          54.9%                120                  6.131%
       6.250 - 6.499                          75.7%                 66                  6.391%
       6.500 - 6.749                          61.8%                116                  6.681%
       6.750 - 6.999                          74.9%                 78                  6.756%
                                    ---------------------------------------------------------------
                                              62.6%                 91                  5.458%
---------------------------------------------------------------------------------------------------


THE WEIGHTED AVERAGE MORTGAGE RATE IS 5.458%.


DEBT SERVICE COVERAGE RATIOS




                                       NUMBER OF     AGGREGATE CUT-OFF DATE   % OF INITIAL MORTGAGE   WTD. AVG.   WTD. AVG. CUT-OFF
       RANGE OF DSCRS                MORTGAGE LOANS    PRINCIPAL BALANCE ($)       POOL BALANCE          DSCR        DATE LTV RATIO
------------------------------------------------------------------------------------------------------------------------------------

       Less than 1.20                       8                171,020,943                4.7%             1.18            75.3%
        1.20 - 1.2999                      23                729,818,709               20.2%             1.27            74.1%
        1.30 - 1.3999                      36                588,382,724               16.3%             1.35            76.9%
        1.40 - 1.4999                      20                245,200,602                6.8%             1.44            73.9%
        1.50 - 1.5999                      17                113,165,646                3.1%             1.56            72.0%
        1.60 - 1.6999                      12                457,314,399               12.7%             1.68            56.6%
        1.70 - 1.7999                      10                184,792,185                5.1%             1.74            68.5%
        1.80 - 1.8999                       8                433,790,469               12.0%             1.87            60.6%
        1.90 - 1.9999                       4                230,366,756                6.4%             1.95            64.5%
        2.00 - 2.2499                       3                297,050,000                8.2%             2.14            62.7%
        2.25 - 2.4999                       1                 19,000,000                0.5%             2.37            50.7%
        2.75 - 2.9999                       1                135,000,000                3.7%             2.93            61.4%
                                    ------------------------------------------------------------------------------------------------
                                          143              3,604,902,433              100.0%             1.63            68.3%
------------------------------------------------------------------------------------------------------------------------------------


                                                            WTD. AVG. REMAINING
                                      WTD. AVG. MATURITY     TERM TO MATURITY    WTD. AVG. MORTGAGE
       RANGE OF DSCRS                    DATE LTV RATIO           (MONTHS)               RATE
---------------------------------------------------------------------------------------------------

       Less than 1.20                         57.2%                133                  6.064%
        1.20 - 1.2999                         66.7%                114                  6.016%
        1.30 - 1.3999                         70.0%                103                  5.745%
        1.40 - 1.4999                         65.1%                110                  5.488%
        1.50 - 1.5999                         62.4%                105                  5.643%
        1.60 - 1.6999                         53.8%                 63                  4.898%
        1.70 - 1.7999                         64.1%                 87                  5.458%
        1.80 - 1.8999                         58.0%                 66                  4.796%
        1.90 - 1.9999                         62.9%                 63                  5.158%
        2.00 - 2.2499                         60.1%                 90                  5.299%
        2.25 - 2.4999                         48.7%                 59                  5.603%
        2.75 - 2.9999                         61.4%                 58                  5.080%
                                    ---------------------------------------------------------------
                                              62.6%                 91                  5.458%
---------------------------------------------------------------------------------------------------


THE WEIGHTED AVERAGE DEBT SERVICE COVERAGE RATIO IS 1.63X.


                                      C-2


                                                                         ANNEX C

CUT-OFF DATE LOAN-TO-VALUE RATIOS




                                       NUMBER OF     AGGREGATE CUT-OFF DATE   % OF INITIAL MORTGAGE   WTD. AVG.   WTD. AVG. CUT-OFF
RANGE OF CUT-OFF DATE LTV RATIOS (%) MORTGAGE LOANS    PRINCIPAL BALANCE ($)       POOL BALANCE          DSCR        DATE LTV RATIO
------------------------------------------------------------------------------------------------------------------------------------

           Less than 55.00                  6                348,602,441                9.7%             1.81            50.0%
            55.01 - 60.00                   2                261,691,108                7.3%             1.87            55.5%
            60.01 - 65.00                  13                611,377,867               17.0%             2.04            62.0%
            65.01 - 70.00                  21                643,735,389               17.9%             1.71            67.4%
            70.01 - 75.00                  37                689,882,056               19.1%             1.43            73.4%
            75.01 - 80.00                  60                997,474,745               27.7%             1.37            78.2%
            80.01 - 85.00                   4                 52,138,827                1.4%             1.24            81.0%
                                    ------------------------------------------------------------------------------------------------
                                          143              3,604,902,433              100.0%             1.63            68.3%
------------------------------------------------------------------------------------------------------------------------------------


                                                            WTD. AVG. REMAINING
                                      WTD. AVG. MATURITY     TERM TO MATURITY    WTD. AVG. MORTGAGE
RANGE OF CUT-OFF DATE LTV RATIOS (%)     DATE LTV RATIO           (MONTHS)               RATE
---------------------------------------------------------------------------------------------------

           Less than 55.00                    47.4%                 70                  5.161%
            55.01 - 60.00                     52.9%                 59                  4.473%
            60.01 - 65.00                     59.6%                 66                  5.098%
            65.01 - 70.00                     63.2%                 96                  5.507%
            70.01 - 75.00                     63.3%                115                  5.754%
            75.01 - 80.00                     71.2%                103                  5.774%
            80.01 - 85.00                     70.1%                117                  6.046%
                                    ---------------------------------------------------------------
                                              62.6%                 91                  5.458%
---------------------------------------------------------------------------------------------------


THE WEIGHTED AVERAGE CUT-OFF DATE LTV RATIO IS 68.3%.


MATURITY DATE LOAN-TO-VALUE RATIOS




                                         NUMBER OF     AGGREGATE CUT-OFF DATE   % OF INITIAL MORTGAGE   WTD. AVG.  WTD. AVG. CUT-OFF
RANGE OF MATURITY DATE LTV RATIOS (%)  MORTGAGE LOANS    PRINCIPAL BALANCE ($)       POOL BALANCE          DSCR       DATE LTV RATIO
------------------------------------------------------------------------------------------------------------------------------------

        Less than 55.00                      14                685,640,716                19.0%            1.80           54.1%
         55.01 - 60.00                       22                426,790,646                11.8%            1.53           65.0%
         60.01 - 65.00                       33                787,282,168                21.8%            1.82           67.0%
         65.01 - 70.00                       53              1,211,225,139                33.6%            1.55           74.0%
         70.01 - 75.00                       12                254,673,764                 7.1%            1.30           78.3%
         75.01 - 80.00                        9                239,290,000                 6.6%            1.47           78.9%
                                       ---------------------------------------------------------------------------------------------
                                            143              3,604,902,433               100.0%            1.63           68.3%
------------------------------------------------------------------------------------------------------------------------------------


                                                              WTD. AVG. REMAINING
                                          WTD. AVG. MATURITY     TERM TO MATURITY    WTD. AVG. MORTGAGE
RANGE OF MATURITY DATE LTV RATIOS (%)        DATE LTV RATIO           (MONTHS)               RATE
-------------------------------------------------------------------------------------------------------

        Less than 55.00                           47.6%                 77                  4.961%
         55.01 - 60.00                            58.3%                 87                  5.457%
         60.01 - 65.00                            62.3%                 88                  5.492%
         65.01 - 70.00                            67.7%                106                  5.526%
         70.01 - 75.00                            72.2%                 95                  5.950%
         75.01 - 80.00                            78.8%                 74                  5.906%
                                       ----------------------------------------------------------------
                                                  62.6%                 91                  5.458%
-------------------------------------------------------------------------------------------------------


THE WEIGHTED AVERAGE MATURITY DATE LTV RATIO IS 62.6%.


ORIGINAL TERMS TO MATURITY




                                               NUMBER OF    AGGREGATE CUT-OFF DATE  % OF INITIAL MORTGAGE  WTD. AVG.
RANGE OF ORIGINAL TERMS TO MATURITY (MONTHS) MORTGAGE LOANS   PRINCIPAL BALANCE ($)      POOL BALANCE         DSCR
---------------------------------------------------------------------------------------------------------------------

               0 - 60                              21             1,004,420,057               27.9%           1.89
               61 - 96                             19               855,292,118               23.7%           1.84
              109 - 132                           100             1,711,658,635               47.5%           1.38
              133 - 192                             2                 7,851,818                0.2%           1.45
              193 - 252                             1                25,679,805                0.7%           1.19
                                             ------------------------------------------------------------------------
                                                  143             3,604,902,433              100.0%           1.63
---------------------------------------------------------------------------------------------------------------------



                                                                                     WTD. AVG. REMAINING
                                             WTD. AVG. CUT-OFF   WTD. AVG. MATURITY     TERM TO MATURITY    WTD. AVG. MORTGAGE
RANGE OF ORIGINAL TERMS TO MATURITY (MONTHS)    DATE LTV RATIO      DATE LTV RATIO           (MONTHS)               RATE
------------------------------------------------------------------------------------------------------------------------------

               0 - 60                                62.2%               61.5%                 56                   5.162%
               61 - 96                               65.8%               63.1%                 75                   5.145%
              109 - 132                              73.1%               64.3%                118                   5.778%
              133 - 192                              55.6%                0.7%                176                   5.535%
              193 - 252                              72.4%                1.8%                234                   6.100%
                                             ---------------------------------------------------------------------------------
                                                     68.3%               62.6%                 91                   5.458%
------------------------------------------------------------------------------------------------------------------------------

THE WEIGHTED AVERAGE ORIGINAL TERM TO MATURITY IS 94 MONTHS.


REMAINING TERMS TO MATURITY




                                                NUMBER OF    AGGREGATE CUT-OFF DATE  % OF INITIAL MORTGAGE  WTD. AVG.
RANGE OF REMAINING TERMS TO MATURITY (MONTHS) MORTGAGE LOANS   PRINCIPAL BALANCE ($)      POOL BALANCE         DSCR
----------------------------------------------------------------------------------------------------------------------

        0 - 60                                      22             1,254,811,164               34.8%           1.88
        61 - 96                                     18               604,901,010               16.8%           1.83
       109 - 130                                   100             1,711,658,635               47.5%           1.38
       131 - 190                                     2                 7,851,818                0.2%           1.45
       191 - 250                                     1                25,679,805                0.7%           1.19
                                              ------------------------------------------------------------------------
                                                   143             3,604,902,433              100.0%           1.63
----------------------------------------------------------------------------------------------------------------------


                                                                                     WTD. AVG. REMAINING
                                              WTD. AVG. CUT-OFF   WTD. AVG. MATURITY     TERM TO MATURITY    WTD. AVG. MORTGAGE
RANGE OF REMAINING TERMS TO MATURITY (MONTHS)    DATE LTV RATIO      DATE LTV RATIO           (MONTHS)               RATE
-------------------------------------------------------------------------------------------------------------------------------

        0 - 60                                        60.8%               59.7%                 57                   5.016%
        61 - 96                                       70.1%               67.4%                 81                   5.441%
       109 - 130                                      73.1%               64.3%                118                   5.778%
       131 - 190                                      55.6%                0.7%                176                   5.535%
       191 - 250                                      72.4%                1.8%                234                   6.100%
                                              ---------------------------------------------------------------------------------
                                                      68.3%               62.6%                 91                   5.458%
-------------------------------------------------------------------------------------------------------------------------------


THE WEIGHTED AVERAGE REMAINING TERM TO MATURITY IS 91 MONTHS.


                                      C-3


                                                                         ANNEX C

SEASONING




                                                NUMBER OF    AGGREGATE CUT-OFF DATE  % OF INITIAL MORTGAGE  WTD. AVG.
          SEASONING (MONTHS)                  MORTGAGE LOANS   PRINCIPAL BALANCE ($)      POOL BALANCE         DSCR
----------------------------------------------------------------------------------------------------------------------

                0 - 12                             143             3,604,902,433              100.0%           1.63
                                              ------------------------------------------------------------------------
                                                   143             3,604,902,433              100.0%           1.63
----------------------------------------------------------------------------------------------------------------------


                                                                                     WTD. AVG. REMAINING
                                              WTD. AVG. CUT-OFF   WTD. AVG. MATURITY     TERM TO MATURITY    WTD. AVG. MORTGAGE
          SEASONING (MONTHS)                     DATE LTV RATIO      DATE LTV RATIO           (MONTHS)               RATE
-------------------------------------------------------------------------------------------------------------------------------

                0 - 12                                68.3%               62.6%                 91                   5.458%
                                              ---------------------------------------------------------------------------------
                                                      68.3%               62.6%                 91                   5.458%
-------------------------------------------------------------------------------------------------------------------------------

THE WEIGHTED AVERAGE SEASONING IS 3 MONTHS.

ORIGINAL AMORTIZATION TERMS




                                                NUMBER OF    AGGREGATE CUT-OFF DATE  % OF INITIAL MORTGAGE  WTD. AVG.
RANGE OF ORIGINAL AMORTIZATION TERMS (MONTHS) MORTGAGE LOANS   PRINCIPAL BALANCE ($)      POOL BALANCE         DSCR
----------------------------------------------------------------------------------------------------------------------

             Interest Only                          15               848,260,000               23.5%           2.00
               151 - 240                             3                33,531,623                0.9%           1.25
               241 - 360                           125             2,723,110,809               75.5%           1.52
                                               -----------------------------------------------------------------------
                                                   143             3,604,902,433              100.0%           1.63
----------------------------------------------------------------------------------------------------------------------


                                                                                     WTD. AVG. REMAINING
                                              WTD. AVG. CUT-OFF   WTD. AVG. MATURITY     TERM TO MATURITY    WTD. AVG. MORTGAGE
RANGE OF ORIGINAL AMORTIZATION TERMS (MONTHS)    DATE LTV RATIO      DATE LTV RATIO           (MONTHS)               RATE
-------------------------------------------------------------------------------------------------------------------------------

             Interest Only                            68.4%               68.4%                 70                   5.318%
               151 - 240                              68.4%                1.5%                220                   5.968%
               241 - 360                              68.2%               61.6%                 96                   5.495%
                                              ---------------------------------------------------------------------------------
                                                      68.3%               62.6%                 91                   5.458%
-------------------------------------------------------------------------------------------------------------------------------

THE WEIGHTED AVERAGE ORIGINAL AMORTIZATION TERM IS 353 MONTHS.

REMAINING STATED AMORTIZATION TERMS




                                                 NUMBER OF    AGGREGATE CUT-OFF DATE  % OF INITIAL MORTGAGE  WTD. AVG.
RANGE OF REMAINING AMORTIZATION TERMS (MONTHS) MORTGAGE LOANS   PRINCIPAL BALANCE ($)      POOL BALANCE         DSCR
-----------------------------------------------------------------------------------------------------------------------

             Interest Only                           15              848,260,000                23.5%           2.00
               151 - 240                              3               33,531,623                 0.9%           1.25
               241 - 360                            125            2,723,110,809                75.5%           1.52
                                               ------------------------------------------------------------------------
                                                    143            3,604,902,433               100.0%           1.63
-----------------------------------------------------------------------------------------------------------------------


                                                                                      WTD. AVG. REMAINING
                                               WTD. AVG. CUT-OFF   WTD. AVG. MATURITY     TERM TO MATURITY    WTD. AVG. MORTGAGE
RANGE OF REMAINING AMORTIZATION TERMS (MONTHS)    DATE LTV RATIO      DATE LTV RATIO           (MONTHS)               RATE
--------------------------------------------------------------------------------------------------------------------------------

             Interest Only                             68.4%               68.4%                 70                   5.318%
               151 - 240                               68.4%                1.5%                220                   5.968%
               241 - 360                               68.2%               61.6%                 96                   5.495%
                                               ---------------------------------------------------------------------------------
                                                       68.3%               62.6%                 91                   5.458%
--------------------------------------------------------------------------------------------------------------------------------

THE WEIGHTED AVERAGE REMAINING AMORTIZATION TERM IS 352 MONTHS.

                                      C-4


                                                                         ANNEX C

AMORTIZATION TYPES



                                                 NUMBER OF    AGGREGATE CUT-OFF DATE  % OF INITIAL MORTGAGE  WTD. AVG.
              AMORTIZATION TYPE                MORTGAGE LOANS   PRINCIPAL BALANCE ($)      POOL BALANCE         DSCR
-----------------------------------------------------------------------------------------------------------------------

                  Amortizing                         66             1,304,019,809               36.2%           1.65
       Interest Only, Then Amortizing                59             1,419,091,000               39.4%           1.40
                Interest Only                        15               848,260,000               23.5%           2.00
              Fully Amortizing                        3                33,531,623                0.9%           1.25
                                               ------------------------------------------------------------------------
                                                    143             3,604,902,433              100.0%           1.63
-----------------------------------------------------------------------------------------------------------------------


                                                                                      WTD. AVG. REMAINING
                                               WTD. AVG. CUT-OFF   WTD. AVG. MATURITY     TERM TO MATURITY    WTD. AVG. MORTGAGE
              AMORTIZATION TYPE                   DATE LTV RATIO      DATE LTV RATIO           (MONTHS)               RATE
--------------------------------------------------------------------------------------------------------------------------------

                  Amortizing                           62.4%               56.2%                 83                   5.289%
       Interest Only, Then Amortizing                  73.6%               66.6%                109                   5.684%
                Interest Only                          68.4%               68.4%                 70                   5.318%
              Fully Amortizing                         68.4%                1.5%                220                   5.968%
                                               ---------------------------------------------------------------------------------
                                                       68.3%               62.6%                 91                   5.458%
--------------------------------------------------------------------------------------------------------------------------------



LOCKBOXES




                                                 NUMBER OF    AGGREGATE CUT-OFF DATE  % OF INITIAL MORTGAGE
               LOCKBOX TYPE                    MORTGAGE LOANS   PRINCIPAL BALANCE ($)      POOL BALANCE
------------------------------------------------------------------------------------------------------------

                    Hard                             43             2,687,267,979               74.5%
                    Soft                              8               191,414,741               5.3%
------------------------------------------------------------------------------------------------------------



ESCROW TYPES



                                                 NUMBER OF    AGGREGATE CUT-OFF DATE  % OF INITIAL MORTGAGE
             ESCROW TYPE (1)                   MORTGAGE LOANS   PRINCIPAL BALANCE ($)      POOL BALANCE
------------------------------------------------------------------------------------------------------------

TI/LC (2)                                           103             1,935,116,781               61.8%
Real Estate Tax                                     125             2,510,931,889               69.7%
Insurance                                           119             2,481,529,921               68.8%
Replacement Reserve                                 121             2,201,907,141               61.1%
------------------------------------------------------------------------------------------------------------

(1) Includes initial and ongoing reserves and escrows

(2) The statistical information for the TI/LC Reserve percentage does not
include mortgage loans secured by multifamily, hospitality, mobile home park,
land, or self-storage properties.

PREPAYMENT PROVISION SUMMARY




                                                        NUMBER OF    AGGREGATE CUT-OFF DATE  % OF INITIAL MORTGAGE  WTD. AVG.
                   PREPAYMENT TYPE                    MORTGAGE LOANS   PRINCIPAL BALANCE ($)      POOL BALANCE         DSCR
------------------------------------------------------------------------------------------------------------------------------

                  Lockout/Defeasance                       128             3,190,468,008               88.5%           1.55
Lockout/Greater 1% or Yield Maintenance or Defeasance        2               222,870,000                6.2%           2.14
Lockout/Greater of Declining Fee or Yield Maintenance        1               135,000,000                3.7%           2.93
       Lockout/Greater 1% or Yield Maintenance              11                50,964,425                1.4%           1.43
           Lockout/Yield Maintenance + 1%                    1                 5,600,000                0.2%           1.24
                                                     -------------------------------------------------------------------------
                                                           143             3,604,902,433              100.0%           1.63
------------------------------------------------------------------------------------------------------------------------------


                                                                                               WTD. AVG. REMAINING
                                                     WTD. AVG. CUT-OFF   WTD. AVG. MATURITY     TERM TO MATURITY    WTD. AVG. MORTGAGE
                   PREPAYMENT TYPE                      DATE LTV RATIO      DATE LTV RATIO           (MONTHS)               RATE
--------------------------------------------------------------------------------------------------------------------------------------

                  Lockout/Defeasance                          68.5%              62.4%                 93                   5.500%
Lockout/Greater 1% or Yield Maintenance or Defeasance         67.8%              67.7%                 81                   5.017%
Lockout/Greater of Declining Fee or Yield Maintenance         61.4%              61.4%                 58                   5.080%
       Lockout/Greater 1% or Yield Maintenance                71.1%              58.8%                120                   5.720%
           Lockout/Yield Maintenance + 1%                     73.7%              65.1%                116                   5.873%
                                                     ---------------------------------------------------------------------------------
                                                              68.3%              62.6%                 91                   5.458%
--------------------------------------------------------------------------------------------------------------------------------------











                     [THIS PAGE INTENTIONALLY LEFT BLANK.]

                                     ANNEX D

                                DECREMENT TABLES


  PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE A-1 CERTIFICATES



                                                      0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
                                                                    OTHERWISE AT INDICATED CPR
                                                 -------------------------------------------------------------------
               PAYMENT DATE                       0 CPR         25 CPR         50 CPR         75 CPR         100 CPR
-----------------------------------------        -------       -------        -------        -------         -------

Initial Date.............................         100.00        100.00         100.00         100.00         100.00
February 10, 2006........................          83.00         83.00          83.00          83.00          83.00
February 10, 2007........................          62.45         62.45          62.45          62.45          62.45
February 10, 2008........................          36.54         36.54          36.54          36.54          36.54
February 10, 2009........................           6.69          0.00           0.00           0.00           0.00
February 10, 2010........................           0.00          0.00           0.00           0.00           0.00
Weighted Average Life in Years...........           2.40          2.39           2.39           2.39           2.39



  PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE A-2 CERTIFICATES




                                                      0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
                                                                    OTHERWISE AT INDICATED CPR
                                                 ------------------------------------------------------------------
                PAYMENT DATE                      0 CPR         25 CPR         50 CPR         75 CPR        100 CPR
-----------------------------------------        -------        ------         ------         ------        -------

Initial Date.............................         100.00        100.00         100.00         100.00         100.00
February 10, 2006........................         100.00        100.00         100.00         100.00         100.00
February 10, 2007........................         100.00        100.00         100.00         100.00         100.00
February 10, 2008........................         100.00        100.00         100.00         100.00         100.00
February 10, 2009........................         100.00         99.82          98.68          96.90          82.36
February 10, 2010........................           0.00          0.00           0.00           0.00           0.00
Weighted Average Life in Years...........           4.74          4.72           4.69           4.65           4.40



  PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE A-3 CERTIFICATES




                                                      0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
                                                                    OTHERWISE AT INDICATED CPR
                                                -------------------------------------------------------------------
                PAYMENT DATE                     0 CPR          25 CPR         50 CPR         75 CPR        100 CPR
-----------------------------------------        -------        ------         ------         ------        -------

Initial Date.............................         100.00        100.00         100.00         100.00         100.00
February 10, 2006........................         100.00        100.00         100.00         100.00         100.00
February 10, 2007........................         100.00        100.00         100.00         100.00         100.00
February 10, 2008........................         100.00        100.00         100.00         100.00         100.00
February 10, 2009........................         100.00        100.00         100.00         100.00         100.00
February 10, 2010........................          68.88         68.88          68.88          68.88          68.88
February 10, 2011........................          37.23         37.23          37.23          37.23          37.23
February 10, 2012........................           0.00          0.00           0.00           0.00           0.00
Weighted Average Life in Years...........           5.66          5.65           5.64           5.63           5.55


                                      D-1



  PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE A-4 CERTIFICATES



                                                      0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
                                                                    OTHERWISE AT INDICATED CPR
                                                 ------------------------------------------------------------------
                PAYMENT DATE                      0 CPR         25 CPR         50 CPR         75 CPR        100 CPR
-----------------------------------------        -------        ------         ------         ------        -------

Initial Date.............................         100.00        100.00         100.00         100.00         100.00
February 10, 2006........................         100.00        100.00         100.00         100.00         100.00
February 10, 2007........................         100.00        100.00         100.00         100.00         100.00
February 10, 2008........................         100.00        100.00         100.00         100.00         100.00
February 10, 2009........................         100.00        100.00         100.00         100.00         100.00
February 10, 2010........................         100.00        100.00         100.00         100.00         100.00
February 10, 2011........................         100.00        100.00         100.00         100.00         100.00
February 10, 2012........................           0.00          0.00           0.00           0.00           0.00
Weighted Average Life in Years...........           6.73          6.72           6.71           6.68           6.49


                              PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE A-5 CERTIFICATES



                                                      0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
                                                                    OTHERWISE AT INDICATED CPR
                                                 ------------------------------------------------------------------
               PAYMENT DATE                      0 CPR          25 CPR         50 CPR         75 CPR        100 CPR
-----------------------------------------        -------        ------         ------         ------        -------

Initial Date.............................         100.00        100.00         100.00         100.00         100.00
February 10, 2006........................         100.00        100.00         100.00         100.00         100.00
February 10, 2007........................         100.00        100.00         100.00         100.00         100.00
February 10, 2008........................         100.00        100.00         100.00         100.00         100.00
February 10, 2009........................         100.00        100.00         100.00         100.00         100.00
February 10, 2010........................         100.00        100.00         100.00         100.00         100.00
February 10, 2011........................         100.00        100.00         100.00         100.00         100.00
February 10, 2012........................          88.46         88.46          88.46          88.46          88.46
February 10, 2013........................          40.15         40.15          40.15          40.15          40.15
February 10, 2014........................           9.25          9.25           9.25           9.25           9.25
February 10, 2015........................           0.00          0.00           0.00           0.00           0.00
Weighted Average Life in Years...........           7.94          7.93           7.93           7.92           7.87



  PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE A-6 CERTIFICATES



                                                      0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
                                                                    OTHERWISE AT INDICATED CPR
                                                 ------------------------------------------------------------------
               PAYMENT DATE                      0 CPR          25 CPR         50 CPR         75 CPR        100 CPR
-----------------------------------------        -------        ------         ------         ------        -------

Initial Date.............................         100.00        100.00         100.00         100.00         100.00
February 10, 2006........................         100.00        100.00         100.00         100.00         100.00
February 10, 2007........................         100.00        100.00         100.00         100.00         100.00
February 10, 2008........................         100.00        100.00         100.00         100.00         100.00
February 10, 2009........................         100.00        100.00         100.00         100.00         100.00
February 10, 2010........................         100.00        100.00         100.00         100.00         100.00
February 10, 2011........................         100.00        100.00         100.00         100.00         100.00
February 10, 2012........................         100.00        100.00         100.00         100.00         100.00
February 10, 2013........................         100.00        100.00         100.00         100.00         100.00
February 10, 2014........................         100.00        100.00         100.00         100.00         100.00
February 10, 2015........................           0.00          0.00           0.00           0.00           0.00
Weighted Average Life in Years...........           9.69          9.68           9.66           9.63           9.46


                                      D-2



  PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE A-J CERTIFICATES



                                                      0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
                                                                    OTHERWISE AT INDICATED CPR
                                                 ------------------------------------------------------------------
               PAYMENT DATE                      0 CPR          25 CPR         50 CPR         75 CPR        100 CPR
-----------------------------------------        -------        ------         ------         ------        -------

Initial Date.............................         100.00        100.00         100.00         100.00         100.00
February 10, 2006........................         100.00        100.00         100.00         100.00         100.00
February 10, 2007........................         100.00        100.00         100.00         100.00         100.00
February 10, 2008........................         100.00        100.00         100.00         100.00         100.00
February 10, 2009........................         100.00        100.00         100.00         100.00         100.00
February 10, 2010........................         100.00        100.00         100.00         100.00         100.00
February 10, 2011........................         100.00        100.00         100.00         100.00         100.00
February 10, 2012........................         100.00        100.00         100.00         100.00         100.00
February 10, 2013........................         100.00        100.00         100.00         100.00         100.00
February 10, 2014........................         100.00        100.00         100.00         100.00         100.00
February 10, 2015........................           0.00          0.00           0.00           0.00           0.00
Weighted Average Life in Years...........           9.84          9.83           9.83           9.83           9.60



   PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE B CERTIFICATES



                                                      0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
                                                                    OTHERWISE AT INDICATED CPR
                                                 ------------------------------------------------------------------
               PAYMENT DATE                      0 CPR          25 CPR         50 CPR         75 CPR        100 CPR
-----------------------------------------        -------        ------         ------         ------        -------

Initial Date.............................         100.00        100.00         100.00         100.00         100.00
February 10, 2006........................         100.00        100.00         100.00         100.00         100.00
February 10, 2007........................         100.00        100.00         100.00         100.00         100.00
February 10, 2008........................         100.00        100.00         100.00         100.00         100.00
February 10, 2009........................         100.00        100.00         100.00         100.00         100.00
February 10, 2010........................         100.00        100.00         100.00         100.00         100.00
February 10, 2011........................         100.00        100.00         100.00         100.00         100.00
February 10, 2012........................         100.00        100.00         100.00         100.00         100.00
February 10, 2013........................         100.00        100.00         100.00         100.00         100.00
February 10, 2014........................         100.00        100.00         100.00         100.00         100.00
February 10, 2015........................           0.00          0.00           0.00           0.00           0.00
Weighted Average Life in Years...........           9.92          9.91           9.89           9.86           9.67



   PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE C CERTIFICATES



                                                      0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
                                                                    OTHERWISE AT INDICATED CPR
                                                 ------------------------------------------------------------------
               PAYMENT DATE                      0 CPR          25 CPR         50 CPR         75 CPR        100 CPR
-----------------------------------------        -------        ------         ------         ------        -------

Initial Date.............................         100.00        100.00         100.00         100.00         100.00
February 10, 2006........................         100.00        100.00         100.00         100.00         100.00
February 10, 2007........................         100.00        100.00         100.00         100.00         100.00
February 10, 2008........................         100.00        100.00         100.00         100.00         100.00
February 10, 2009........................         100.00        100.00         100.00         100.00         100.00
February 10, 2010........................         100.00        100.00         100.00         100.00         100.00
February 10, 2011........................         100.00        100.00         100.00         100.00         100.00
February 10, 2012........................         100.00        100.00         100.00         100.00         100.00
February 10, 2013........................         100.00        100.00         100.00         100.00         100.00
February 10, 2014........................         100.00        100.00         100.00         100.00         100.00
February 10, 2015........................           0.00          0.00           0.00           0.00           0.00
Weighted Average Life in Years...........           9.92          9.92           9.92           9.92           9.67


                                      D-3



   PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE D CERTIFICATES



                                                      0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
                                                                    OTHERWISE AT INDICATED CPR
                                                 ------------------------------------------------------------------
               PAYMENT DATE                      0 CPR          25 CPR         50 CPR         75 CPR        100 CPR
-----------------------------------------        -------        ------         ------         ------        -------

Initial Date.............................         100.00        100.00         100.00         100.00         100.00
February 10, 2006........................         100.00        100.00         100.00         100.00         100.00
February 10, 2007........................         100.00        100.00         100.00         100.00         100.00
February 10, 2008........................         100.00        100.00         100.00         100.00         100.00
February 10, 2009........................         100.00        100.00         100.00         100.00         100.00
February 10, 2010........................         100.00        100.00         100.00         100.00         100.00
February 10, 2011........................         100.00        100.00         100.00         100.00         100.00
February 10, 2012........................         100.00        100.00         100.00         100.00         100.00
February 10, 2013........................         100.00        100.00         100.00         100.00         100.00
February 10, 2014........................         100.00        100.00         100.00         100.00         100.00
February 10, 2015........................           0.00          0.00           0.00           0.00           0.00
Weighted Average Life in Years...........           9.94          9.92           9.92           9.92           9.73



   PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE E CERTIFICATES



                                                      0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE
                                                                    OTHERWISE AT INDICATED CPR
                                                 -------------------------------------------------------------------
               PAYMENT DATE                      0 CPR          25 CPR         50 CPR         75 CPR        100 CPR
-----------------------------------------        -------        ------         ------         ------        -------

Initial Date.............................         100.00        100.00         100.00         100.00         100.00
February 10, 2006........................         100.00        100.00         100.00         100.00         100.00
February 10, 2007........................         100.00        100.00         100.00         100.00         100.00
February 10, 2008........................         100.00        100.00         100.00         100.00         100.00
February 10, 2009........................         100.00        100.00         100.00         100.00         100.00
February 10, 2010........................         100.00        100.00         100.00         100.00         100.00
February 10, 2011........................         100.00        100.00         100.00         100.00         100.00
February 10, 2012........................         100.00        100.00         100.00         100.00         100.00
February 10, 2013........................         100.00        100.00         100.00         100.00         100.00
February 10, 2014........................         100.00        100.00         100.00         100.00         100.00
February 10, 2015........................           0.00          0.00           0.00           0.00           0.00
Weighted Average Life in Years...........          10.00         10.00           9.96           9.92           9.77


                                      D-4

                                    ANNEX E

                         FORM OF PAYMENT DATE STATEMENT






























                                      E-1



                     [THIS PAGE INTENTIONALLY LEFT BLANK.]







ABN AMRO [LOGO]                                                                                   Statement Date:      3/11/2005
LaSalle Bank N.A.                             GREENWICH CAPITAL COMMERCIAL FUNDING CORP.          Payment Date:        3/11/2005
135 S. LaSalle Street Suite 1625            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Prior Payment:             N/A
Chicago, IL 60603                                          SERIES 2005-GG3                        Next Payment:        4/12/2005
                                                                                                  Record Date:         2/10/2005

                                                     ABN AMRO ACCT: XX-XXXX-XX-X
Administrator:                                                                                     Analyst:
                                                 REPORTING PACKAGE TABLE OF CONTENTS

====================================================================================================================================

====================================   ==================================================   ========================================
                                                                                  Page(s)
                                                                                  -------
Issue Id:                   GC005GG3   REMIC Certificate Report                              Closing Date:                2/10/2005
Monthly Data File                      Bond Interest Reconciliation                          First Payment Date:          3/11/2005
  Name:        GC005GG3_YYYYMM_3.zip   Cash Reconciliation Summary                           Assumed Final Payment Date:  mm/dd/yyyy
                                       15 Month Historical Loan Status Summary
====================================   15 Month Historical Payoff/Loss Summary               =======================================
                                       Historical Collateral Level Prepayment Report
                                       Delinquent Loan Detail
                                       Mortgage Loan Characteristics
                                       Loan Level Detail
                                       Specially Serviced Report
                                       Modified Loan Detail
                                       Realized Loss Detail
                                       Appraisal Reduction Detail

                                       ==================================================


             ==========================================================================================================
                                                     PARTIES TO THE TRANSACTION
             ----------------------------------------------------------------------------------------------------------
                                        DEPOSITOR: Greenwich Capital Commercial Funding Corp.
              UNDERWRITER: Greenwich Capital Markets, Inc./Goldman, Sachs & Co./Banc of America Securities, LLC/Credit
                           Suisse First Boston LLC/Wachovia Capital Markets LLC Bear, Stearns & Co. Inc.
                                        MASTER SERVICER: GMAC Commercial Mortgage Corporation
                                              SPECIAL SERVICER: GMAC Commercial Mortgage Corporation
                   RATING AGENCY: Moody's Investors Service, Inc. / Standard & Poor's Ratings Services
             ==========================================================================================================

                                 ==================================================================
                                 INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES
                                 ------------------------------------------------------------------
                                     LaSalle Web Site                          www.etrustee.net
                                     Servicer Website
                                     LaSalle Factor Line                         (800) 246-5761

                                 ==================================================================

====================================================================================================================================







                                             GREENWICH CAPITAL COMMERCIAL FUNDING CORP.
ABN AMRO [LOGO]                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          Statement Date:      3/11/2005
LaSalle Bank N.A.                                        SERIES 2005-GG3                          Payment Date:        3/11/2005
                                                                                                  Prior Payment:             N/A
WAC:                                                                                              Next Payment:        4/12/2005
WA Life Term:                                                                                     Record Date:         2/10/2005
WA Amort Term:                                      ABN AMRO ACCT: XX-XXXX-XX-X
Current Index:
Next Index:                                           REMIC CERTIFICATE REPORT
====================================================================================================================================
            ORIGINAL       OPENING    PRINCIPAL     PRINCIPAL      NEGATIVE      CLOSING     INTEREST     INTEREST     PASS-THROUGH
CLASS    FACE VALUE (1)    BALANCE     PAYMENT    ADJ. OR LOSS   AMORTIZATION    BALANCE    PAYMENT (2)   ADJUSTMENT       RATE
CUSIP      Per 1,000      Per 1,000   Per 1,000     Per 1,000      Per 1,000    Per 1,000    Per 1,000    Per 1,000    Next Rate (3)
------------------------------------------------------------------------------------------------------------------------------------



















------------------------------------------------------------------------------------------------------------------------------------
                  0.00          0.00         0.00          0.00          0.00         0.00         0.00          0.00
====================================================================================================================================
                                                                                Total P&I Payment        0.00
                                                                                ==============================

Notes:  (1) N denotes notional balance not included in total    (2) Accrued Interest plus/minus Interest Adjustment minus Deferred
        Interest equals Interest Payment    (3) Estimated.









ABN AMRO [LOGO]                              GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                  Statement Date:  3/11/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 Payment Date:    3/11/2005
                                                          SERIES 2005-GG3                                Prior Payment:         N/A
                                                                                                         Next Payment:    4/12/2005
                                                                                                         Record Date:     2/10/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                   BOND INTEREST RECONCILIATION

====================================================================================================================================
                                                   Deductions                               Additions
                                         ------------------------------  ----------------------------------------------
          Accrual     Pass    Accrued               Deferred &              Prior    Int Accrual   Prepay-    Other    Distributable
       ------------   Thru  Certificate  Allocable  Accretion  Interest  Int. Short-   on prior      ment    Interest   Certificate
Class  Method  Days   Rate   Interest      PPIS     Interest   Loss/Exp   falls Due  Shortfall(3) Penalties Proceeds(1)  Interest(2)
------------------------------------------------------------------------------------------------------------------------------------





















------------------------------------------------------------------------------------------------------------------------------------
                                  0.00         0.00        0.00       0.00       0.00                   0.00         0.00       0.00
====================================================================================================================================


===============================================================

                            Remaining
 Interest  Current Period  Outstanding       Credit Support
 Payment    (Shortfall)/     Interest    ----------------------
  Amount      Recovery      Shortfalls    Original   Current(4)
---------------------------------------------------------------




















---------------------------------------------------------------
       0.00                        0.00
===============================================================


(1) Other Interest Proceeds are additional interest amounts specifically allocated to the bond(s) and used in determining the
    Distributable Interest of the bonds.
(2) Accrued - Deductions + Additional Interest.
(3) Where applicable.
(4) Determined as follows: (A) the ending balance of all the classes less (B) the sum of (i) the ending balance of the class and
    (ii) the ending balance of all classes which are not subordinate to the class divided by (A).






ABN AMRO [LOGO]                              GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                  Statement Date:  3/11/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 Payment Date:    3/11/2005
                                                           SERIES 2005-GG3                               Prior Payment:         N/A
                                                                                                         Next Payment:    4/12/2005
                                                                                                         Record Date:     2/10/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                    CASH RECONCILIATION SUMMARY

====================================================================================================================================

-------------------------------------------  ------------------------------------------  -------------------------------------------
            INTEREST SUMMARY                             PRINCIPAL SUMMARY                         SERVICING FEE SUMMARY
-------------------------------------------  ------------------------------------------  -------------------------------------------
Current Scheduled Interest                   SCHEDULED PRINCIPAL:                        Current Servicing Fees
Less Deferred Interest                       Current Scheduled Principal                 Plus Fees Advanced for PPIS
Less PPIS Reducing Scheduled Int             Advanced Scheduled Principal                Less Reduction for PPIS
Plus Gross Advance Interest                  ------------------------------------------  Plus Delinquent Servicing Fees
Less ASER Interest Adv Reduction             Scheduled Principal                         -------------------------------------------
Less Other Interest Not Advanced             ------------------------------------------  Total Servicing Fees
Less Other Adjustment                        UNSCHEDULED PRINCIPAL:                      -------------------------------------------
-------------------------------------------  Curtailments
Total                                        Advanced Scheduled Principal
-------------------------------------------  Liquidation Proceeds
UNSCHEDULED INTEREST:                        Repurchase Proceeds
-------------------------------------------  Other Principal Proceeds
Prepayment Penalties                         ------------------------------------------
Yield Maintenance Penalties                  Total Unscheduled Principal
Other Interest Proceeds                      ------------------------------------------
-------------------------------------------  Remittance Principal
Total                                        ------------------------------------------
-------------------------------------------  Remittance P&I Due Trust
Less Fees Paid to Servicer                   ------------------------------------------
Less Fee Strips Paid by Servicer             Remittance P&I Due Certs
-------------------------------------------  ------------------------------------------
LESS FEES & EXPENSES PAID BY/TO SERVICER
-------------------------------------------  ------------------------------------------  -------------------------------------------
Special Servicing Fees                                 POOL BALANCE SUMMARY                              PPIS SUMMARY
Workout Fees                                 ------------------------------------------  -------------------------------------------
Liquidation Fees                                                      Balance    Count   Gross PPIS
Interest Due Serv on Advances                ------------------------------------------  Reduced by PPIE
Non Recoverable Advances                     Beginning Pool                              Reduced by Shortfalls in Fees
Misc. Fees & Expenses                        Scheduled Principal                         Reduced by Other Amounts
-------------------------------------------  Unscheduled Principal                       -------------------------------------------
Plus Trustee Fees Paid by Servicer           Deferred Interest                           PPIS Reducing Scheduled Interest
-------------------------------------------  Liquidations                                -------------------------------------------
Total Unscheduled Fees & Expenses            Repurchases                                 PPIS Reducing Servicing Fee
-------------------------------------------  ------------------------------------------  -------------------------------------------
Total Interest Due Trust                     Ending Pool                                 PPIS Due Certificate
-------------------------------------------  ------------------------------------------  -------------------------------------------
LESS FEES & EXPENSES PAID BY/TO TRUST
-------------------------------------------                                              -------------------------------------------
Trustee Fee                                                                               ADVANCE SUMARY (ADVANCE MADE BY SERVICER)
Fee Strips                                                                               -------------------------------------------
Misc. Fees                                                                                                       Principal  Interest
Interest Reserve Withholding                                                             -------------------------------------------
Plus Interest Reserve Deposit                                                            Prior Outstanding
-------------------------------------------                                              Plus Current Period
Total                                                                                    Less Recovered
-------------------------------------------                                              Less Non Recovered
Total Interest Due Certs                                                                 -------------------------------------------
-------------------------------------------                                              Ending Outstanding
                                                                                         -------------------------------------------

====================================================================================================================================









ABN AMRO [LOGO]                               GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                 Statement Date:  3/11/2005
LaSalle Bank N.A.                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:    3/11/2005
                                                          SERIES 2005-GG3                                Prior Payment:         N/A
                                                                                                         Next Payment:    4/12/2005
                                                                                                         Record Date:     2/10/2005
                                                   ABN AMRO ACCT: XX-XXXX-XX-X
                                    ASSET BACKED FACTS ~ 15 MONTH HISTORICAL LOAN STATUS SUMMARY

============   ============================================================================== ======================================
                                        Delinquency Aging Categories                                 Special Event Categories (1)
               ------------------------------------------------------------------------------ --------------------------------------
                                                                                                              Specially
               Delinq 1 Month  Delinq 2 Months  Delinq 3+ Months   Foreclosure       REO      Modifications   Serviced   Bankruptcy
Distribution   --------------  ---------------  ----------------  -------------  -----------  -------------  ----------  -----------
    Date       #      Balance  #      Balance   #        Balance  #     Balance  #   Balance  #     Balance  #  Balance  #  Balance
============   ============================================================================== ======================================

  03/11/05
















------------   ------------------------------------------------------------------------------ --------------------------------------

============   ============================================================================== ======================================

(1) Modification, Specially Serviced & Bankruptcy Totals are Included in the Appropriate Delinquency Aging Category.







ABN AMRO [LOGO]                              GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                  Statement Date:  3/11/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 Payment Date:    3/11/2005
                                                           SERIES 2005-GG3                               Prior Payment:         N/A
                                                                                                         Next Payment:    4/12/2005
                                                                                                         Record Date:     2/10/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X
                                     ASSET BACKED FACTS ~ 15 MONTH HISTORICAL PAYOFF/LOSS SUMMARY

============  ==================================================================================  ==================================
                                                          Appraisal                    Realized
               Ending Pool (1)  Payoffs (2)  Penalties   Reduct. (2) Liquidations (2) Losses (2)  Remaining Term  Curr Weighted Avg.
Distribution  ----------------------------------------------------------------------------------  ----------------------------------
   Date        #       Balance  #   Balance  #  Amount   #   Balance  #      Balance  #   Amount  Life    Amort.  Coupon     Remit
============  ==================================================================================  ==================================

  03/11/05
















------------  ----------------------------------------------------------------------------------  ----------------------------------

============  ==================================================================================  ==================================

(1) Percentage based on pool as of cutoff.
(2) Percentage based on pool as of beginning of period.









ABN AMRO [LOGO]                              GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                  Statement Date:  3/11/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 Payment Date:    3/11/2005
                                                           SERIES 2005-GG3                               Prior Payment:         N/A
                                                                                                         Next Payment:    4/12/2005
                                                                                                         Record Date:     2/10/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                           HISTORICAL COLLATERAL LEVEL PREPAYMENT REPORT
========================  ====================================  ======================  ===========================================
Disclosure      Payoff     Initial           Payoff   Penalty    Prepayment  Maturity             Property             Geographic
 Control #      Period     Balance    Type   Amount    Amount       Date       Date                 Type                Location
========================  ====================================  ======================  ===========================================

















------------------------  ------------------------------------  ----------------------  -------------------------------------------

========================  ====================================  ======================  ===========================================
                          CURRENT                 0         0
                          CUMULATIVE
                                            ==================








ABN AMRO [LOGO]                              GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                  Statement Date:  3/11/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 Payment Date:    3/11/2005
                                                           SERIES 2005-GG3                               Prior Payment:         N/A
                                                                                                         Next Payment:    4/12/2005
                                                                                                         Record Date:     2/10/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                       DELINQUENT LOAN DETAIL
====================================================================================================================================
                  Paid               Outstanding  Out. Property                    Special
  Disclosure      Thru  Current P&I      P&I        Protection     Advance         Servicer     Foreclosure  Bankruptcy    REO
   Control #      Date    Advance     Advances**     Advances    Description(1)  Transfer Date      Date        Date       Date
====================================================================================================================================





















====================================================================================================================================
A. P&I Advance - Loan in Grace Period         1. P&I Advance - Loan delinquent 1 month             7. P&I Advance (Foreclosure)
B. P&I Advance - Late Payment but             2. P&I Advance - Loan delinquent 2 months            9. P&I Advance (REO)
     < 1 month delinq                      3. P&I Advance - Loan delinquent 3 months or More
                                              4. Matured Balloon/Assumed Scheduled Payment
====================================================================================================================================
**  Outstanding P&I Advances include the current period P&I Advance









ABN AMRO [LOGO]                              GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                  Statement Date:  3/11/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 Payment Date:    3/11/2005
                                                           SERIES 2005-GG3                               Prior Payment:         N/A
                                                                                                         Next Payment:    4/12/2005
                                                                                                         Record Date:     2/10/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                   MORTGAGE LOAN CHARACTERISTICS

                                                 DISTRIBUTION OF PRINCIPAL BALANCES
====================================================================================================================================
                                                                                                       Weighted Average
          Current Scheduled                   # of      Scheduled         % of                ----------------------------------
              Balances                       Loans       Balance         Balance              Term          Coupon         DSCR
====================================================================================================================================

























====================================================================================================================================
                                             0                  0         0.00%
====================================================================================================================================
Average Scheduled Balance
Maximum Scheduled Balance
Minimum Scheduled Balance



                                              DISTRIBUTION OF MORTGAGE INTEREST RATES
====================================================================================================================================
                                                                                                       Weighted Average
          Current Mortgage                    # of      Scheduled         % of                ----------------------------------
            Interest Rate                     Loans      Balance         Balance              Term          Coupon         DSCR
====================================================================================================================================

























====================================================================================================================================
                                             0                  0         0.00%
====================================================================================================================================


Minimum Mortgage Interest Rate                           10.0000%
Maximum Mortgage Interest Rate                           10.0000%




                                         DISTRIBUTION OF REMAINING TERM (FULLY AMORTIZING)
====================================================================================================================================
                                                                                                      Weighted Average
          Fully Amortizing                   # of      Scheduled          % of               ----------------------------------
           Mortgage Loans                    Loans      Balance          Balance             Term          Coupon         DSCR
====================================================================================================================================

























====================================================================================================================================
                                           0                  0         0.00%
====================================================================================================================================


                                                                Minimum Remaining Term
                                                                Maximum Remaining Term



                                              DISTRIBUTION OF REMAINING TERM (BALLOON)
====================================================================================================================================
                                                                                                       Weighted Average
              Balloon                         # of      Scheduled         % of                ----------------------------------
           Mortgage Loans                     Loans      Balance         Balance              Term          Coupon         DSCR
====================================================================================================================================

        0       to      60

        61      to      120

       121      to      180

       181      to      240

       241      to      360









====================================================================================================================================
                                             0                  0         0.00%
====================================================================================================================================


Minimum Remaining Term                  0
Maximum Remaining Term                  0







ABN AMRO [LOGO]                              GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                  Statement Date:  3/11/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 Payment Date:    3/11/2005
                                                           SERIES 2005-GG3                               Prior Payment:         N/A
                                                                                                         Next Payment:    4/12/2005
                                                                                                         Record Date:     2/10/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                   MORTGAGE LOAN CHARACTERISTICS


                                                   DISTRIBUTION OF DSCR (CURRENT)
====================================================================================================================================
          Debt Service                        # of      Scheduled         % of
         Coverage Ratio                       Loans      Balance         Balance              WAMM            WAC          DSCR
====================================================================================================================================





















====================================================================================================================================
                                             0                  0         0.00%
====================================================================================================================================

Maximum DSCR              0.000
Minimum DSCR              0.000



                                                         GEOGRAPHIC DISTRIBUTION
====================================================================================================================================
       Geographic                             # of      Scheduled         % of
        Location                              Loans      Balance         Balance              WAMM            WAC         DSCR
====================================================================================================================================





















====================================================================================================================================
                                                 0                          0.00%
====================================================================================================================================




                                                       DISTRIBUTION OF DSCR (CUTOFF)
====================================================================================================================================
     Debt Service                             # of      Scheduled         % of
    Coverage Ratio                            Loans      Balance         Balance              WAMM            WAC        DSCR
====================================================================================================================================





















====================================================================================================================================
                                             0                  0         0.00%
====================================================================================================================================


Maximum DSCR                            0.00
Minimum DSCR                            0.00








ABN AMRO [LOGO]                              GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                 Statement Date:  3/11/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:    3/11/2005
                                                           SERIES 2005-GG3                              Prior Payment:         N/A
                                                                                                        Next Payment:    4/12/2005
                                                                                                        Record Date:     2/10/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                   MORTGAGE LOAN CHARACTERISTICS

                                                   DISTRIBUTION OF PROPERTY TYPES
====================================================================================================================================
                                              # of      Scheduled         % of
        Property Types                        Loans      Balance         Balance              WAMM            WAC        DSCR
====================================================================================================================================














====================================================================================================================================
                                             0                  0         0.00%
====================================================================================================================================






                                                    DISTRIBUTION OF LOAN SEASONING
====================================================================================================================================
                                              # of      Scheduled         % of
        Number of Years                       Loans      Balance         Balance              WAMM            WAC        DSCR
====================================================================================================================================














====================================================================================================================================
                                             0                  0         0.00%
====================================================================================================================================





                                                    DISTRIBUTION OF AMORTIZATION TYPE
====================================================================================================================================
                                              # of      Scheduled         % of
        Amortization Type                     Loans      Balance         Balance              WAMM            WAC        DSCR
====================================================================================================================================














====================================================================================================================================

====================================================================================================================================





                                                    DISTRIBUTION OF YEAR LOANS MATURING
====================================================================================================================================
                                              # of      Scheduled      % of
         Year                                 Loans      Balance      Balance                  WAMM            WAC           DSCR
====================================================================================================================================

        2004
        2005
        2006
        2007
        2008
        2009
        2010
        2011
        2012
        2013
        2014
    2015 & Longer


====================================================================================================================================
                                                0             0        0.00%
====================================================================================================================================








ABN AMRO [LOGO]                              GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                  Statement Date:  3/11/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 Payment Date:    3/11/2005
                                                           SERIES 2005-GG3                               Prior Payment:         N/A
                                                                                                         Next Payment:    4/12/2005
                                                                                                         Record Date:     2/10/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                          LOAN LEVEL DETAIL
====================================================================================================================================
                                                  Operating               Ending                            Spec.         Loan
Disclosure         Property                       Statement   Maturity   Principal  Note  Scheduled  Mod.   Serv   ASER   Status
Control #    Grp     Type     State   DSCR   NOI     Date       Date      Balance   Rate     P&I     Flag   Flag   Flag   Code(1)
====================================================================================================================================














====================================================================================================================================
                              W/Avg   0.00     0                                0                0
====================================================================================================================================


======================================
              Prepayment
--------------------------------------
    Amount      Penalty        Date
======================================














======================================
         0            0
======================================

*    NOI and DSCR, if available and reportable under the terms of the Pooling and Servicing Agreement, are based on information
     obtained from the related borrower, and no other party to the agreement shall be held liable for the accuracy or methodology
     used to determine such figures.
------------------------------------------------------------------------------------------------------------------------------------
(1)  Legend:     A. P&I Adv-in Grace Period      1.  P&I Adv-delinquent 1 month         6.  Specially Serviced     11.  Modification
                 B. P&I Adv-< one             2.  P&I Adv-delinquent 2 months        7.  Foreclosure
                      month delinq               3.  P&I Adv-delinquent 3+ months       8.  Bankruptcy
                                                 4.  Mat. Balloon/Assumed P&I           9.  REO
                                                 5.  Prepaid in Full                    10. DPO
====================================================================================================================================










ABN AMRO [LOGO]                              GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                  Statement Date:  3/11/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 Payment Date:    3/11/2005
                                                           SERIES 2005-GG3                               Prior Payment:         N/A
                                                                                                         Next Payment:    4/12/2005
                                                                                                         Record Date:     2/10/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                              SPECIALLY SERVICED (PART I) ~ LOAN DETAIL

========================  =========  ================================  =========================================  ==================
                             Loan                 Balance                                      Remaining Term
Disclosure    Transfer      Status   --------------------------------   Note    Maturity     -------------------       Property
 Control #       Date       Code(1)      Scheduled          Actual      Rate      Date        Life       Amort.          Type
========================  =========  ================================  =========================================  ==================






















========================  =========  ================================  =========================================  ==================


=========  ==================================================
                                                    NOI
  State           NOI             DSCR              Date
=========  =================================================






















=========  =================================================

(1)  Legend:     A. P&I Adv - in Grace Period                   1.  P&I Adv - delinquent 1 month
                 B. P&I Adv - < 1 month delinq.              2.  P&I Adv - delinquent 2 months
                                                                3.  P&I Adv - delinquent 3+ months
                                                                4.  Mat. Balloon/Assumed P&I
                                                                7.  Foreclosure
                                                                9.  REO










ABN AMRO [LOGO]                              GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                  Statement Date:  3/11/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 Payment Date:    3/11/2005
                                                           SERIES 2005-GG3                               Prior Payment:         N/A
                                                                                                         Next Payment:    4/12/2005
                                                                                                         Record Date:     2/10/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                    SPECIALLY SERVICED LOAN DETAIL (PART II) ~ SERVICER COMMENTS

==========================================================   =======================================================================
   Disclosure                     Resolution
    Control #                      Strategy                                                Comments
==========================================================   =======================================================================




















==========================================================   =======================================================================










ABN AMRO [LOGO]                              GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                  Statement Date:  3/11/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 Payment Date:    3/11/2005
                                                           SERIES 2005-GG3                               Prior Payment:         N/A
                                                                                                         Next Payment:    4/12/2005
                                                                                                         Record Date:     2/10/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                        MODIFIED LOAN DETAIL

==========================================================================  ========================================================
                                              Cutoff          Modified
   Disclosure            Modification        Maturity         Maturity                         Modification
    Control #               Date               Date             Date                            Description
--------------------------------------------------------------------------  --------------------------------------------------------

















==========================================================================  ========================================================










ABN AMRO [LOGO]                              GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                 Statement Date:  3/11/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:    3/11/2005
                                                           SERIES 2005-GG3                              Prior Payment:         N/A
                                                                                                        Next Payment:    4/12/2005
                                                                                                        Record Date:     2/10/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                        REALIZED LOSS DETAIL

==========================================================================================================================
                                                           Beginning                     Gross Proceeds        Aggregate
               Disclosure    Appraisal     Appraisal       Scheduled        Gross         as a % of           Liquidation
  Period        Control #      Date          Value          Balance        Proceeds     Sched  Principal       Expenses *
--------------------------------------------------------------------------------------------------------------------------















--------------------------------------------------------------------------------------------------------------------------
CURRENT TOTAL                                                   0.00            0.00                                 0.00
CUMULATIVE                                                      0.00            0.00                                 0.00
==========================================================================================================================


======================================================================
     Net                      Net Proceeds
 Liquidation                   as a % of              Realized
  Proceeds                   Sched. Balance             Loss
----------------------------------------------------------------------





















----------------------------------------------------------------------
      0.00                                                 0.00
      0.00                                                 0.00
======================================================================

* Aggregate liquidation expenses also include outstanding P&I advances and
  unpaid servicing fees, unpaid trustee fees, etc.










ABN AMRO [LOGO]                              GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                  Statement Date:  3/11/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 Payment Date:    3/11/2005
                                                           SERIES 2005-GG3                               Prior Payment:         N/A
                                                                                                         Next Payment:    4/12/2005
                                                                                                         Record Date:     2/10/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                     APPRAISAL REDUCTION DETAIL

========================  =================================================      ==========================================
                                                                                                          Remaining Term
Disclosure     Appraisal    Scheduled      ARA      Current P&I                   Note     Maturity    --------------------
 Control #     Red. Date    Balance       Amount      Advance      ASER           Rate       Date        Life        Amort.
========================  =================================================      ==========================================






















========================  ===============================================        ==========================================


=============================  =========  ==================================
                                                      Appraisal
   Property                               ----------------------------------
     Type        State           DSCR        Value                Date
=============================  =========  ==================================






















=============================  =========  ==================================




































                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                     ANNEX F

                       TERMS OF THE CLASS XP CERTIFICATES


CLASS XP PASS-THROUGH RATE:

     The pass-through rate applicable to the class XP certificates for each
payment date will equal the weighted average of the class XP strip rates at
which interest accrues from time to time on the various components of the class
XP certificates outstanding immediately prior to such payment date (weighted on
the basis of the balances of those class XP components immediately prior to the
payment date). Each class XP component will be comprised of all or a designated
portion of the principal balance of a specified class of principal balance
certificates. If all or a designated portion of the principal balance of any
class of principal balance certificates is identified in the table below as
being part of the notional amount of the class XP certificates immediately prior
to any payment date, then that principal balance (or designated portion thereof)
will represent one or more separate class XP components for purposes of
calculating the pass-through rate of the class XP certificates. For each payment
date through and including the payment date in , the class XP strip rate for
each class XP component will equal (x) the lesser of (1) the Weighted Average
Pool Pass-Through Rate for such payment date, and (2) the reference rate
specified on Schedule F-1 hereto for such payment date, minus (y) the
pass-through rate for the corresponding principal balance class of certificates
related to such component (but in no event will any class XP strip rate be less
than zero).

     After the payment date in                    , the class XP certificates
will cease to accrue interest and will have a 0% pass-through rate.

                                      F-1



NOTIONAL AMOUNT OF CLASS XP CERTIFICATES:

The notional amount of the class XP certificates will vary over time and, for
each time period specified in the heading of the columns in the table below, the
notional amount of the class XP certificates will be equal to the sum of the
amounts set forth in such column.



---------------------------------------------------------------------------------------------------------------------
INITIAL PAYMENT DATE THROUGH   PAYMENT DATE IN              PAYMENT DATE IN              PAYMENT DATE IN
PAYMENT DATE IN                THROUGH PAYMENT DATE IN      THROUGH PAYMENT DATE IN      THROUGH PAYMENT DATE IN
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------





---------------------------------------------------------------------------------------------------------------------
PAYMENT DATE IN                PAYMENT DATE IN              PAYMENT DATE IN              PAYMENT DATE IN
THROUGH PAYMENT DATE IN        THROUGH PAYMENT DATE IN      THROUGH PAYMENT DATE IN      THROUGH PAYMENT DATE IN
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------





---------------------------------------------------------------------------------------------------------------------
PAYMENT DATE IN                PAYMENT DATE IN              PAYMENT DATE IN              PAYMENT DATE IN
THROUGH PAYMENT DATE IN        THROUGH PAYMENT DATE IN      THROUGH PAYMENT DATE IN      THROUGH PAYMENT DATE IN
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------



                                      F-2





                                  SCHEDULE F-1

                          CLASS XP REFERENCE RATES (%)
                          ----------------------------

 INTEREST ACCRUAL PERIOD         PAYMENT DATE        CLASS XP REFERENCE RATE (%)
-------------------------  -----------------------   ---------------------------

         1
         2
         3
         4
         5
         6
         7
         8
         9
         10
         11
         12
         13
         14
         15
         16
         17
         18
         19
         20
         21
         22
         23
         24
         25
         26
         27
         28
         29
         30
         31
         32
         33
         34
         35
         36
         37
         38
         39
         40
         41
         42
         43
         44
         45
         46
         47
         48
         49
         50
         51
         52
         53
         54
         55
         56
         57

                                      F-3




 INTEREST ACCRUAL PERIOD         PAYMENT DATE        CLASS XP REFERENCE RATE (%)
-------------------------  -----------------------   ---------------------------


         58
         59
         60
         61
         62
         63
         64
         65
         66
         67
         68
         69
         70
         71
         72
         73
         74
         75
         76
         77
         78
         79
         80
         81
         82
         83
         84


                                      F-4



                                     ANNEX G

          GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

     Except in limited circumstances, the globally offered Commercial Mortgage
Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3,
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-J,
Class B, Class C, Class D and Class E will be available only in book-entry form.

     The book-entry certificates will be tradable as home market instruments in
both the European and U.S. domestic markets. Initial settlement and all
secondary trades will settle in same-day funds.

     Secondary market trading between investors holding book-entry certificates
through Clearstream and Euroclear will be conducted in the ordinary way in
accordance with their normal rules and operating procedures and in accordance
with conventional Eurobond practice, which is seven calendar days' settlement.

     Secondary market trading between investors holding book-entry certificates
through DTC will be conducted according to the rules and procedures applicable
to U.S. corporate debt obligations.

     Secondary cross-market trading between member organizations of Clearstream
or Euroclear and DTC participants holding book-entry certificates will be
accomplished on a delivery against payment basis through the respective
depositaries of Clearstream and Euroclear, in that capacity, as DTC
participants.

     As described under "Certain U.S. Federal Income Tax Documentation
Requirements" below, non-U.S. holders of book-entry certificates will be subject
to U.S. withholding taxes unless those holders meet specific requirements and
deliver appropriate U.S. tax documents to the securities clearing organizations
of their participants.


INITIAL SETTLEMENT

     All certificates of each class of offered certificates will be held in
registered form by DTC in the name of Cede & Co. as nominee of DTC. Investors'
interests in the book-entry certificates will be represented through financial
institutions acting on their behalf as direct and indirect DTC participants. As
a result, Clearstream and Euroclear will hold positions on behalf of their
member organizations through their respective depositaries, which in turn will
hold positions in accounts as DTC participants.

     Investors' securities custody accounts will be credited with their holdings
against payment in same-day funds on the settlement date.

     Investors electing to hold their book-entry certificates through
Clearstream or Euroclear accounts will follow the settlement procedures
applicable to conventional Eurobonds, except that there will be no temporary
global security and no "lock up" or restricted period. Global securities will be
credited to the securities custody accounts on the settlement date against
payment in same-day funds.


SECONDARY MARKET TRADING

     Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.

     Trading between DTC Participants. Secondary market trading between DTC
participants will be settled in same-day funds.

     Trading between Clearstream and/or Euroclear Participants. Secondary market
trading between member organizations of Clearstream or Euroclear will be settled
using the procedures applicable to conventional Eurobonds in same-day funds.

                                      G-1




     Trading between DTC Seller and Clearstream or Euroclear Purchaser. When
book-entry certificates are to be transferred from the account of a DTC
participant to the account of a member organization of Clearstream or Euroclear,
the purchaser will send instructions to Clearstream or Euroclear through that
member organization at least one business day prior to settlement. Clearstream
or Euroclear, as the case may be, will instruct the respective depositary to
receive the book-entry certificates against payment. Payment will include
interest accrued on the book-entry certificates from and including the first day
of the calendar month in which the last coupon payment date occurs (or, if no
coupon payment date has occurred, from and including February 1, 2005) to and
excluding the settlement date, calculated on the basis of a year of 360 days
consisting of twelve 30-day months. Payment will then be made by the respective
depositary to the DTC participant's account against delivery of the book-entry
certificates. After settlement has been completed, the book-entry certificates
will be credited to the respective clearing system and by the clearing system,
in accordance with its usual procedures, to the account of the member
organization of Clearstream or Euroclear, as the case may be. The securities
credit will appear the next day, European time, and the cash debit will be
back-valued to, and the interest on the book-entry certificates will accrue
from, the value date, which would be the preceding day when settlement occurred
in New York. If settlement is not completed on the intended value date, which
means the trade fails, the Clearstream or Euroclear cash debit will be valued
instead as of the actual settlement date.

     Member organizations of Clearstream and Euroclear will need to make
available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to pre-position
funds for settlement, either from cash on hand or existing lines of credit, as
they would for any settlement occurring within Clearstream or Euroclear. Under
this approach, they may take on credit exposure to Clearstream or Euroclear
until the book-entry certificates are credited to their accounts one day later.

     As an alternative, if Clearstream or Euroclear has extended a line of
credit to them, member organizations of Clearstream or Euroclear can elect not
to pre-position funds and allow that credit line to be drawn upon to finance
settlement. Under this procedure, the member organizations purchasing book-entry
certificates would incur overdraft charges for one day, assuming they cleared
the overdraft when the book-entry certificates were credited to their accounts.
However, interest on the book-entry certificates would accrue from the value
date. Therefore, in many cases the investment income on the book-entry
certificates earned during that one-day period may substantially reduce or
offset the amount of those overdraft charges, although this result will depend
on the cost of funds of the respective member organization of Clearstream or
Euroclear.

     Since the settlement is taking place during New York business hours, DTC
participants can employ their usual procedures for sending book-entry
certificates to the respective depositary for the benefit of member
organizations of Clearstream or Euroclear. The sale proceeds will be available
to the DTC seller on the settlement date. Thus, to the DTC participant a
cross-market transaction will settle no differently than a trade between two DTC
participants.

     Trading between Clearstream or Euroclear Seller and DTC Purchaser. Due to
time zone differences in their favor, member organizations of Clearstream or
Euroclear may employ their customary procedures for transactions in which
book-entry certificates are to be transferred by the respective clearing system,
through the respective depositary, to a DTC participant. The seller will send
instructions to Clearstream or Euroclear through a member organization of
Clearstream or Euroclear at least one business day prior to settlement. In these
cases, Clearstream or Euroclear, as appropriate, will instruct the respective
depositary to deliver the book-entry certificates to the DTC participant's
account against payment. Payment will include interest accrued on the book-entry
certificates from and including the first day of the calendar month in which the
last coupon payment date occurs (or, if no coupon payment date has occurred,
from and including February 1, 2005) to and excluding the settlement date,
calculated on the basis of a year of 360 days consisting of twelve 30-day
months. The payment will then be reflected in the account of the member
organization of Clearstream or Euroclear the following day, and receipt of the
cash proceeds in the account of that member organization of Clearstream or
Euroclear would be back-valued to the value date, which would be the preceding
day, when settlement occurred in New York. Should the member organization of
Clearstream or Euroclear have a line of credit with its respective clearing
system and elect to be in debit in anticipation of receipt of the sale proceeds
in its account, the back-valuation will extinguish any overdraft charges
incurred over the one-day period. If settlement is not completed on the intended
value date, which means the trade fails, receipt of the cash proceeds in the
account of the member organization of Clearstream or Euroclear would be valued
instead as of the actual settlement date.

                                      G-2


     Finally, day traders that use Clearstream or Euroclear and that purchase
book-entry certificates from DTC participants for delivery to member
organizations of Clearstream or Euroclear should note that these trades would
automatically fail on the sale side unless affirmative action were taken. At
least three techniques should be readily available to eliminate this potential
problem:

     o    borrowing through Clearstream or Euroclear for one day, until the
          purchase side of the day trade is reflected in their Clearstream or
          Euroclear accounts, in accordance with the clearing system's customary
          procedures;

     o    borrowing the book-entry certificates in the United States from a DTC
          participant no later than one day prior to settlement, which would
          allow sufficient time for the book-entry certificates to be reflected
          in their Clearstream or Euroclear accounts in order to settle the sale
          side of the trade; or

     o    staggering the value datess for the buy and sell sides of the trade so
          that the value date for the purchase from the DTC participant is at
          least one day prior to the value date for the sale to the member
          organization of Clearstream or Euroclear.


CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS

     A holder that is not a "United States person" (a "U.S. person") within the
meaning of Section 7701(a)(30) of the Internal Revenue Code (a "non-U.S.
holder") holding a book-entry certificate through Clearstream, Euroclear or DTC
may be subject to U.S. withholding tax unless such holder provides certain
documentation to the issuer of such holder's book-entry certificate, the paying
agent or any other entity required to withhold tax (any of the foregoing, a
"U.S. withholding agent") establishing an exemption from withholding. A non-U.S.
holder may be subject to withholding unless each U.S. withholding agent
receives:


     1.   from a non-U.S. holder that is classified as a corporation for U.S.
          federal income tax purposes or is an individual, and is eligible for
          the benefits of the portfolio interest exemption or an exemption (or
          reduced rate) based on a treaty, a duly completed and executed IRS
          Form W-8BEN (or any successor form);

     2.   from a non-U.S. holder that is eligible for an exemption on the basis
          that the holder's income from the certificate is effectively connected
          to its U.S. trade or business, a duly completed and executed IRS Form
          W-8ECI (or any successor form);

     3.   from a non-U.S. holder that is classified as a partnership for U.S.
          federal income tax purposes, a duly completed and executed IRS Form
          W-8IMY (or any successor form) with all supporting documentation (as
          specified in the U.S. Treasury Regulations) required to substantiate
          exemptions from withholding on behalf of its partners; certain
          partnerships may enter into agreements with the IRS providing for
          different documentation requirements and it is recommended that such
          partnerships consult their tax advisors with respect to these
          certification rules;

     4.   from a non-U.S. holder that is an intermediary (i.e., a person acting
          as a custodian, a broker, nominee or otherwise as an agent for the
          beneficial owner of a certificate):

          (a)  if the intermediary is a "qualified intermediary" within the
               meaning of section 1.1441-1(e)(5)(ii) of the U.S. Treasury
               Regulations (a "qualified intermediary"), a duly completed and
               executed IRS Form W-8IMY (or any successor or substitute form)--

               (i)   stating the name, permanent residence address and qualified
                     intermediary employer identification number of the
                     qualified intermediary and the country under the laws of
                     which the qualified intermediary is created, incorporated
                     or governed,

               (ii)  certifying that the qualified intermediary has provided, or
                     will provide, a withholding statement as required under
                     section 1.1441-1(e)(5)(v) of the U.S. Treasury Regulations,

                                      G-3



               (iii) certifying that, with respect to accounts it identifies on
                     its withholding statement, the qualified intermediary is
                     not acting for its own account but is acting as a qualified
                     intermediary, and

               (iv)  providing any other information, certifications, or
                     statements that may be required by the IRS Form W-8IMY or
                     accompanying instructions in addition to, or in lieu of,
                     the information and certifications described in section
                     1.1441-1(e)(3)(ii) or 1.1441-1(e)(5)(v) of the U.S.
                     Treasury Regulations; or

          (b)  if the intermediary is not a qualified intermediary (a
               "nonqualified intermediary"), a duly completed and executed IRS
               Form W-8IMY (or any successor or substitute form)--

               (i)   stating the name and permanent residence address of the
                     nonqualified intermediary and the country under the laws
                     of which the nonqualified intermediary is created,
                     incorporated or governed,

               (ii)  certifying that the nonqualified intermediary is not acting
                     for its own account,

               (iii) certifying that the nonqualified intermediary has provided,
                     or will provide, a withholding statement that is associated
                     with the appropriate IRS Forms W-8 and W-9 required to
                     substantiate exemptions from withholding on behalf of such
                     nonqualified intermediary's beneficial owners, and

               (iv)  providing any other information, certifications or
                     statements that may be required by the IRS Form W-8IMY or
                     accompanying instructions in addition to, or in lieu of,
                     the information, certifications, and statements described
                     in section 1.1441-1(e)(3)(iii) or (iv) of the U.S. Treasury
                     Regulations; or

     5.   from a non-U.S. holder that is a trust, depending on whether the trust
          is classified for U.S. federal income tax purposes as the beneficial
          owner of the certificate, either an IRS Form W-8BEN or W-8IMY; any
          non-U.S. holder that is a trust should consult its tax advisors to
          determine which of these forms it should provide.

     All non-U.S. holders will be required to update the above-listed forms and
any supporting documentation in accordance with the requirements under the U.S.
Treasury Regulations. These forms generally remain in effect for a period
starting on the date the form is signed and ending on the last day of the third
succeeding calendar year, unless a change in circumstances makes any information
on the form incorrect. Under certain circumstances, an IRS Form W-8BEN, if
furnished with a taxpayer identification number, remains in effect until the
status of the beneficial owner changes, or a change in circumstances makes any
information on the form incorrect.

     In addition, all holders, including holders that are U.S. persons, holding
book-entry certificates through Clearstream, Euroclear or DTC may be subject to
backup withholding unless the holder--

     o    provides the appropriate IRS Form W-8 (or any successor or substitute
          form), duly completed and executed, if the holder is a non-U.S.
          holder;

     o    provides a duly completed and executed IRS Form W-9, if the holder is
          a U.S. person; or

     o    can be treated as a "exempt recipient" within the meaning of section
          1.6049-4(c)(1)(ii) of the U.S. Treasury Regulations (e.g., a
          corporation or a financial institution such as a bank).

     This summary does not deal with all of the aspects of U.S. federal income
tax withholding or backup withholding that may be relevant to investors that are
non-U.S. holders. Such holders are advised to consult their own tax advisors for
specific tax advice concerning their holding and disposing of book-entry
certificates.

                                      G-4

                                   PROSPECTUS
            GREENWICH CAPITAL COMMERCIAL FUNDING CORP., THE DEPOSITOR
             MORTGAGE PASS-THROUGH CERTIFICATES, ISSUABLE IN SERIES

         Our name is Greenwich Capital Commercial Funding Corp. We intend to
offer from time to time mortgage pass-through certificates. These offers may be
made through one or more different methods, including offerings through
underwriters. We do not currently intend to list the offered certificates of any
series on any national securities exchange or the NASDAQ stock market. See
"Method of Distribution."

                            THE OFFERED CERTIFICATES:

The offered certificates will be issuable in series. Each series of offered
certificates will--

o        have its own series designation,

o        consist of one or more classes with various payment characteristics,

o        evidence beneficial ownership interests in a trust established by us,
         and

o        be payable solely out of the related trust assets.

No governmental agency or instrumentality will insure or guarantee payment on
the offered certificates. Neither we nor any of our affiliates are responsible
for making payments on the offered certificates if collections on the related
trust assets are insufficient.


                                THE TRUST ASSETS:

The assets of each of our trusts will include--

o        mortgage loans secured by first and junior liens on, or security
         interests in, various interests in commercial and multifamily real
         properties,

o        mortgage-backed securities that directly or indirectly evidence
         interests in, or are directly or indirectly secured by, those types of
         mortgage loans, or

o        some combination of those types of mortgage loans and mortgage-backed
         securities.

Trust assets may also include letters of credit, surety bonds, insurance
policies, guarantees, credit derivatives, reserve funds, guaranteed investment
contracts, interest rate exchange agreements, interest rate cap or floor
agreements, currency exchange agreements, or other similar instruments and
agreements.

         In connection with each offering, we will prepare a supplement to this
prospectus in order to describe in more detail the particular certificates being
offered and the related trust assets. In that document, we will also state the
price to the public for each class of offered certificates or explain the method
for determining that price. In that document, we will also identify the
applicable lead or managing underwriter(s), if any, and provide information
regarding the relevant underwriting arrangements and the underwriters'
compensation. YOU MAY NOT PURCHASE THE OFFERED CERTIFICATES OF ANY SERIES UNLESS
YOU HAVE ALSO RECEIVED THE PROSPECTUS SUPPLEMENT FOR THAT SERIES. YOU SHOULD
CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 11 IN THIS PROSPECTUS, AS
WELL AS THOSE SET FORTH IN THE RELATED PROSPECTUS SUPPLEMENT, PRIOR TO
INVESTING.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.


                The date of this prospectus is January 12, 2005.









                                TABLE OF CONTENTS


                                                                            PAGE
                                                                            ----

Important Notice About the Information Presented in this Prospectus............1

Available Information; Incorporation by Reference..............................1

Summary of Prospectus..........................................................2

Risk Factors..................................................................11

Capitalized Terms Used in this Prospectus.....................................31

Description of the Trust Assets...............................................32

Yield and Maturity Considerations.............................................56

Greenwich Capital Commercial Funding Corp.....................................62

Description of the Certificates...............................................62

Description of the Governing Documents........................................72

Description of Credit Support.................................................82

Legal Aspects of Mortgage Loans...............................................84

Federal Income Tax Consequences...............................................98

State and Other Tax Consequences.............................................137

Certain ERISA Considerations.................................................137

Legal Investment.............................................................141

Use of Proceeds..............................................................143

Method of Distribution.......................................................144

Legal Matters................................................................145

Financial Information........................................................145

Rating.......................................................................145

Glossary.....................................................................147








       IMPORTANT NOTICE ABOUT THE INFORMATION PRESENTED IN THIS PROSPECTUS

     When deciding whether to invest in any of the offered certificates, you
should only rely on the information contained in this prospectus and the related
prospectus supplement. We have not authorized any dealer, salesman or other
person to give any information or to make any representation that is different.
In addition, information in this prospectus or any related prospectus supplement
is current only as of the date on its cover. By delivery of this prospectus and
any related prospectus supplement, we are not offering to sell any securities,
and are not soliciting an offer to buy any securities, in any state where the
offer and sale is not permitted.

                AVAILABLE INFORMATION; INCORPORATION BY REFERENCE

     We have filed with the SEC a registration statement under the Securities
Act of 1933, as amended, with respect to the certificates offered by this
prospectus. This prospectus forms a part of the registration statement. This
prospectus and the related prospectus supplement do not contain all of the
information with respect to an offering that is contained in the registration
statement. For further information regarding the documents referred to in this
prospectus and the related prospectus supplement, you should refer to the
registration statement and its exhibits. You can inspect the registration
statement and its exhibits, and make copies of these documents at prescribed
rates, at the public reference facilities maintained by the SEC at its Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549. You can also
obtain copies of these materials electronically through the SEC's Web site
(http://www.sec.gov).

     In connection with each series of offered certificates, we will file or
arrange to have filed with the SEC with respect to the related trust any
periodic reports that are required under the Securities Exchange Act of 1934, as
amended. All documents and reports that are so filed for the related trust prior
to the termination of an offering of certificates are incorporated by reference
into, and should be considered a part of, this prospectus. Upon request, we will
provide without charge to each person receiving this prospectus in connection
with an offering, a copy of any or all documents or reports that are so
incorporated by reference. All requests should be directed to us in writing at
600 Steamboat Road, Greenwich, Connecticut 06830, attention: Paul D. Stevelman,
Esq., or by telephone at (203) 625-2700.



                                      -1-




                              SUMMARY OF PROSPECTUS

     This summary contains selected information from this prospectus. It does
not contain all of the information you need to consider in making your
investment decision. TO UNDERSTAND ALL OF THE TERMS OF A PARTICULAR OFFERING OF
CERTIFICATES, YOU SHOULD READ CAREFULLY THIS PROSPECTUS AND THE RELATED
PROSPECTUS SUPPLEMENT IN FULL.

WHO WE ARE....................  Greenwich Capital Commercial Funding Corp. We
                                are a Delaware corporation. Our principal
                                offices are located at 600 Steamboat Road,
                                Greenwich, Connecticut 06830. Our main telephone
                                number is (203) 625-2700. See "Greenwich Capital
                                Commercial Funding Corp."

THE SECURITIES BEING OFFERED..  The securities that will be offered by this
                                prospectus and the related prospectus
                                supplements consist of mortgage pass-through
                                certificates. These certificates will be issued
                                in series, and each series will, in turn,
                                consist of one or more classes. Each class of
                                offered certificates must, at the time of
                                issuance, be assigned an investment grade rating
                                by at least one nationally recognized
                                statistical rating organization. Typically, the
                                four highest rating categories, within which
                                there may be sub-categories or gradations to
                                indicate relative standing, signify investment
                                grade. See "Rating."

                                Each series of offered certificates will
                                evidence beneficial ownership interests in a
                                trust established by us and containing the
                                assets described in this prospectus and the
                                related prospectus supplement.

THE OFFERED CERTIFICATES MAY
 BE ISSUED WITH OTHER
 CERTIFICATES.................  We may not publicly offer all the mortgage
                                pass-through certificates evidencing interests
                                in one of our trusts. We may elect to retain
                                some of those certificates, to place some
                                privately with institutional investors or to
                                deliver some to the applicable seller as partial
                                consideration for the related mortgage assets.
                                In addition, some of those certificates may not
                                satisfy the rating requirement for offered
                                certificates described under "--The Securities
                                Being Offered" above.

THE GOVERNING DOCUMENTS.......  In general, a pooling and servicing agreement or
                                other similar agreement or collection of
                                agreements will govern, among other things--

                                o  the issuance of each series of offered
                                   certificates,

                                o  the creation of and transfer of assets to the
                                   related trust, and

                                o  the servicing and administration of those
                                   assets.


                                      -2-



                                The parties to the governing document(s) for a
                                series of offered certificates will always
                                include us and a trustee. We will be responsible
                                for establishing the trust relating to each
                                series of offered certificates. In addition, we
                                will transfer or arrange for the transfer of the
                                initial trust assets to that trust. In general,
                                the trustee for a series of offered certificates
                                will be responsible for, among other things,
                                making payments and preparing and disseminating
                                various reports to the holders of those offered
                                certificates.

                                If the trust assets for a series of offered
                                certificates include mortgage loans, the parties
                                to the governing document(s) will also include--

                                o  a master servicer that will generally be
                                   responsible for performing customary
                                   servicing duties with respect to those
                                   mortgage loans that are not defaulted,
                                   nonperforming or otherwise problematic in any
                                   material respect, and

                                o  a special servicer that will generally be
                                   responsible for servicing and administering
                                   those mortgage loans that are defaulted,
                                   nonperforming or otherwise problematic in any
                                   material respect and real estate assets
                                   acquired as part of the related trust with
                                   respect to defaulted mortgage loans.

                                The same person or entity, or affiliated
                                entities, may act as both master servicer and
                                special servicer for any trust.

                                If the trust assets for a series of offered
                                certificates include mortgage-backed securities,
                                the parties to the governing document(s) may
                                also include a manager that will be responsible
                                for performing various administrative duties
                                with respect to those mortgage-backed
                                securities. If the related trustee assumes those
                                duties, however, there will be no manager.

                                In the related prospectus supplement, we will
                                identify the trustee and any master servicer,
                                special servicer or manager for each series of
                                offered certificates and will describe their
                                respective duties in further detail. See
                                "Description of the Governing Documents."

CHARACTERISTICS OF THE
  MORTGAGE ASSETS.............  The trust assets with respect to any series of
                                offered certificates will, in general, include
                                mortgage loans. Each of those mortgage loans
                                will constitute the obligation of one or more
                                persons to repay a debt. The performance of that
                                obligation will be secured by a first or junior
                                lien on, or security interest in, the ownership,
                                leasehold or other interest(s) of the related
                                borrower or another person in or with respect to
                                one or more commercial or multifamily real
                                properties. In particular, those properties may
                                include:


                                      -3-



                                o  rental or cooperatively-owned buildings with
                                   multiple dwelling units;

                                o  retail properties related to the sale of
                                   consumer goods and other products, or related
                                   to providing entertainment, recreational or
                                   personal services, to the general public;

                                o  office buildings;

                                o  hospitality properties;

                                o  casino properties;

                                o  health care-related facilities;

                                o  industrial facilities;

                                o  warehouse facilities, mini-warehouse
                                   facilities and self-storage facilities;

                                o  restaurants, taverns and other establishments
                                   involved in the food and beverage industry;

                                o  manufactured housing communities, mobile home
                                   parks and recreational vehicle parks;

                                o  recreational and resort properties;

                                o  arenas and stadiums;

                                o  churches and other religious facilities;

                                o  parking lots and garages;

                                o  mixed use properties;

                                o  other income-producing properties; and/or

                                o  unimproved land.

                                    The mortgage loans underlying a series of
                                    offered certificates may have a variety of
                                    payment terms. For example, any of those
                                    mortgage loans--

                                o  may provide for the accrual of interest at a
                                   mortgage interest rate that is fixed over its
                                   term, that resets on one or more specified
                                   dates or that otherwise adjusts from time to
                                   time;

                                o  may provide for the accrual of interest at a
                                   mortgage interest rate that may be converted
                                   at the borrower's election from an adjustable
                                   to a fixed interest rate or from a fixed to
                                   an adjustable interest rate;

                                o  may provide for no accrual of interest;

                                o  may provide for level payments to stated
                                   maturity, for payments that reset in amount
                                   on one or more specified dates or for
                                   payments that otherwise adjust from time to
                                   time to accommodate changes in the mortgage
                                   interest rate or to reflect the occurrence of
                                   specified events;

                                o  may be fully amortizing or, alternatively,
                                   may be partially amortizing or nonamortizing,
                                   with a substantial payment of principal due
                                   on its stated maturity date;

                                o  may permit the negative amortization or
                                   deferral of accrued interest;


                                      -4-



                                o  may prohibit some or all voluntary
                                   prepayments or require payment of a premium,
                                   fee or charge in connection with those
                                   prepayments;

                                o  may permit defeasance and the release of real
                                   property collateral in connection with that
                                   defeasance;

                                o  may provide for payments of principal,
                                   interest or both, on due dates that occur
                                   monthly, bi-monthly, quarterly,
                                   semi-annually, annually or at some other
                                   interval; and/or

                                o  may have two or more component parts, each
                                   having characteristics that are otherwise
                                   described in this prospectus as being
                                   attributable to separate and distinct
                                   mortgage loans.

                                Most, if not all, of the mortgage loans
                                underlying a series of offered certificates will
                                be secured by liens on real properties located
                                in the United States, its territories and
                                possessions. However, some of those mortgage
                                loans may be secured by liens on real properties
                                located outside the United States, its
                                territories and possessions, provided that
                                foreign mortgage loans do not represent more
                                than 10% of the related mortgage asset pool, by
                                balance.

                                We do not originate mortgage loans. However,
                                some or all of the mortgage loans included in
                                one of our trusts may be originated by our
                                affiliates.

                                Neither we nor any of our affiliates will
                                guarantee or insure repayment of any of the
                                mortgage loans underlying a series of offered
                                certificates. Unless we expressly state
                                otherwise in the related prospectus supplement,
                                no governmental agency or instrumentality will
                                guarantee or insure repayment of any of the
                                mortgage loans underlying a series of offered
                                certificates. See "Description of the Trust
                                Assets--Mortgage Loans."

                                The trust assets with respect to any series of
                                offered certificates may also include mortgage
                                participations, mortgage pass-through
                                certificates, collateralized mortgage
                                obligations and other mortgage-backed
                                securities, that evidence an interest in, or are
                                secured by a pledge of, one or more mortgage
                                loans of the type described above. We will not
                                include a mortgage-backed security among the
                                trust assets with respect to any series of
                                offered certificates unless--

                                o  the security has been registered under the
                                   Securities Act of 1933, as amended, or

                                o  we would be free to publicly resell the
                                   security without registration.


                                      -5-



                                See "Description of the Trust
                                Assets--Mortgage-Backed Securities."

                                We will describe the specific characteristics of
                                the mortgage assets underlying a series of
                                offered certificates in the related prospectus
                                supplement.

                                In general, the total outstanding principal
                                balance of the mortgage assets transferred by us
                                to any particular trust will equal or exceed the
                                initial total outstanding principal balance of
                                the related series of certificates. In the event
                                that the total outstanding principal balance of
                                the related mortgage assets initially delivered
                                by us to the related trustee is less than the
                                initial total outstanding principal balance of
                                any series of certificates, we may deposit or
                                arrange for the deposit of cash or liquid
                                investments on an interim basis with the related
                                trustee to cover the shortfall. For 90 days
                                following the date of initial issuance of that
                                series of certificates, we will be entitled to
                                obtain a release of the deposited cash or
                                investments if we deliver or arrange for
                                delivery of a corresponding amount of mortgage
                                assets. If we fail, however, to deliver mortgage
                                assets sufficient to make up the entire
                                shortfall, any of the cash or, following
                                liquidation, investments remaining on deposit
                                with the related trustee will be used by the
                                related trustee to pay down the total principal
                                balance of the related series of certificates,
                                as described in the related prospectus
                                supplement.

SUBSTITUTION, ACQUISITION AND
  REMOVAL OF MORTGAGE ASSETS..  If so specified in the related prospectus
                                supplement, we or another specified person or
                                entity may be permitted, at our or its option,
                                but subject to the conditions specified in that
                                prospectus supplement, to acquire from the
                                related trust particular mortgage assets
                                underlying a series of certificates in exchange
                                for:

                                o  cash that would be applied to pay down the
                                   principal balances of certificates of that
                                   series; and/or

                                o  other mortgage loans or mortgage-backed
                                   securities that--

                                   1. conform to the description of mortgage
                                      assets in this prospectus, and

                                   2. satisfy the criteria set forth in the
                                      related prospectus supplement.

                                If so specified in the related prospectus
                                supplement, the related trustee may be
                                authorized or required, to apply collections on
                                the mortgage assets underlying a series of
                                offered certificates to acquire new mortgage
                                loans or mortgage-backed securities that-

                                   1. conform to the description of mortgage
                                      assets in this prospectus, and


                                      -6-



                                   2. satisfy the criteria set forth in the
                                      related prospectus supplement.

                                No replacement of mortgage assets or acquisition
                                of new mortgage assets will be permitted if it
                                would result in a qualification, downgrade or
                                withdrawal of the then-current rating assigned
                                by any rating agency to any class of affected
                                offered certificates.

                                Further, if so specified under circumstances
                                described in the related prospectus supplement,
                                a certificateholder of a series of certificates
                                that includes offered certificates may exchange
                                the certificates it holds for one or more of the
                                mortgage loans or mortgage-backed securities
                                constituting part of the mortgage pool
                                underlying those certificates.

CHARACTERISTICS OF
  THE OFFERED CERTIFICATES....  An offered certificate may entitle the holder to
                                receive:

                                o  a stated principal amount;

                                o  interest on a principal balance or notional
                                   amount, at a fixed, variable or adjustable
                                   pass-through rate;

                                o  specified, fixed or variable portions of the
                                   interest, principal or other amounts received
                                   on the related mortgage assets;

                                o  payments of principal, with disproportionate,
                                   nominal or no payments of interest;

                                o  payments of interest, with disproportionate,
                                   nominal or no payments of principal;

                                o  payments of interest or principal that
                                   commence only as of a specified date or only
                                   after the occurrence of specified events,
                                   such as the payment in full of the interest
                                   and principal outstanding on one or more
                                   other classes of certificates of the same
                                   series;

                                o  payments of principal to be made, from time
                                   to time or for designated periods, at a rate
                                   that is--

                                   1. faster and, in some cases, substantially
                                      faster, or

                                   2. slower and, in some cases, substantially
                                      slower,

                                than the rate at which payments or other
                                collections of principal are received on the
                                related mortgage assets;

                                o  payments of principal to be made, subject to
                                   available funds, based on a specified
                                   principal payment schedule or other
                                   methodology; or

                                o  payments of all or part of the prepayment or
                                   repayment premiums, fees and charges, equity
                                   participations payments or other similar
                                   items received on the related mortgage
                                   assets.


                                      -7-



                                Any class of offered certificates may be senior
                                or subordinate to one or more other classes of
                                certificates of the same series, including a
                                non-offered class of certificates of that
                                series, for purposes of some or all payments
                                and/or allocations of losses.

                                A class of offered certificates may have two or
                                more component parts, each having
                                characteristics that are otherwise described in
                                this prospectus as being attributable to
                                separate and distinct classes.

                                We will describe the specific characteristics of
                                each class of offered certificates in the
                                related prospectus supplement. See "Description
                                of the Certificates."

CREDIT SUPPORT AND
  REINVESTMENT, INTEREST RATE
  AND CURRENCY RELATED
  PROTECTION FOR THE OFFERED
  CERTIFICATES................  Some classes of offered certificates may be
                                protected in full or in part against defaults
                                and losses, or select types of defaults and
                                losses, on the related mortgage assets through
                                the subordination of one or more other classes
                                of certificates of the same series or by other
                                types of credit support. The other types of
                                credit support may include a letter of credit, a
                                surety bond, an insurance policy, a guarantee or
                                a reserve fund. We will describe the credit
                                support, if any, for each class of offered
                                certificates in the related prospectus
                                supplement. The trust assets with respect to any
                                series of offered certificates may also include
                                any of the following agreements:

                                o  guaranteed investment contracts in accordance
                                   with which moneys held in the funds and
                                   accounts established with respect to those
                                   offered certificates will be invested at a
                                   specified rate;

                                o  interest rate exchange agreements, interest
                                   rate cap or floor agreements, or other
                                   agreements and arrangements designed to
                                   reduce the effects of interest rate
                                   fluctuations on the related mortgage assets
                                   or on one or more classes of those offered
                                   certificates; or

                                o  currency exchange agreements or other
                                   agreements and arrangements designed to
                                   reduce the effects of currency exchange rate
                                   fluctuations with respect to the related
                                   mortgage assets and one or more classes of
                                   those offered certificates.

                                We will describe the types of reinvestment,
                                interest rate and currency related protection,
                                if any, for each class of offered certificates
                                in the related prospectus supplement.

                                See "Risk Factors," "Description of the Trust
                                Assets" and "Description of Credit Support."


                                      -8-



ADVANCES WITH RESPECT
  TO THE MORTGAGE ASSETS......  If the trust assets for a series of offered
                                certificates include mortgage loans, then, as
                                and to the extent described in the related
                                prospectus supplement, the related master
                                servicer, the related special servicer, the
                                related trustee, any related provider of credit
                                support and/or any other specified person may be
                                obligated to make, or may have the option of
                                making, advances with respect to those mortgage
                                loans to cover--

                                o  delinquent scheduled payments of principal
                                   and/or interest, other than balloon payments,

                                o  property protection expenses,

                                o  other servicing expenses, or

                                o  any other items specified in the related
                                   prospectus supplement.

                                Any party making advances will be entitled to
                                reimbursement from subsequent recoveries on the
                                related mortgage loan and as otherwise described
                                in this prospectus or the related prospectus
                                supplement. That party may also be entitled to
                                receive interest on its advances for a specified
                                period. See "Description of the
                                Certificates--Advances."

                                If the trust assets for a series of offered
                                certificates include mortgage-backed securities,
                                we will describe in the related prospectus
                                supplement any comparable advancing obligations
                                with respect to those mortgage-backed securities
                                or the underlying mortgage loans.

OPTIONAL TERMINATION..........  We will describe in the related prospectus
                                supplement any circumstances in which a
                                specified party is permitted or obligated to
                                purchase or sell any of the mortgage assets
                                underlying a series of offered certificates. In
                                particular, a master servicer, special servicer
                                or other designated party may be permitted or
                                obligated to purchase or sell--

                                o  all the mortgage assets in any particular
                                   trust, thereby resulting in a termination of
                                   the trust, or

                                o  that portion of the mortgage assets in any
                                   particular trust as is necessary or
                                   sufficient to retire one or more classes of
                                   offered certificates of the related series.

                                See "Description of the
                                Certificates--Termination."

FEDERAL INCOME TAX
  CONSEQUENCES................  Any class of offered certificates will
                                constitute or evidence ownership of:


                                      -9-


                                o  regular interests or residual interests in a
                                   real estate mortgage investment conduit under
                                   Sections 860A through 860G of the Internal
                                   Revenue Code; or

                                o  interests in a grantor trust under Subpart E
                                   of Part I of Subchapter J of the Internal
                                   Revenue Code.

                     See "Federal Income Tax Consequences."

CERTAIN ERISA
  CONSIDERATIONS..............  If you are a fiduciary of an employee benefit
                                plan or other retirement plan or arrangement,
                                you should review with your legal advisor
                                whether the purchase or holding of offered
                                certificates could give rise to a transaction
                                that is prohibited or is not otherwise
                                permissible under applicable law. See "Certain
                                ERISA Considerations."

LEGAL INVESTMENT..............  If your investment authority is subject to legal
                                restrictions, you should consult your legal
                                advisor to determine whether and to what extent
                                the offered certificates constitute a legal
                                investment for you. We will specify in the
                                related prospectus supplement which classes of
                                the offered certificates will constitute
                                mortgage related securities for purposes of the
                                Secondary Mortgage Market Enhancement Act of
                                1984, as amended. See "Legal Investment."


                                      -10-




                                  RISK FACTORS

     You should consider the following factors, as well as the factors set forth
under "Risk Factors" in the related prospectus supplement, in deciding whether
to purchase offered certificates.

LACK OF LIQUIDITY WILL IMPAIR YOUR ABILITY TO SELL YOUR OFFERED CERTIFICATES AND
MAY HAVE AN ADVERSE EFFECT ON THE MARKET VALUE OF YOUR OFFERED CERTIFICATES

     The offered certificates may have limited or no liquidity. We cannot assure
you that a secondary market for your offered certificates will develop. There
will be no obligation on the part of anyone to establish a secondary market.
Even if a secondary market does develop for your offered certificates, it may
provide you with less liquidity than you anticipated and it may not continue for
the life of your offered certificates.

     We will describe in the related prospectus supplement the information that
will be available to you with respect to your offered certificates. The limited
nature of the information may adversely affect the liquidity of your offered
certificates.

     We do not currently intend to list the offered certificates on any national
securities exchange or the NASDAQ stock market.

     Lack of liquidity will impair your ability to sell your offered
certificates and may prevent you from doing so at a time when you may want or
need to. Lack of liquidity could adversely affect the market value of your
offered certificates. We do not expect that you will have any redemption rights
with respect to your offered certificates.

     If you decide to sell your offered certificates, you may have to sell them
at a discount from the price you paid for reasons unrelated to the performance
of your offered certificates or the related mortgage assets. Pricing information
regarding your offered certificates may not be generally available on an ongoing
basis.

THE MARKET VALUE OF YOUR OFFERED CERTIFICATES MAY BE ADVERSELY AFFECTED BY
FACTORS UNRELATED TO THE PERFORMANCE OF YOUR OFFERED CERTIFICATES AND THE
UNDERLYING MORTGAGE ASSETS, SUCH AS FLUCTUATIONS IN INTEREST RATES AND THE
SUPPLY AND DEMAND OF CMBS GENERALLY

     The market value of your offered certificates can decline even if those
certificates and the underlying mortgage assets are performing at or above your
expectations.

     The market value of your offered certificates will be sensitive to
fluctuations in current interest rates. However, a change in the market value of
your offered certificates as a result of an upward or downward movement in
current interest rates may not equal the change in the market value of your
offered certificates as a result of an equal but opposite movement in interest
rates.

     The market value of your offered certificates will also be influenced by
the supply of and demand for commercial mortgage-backed securities generally.
The supply of commercial mortgage-backed securities will depend on, among other
things, the amount of commercial and multifamily mortgage loans, whether newly
originated or held in portfolio, that are available for securitization. A number
of factors will affect investors' demand for commercial mortgage-backed
securities, including--


                                      -11-



o    the availability of alternative investments that offer higher yields or are
     perceived as being a better credit risk, having a less volatile market
     value or being more liquid,

o    legal and other restrictions that prohibit a particular entity from
     investing in commercial mortgage-backed securities or limit the amount or
     types of commercial mortgage-backed securities that it may acquire,

o    investors' perceptions regarding the commercial and multifamily real estate
     markets, which may be adversely affected by, among other things, a decline
     in real estate values or an increase in defaults and foreclosures on
     mortgage loans secured by income-producing properties, and

o    investors' perceptions regarding the capital markets in general, which may
     be adversely affected by political, social and economic events completely
     unrelated to the commercial and multifamily real estate markets.

     If you decide to sell your offered certificates, you may have to sell at
discount from the price you paid for reasons unrelated to the performance of
your offered certificates or the related mortgage assets. Pricing information
regarding your offered certificates may not be generally available on an ongoing
basis.

PAYMENTS ON THE OFFERED CERTIFICATES WILL BE MADE SOLELY FROM THE LIMITED ASSETS
OF THE RELATED TRUST, AND THOSE ASSETS MAY BE INSUFFICIENT TO MAKE ALL REQUIRED
PAYMENTS ON THOSE CERTIFICATES

     The offered certificates do not represent obligations of any person or
entity and do not represent a claim against any assets other than those of the
related trust. No governmental agency or instrumentality will guarantee or
insure payment on the offered certificates. In addition, neither we nor our
affiliates are responsible for making payments on the offered certificates if
collections on the related trust assets are insufficient. If the related trust
assets are insufficient to make payments on your offered certificates, no other
assets will be available to you for payment of the deficiency, and you will bear
the resulting loss. Any advances made by a master servicer or other party with
respect to the mortgage assets underlying your offered certificates are intended
solely to provide liquidity and not credit support. The party making those
advances will have a right to reimbursement, probably with interest, which is
senior to your right to receive payment on your offered certificates.

ANY CREDIT SUPPORT FOR YOUR OFFERED CERTIFICATES MAY BE INSUFFICIENT TO PROTECT
YOU AGAINST ALL POTENTIAL LOSSES

     The Amount of Credit Support Will Be Limited. The rating agencies that
assign ratings to your offered certificates will establish the amount of credit
support, if any, for your offered certificates based on, among other things, an
assumed level of defaults, delinquencies and losses with respect to the related
mortgage assets. Actual losses may, however, exceed the assumed levels. See
"Description of the Certificates--Allocation of Losses and Shortfalls" and
"Description of Credit Support." If actual losses on the related mortgage assets
exceed the assumed levels, you may be required to bear the additional losses.

     Credit Support May Not Cover All Types of Losses. The credit support, if
any, for your offered certificates may not cover all of your potential losses.
For example, some forms of credit support may not cover or may provide limited
protection against losses that you may suffer by reason of fraud or negligence
or as a result of uninsured casualties at the real properties securing the
underlying mortgage loans. You may be required to bear any losses which are not
covered by the credit support.


                                      -12-



     Disproportionate Benefits May Be Given to Some Classes and Series to the
Detriment of Others. If a form of credit support covers multiple classes or
series and losses exceed the amount of that credit support, it is possible that
the holders of offered certificates of another series or class will be
disproportionately benefited by that credit support to your detriment.

THE INVESTMENT PERFORMANCE OF YOUR OFFERED CERTIFICATES WILL DEPEND UPON
PAYMENTS, DEFAULTS AND LOSSES ON THE UNDERLYING MORTGAGE LOANS; AND THOSE
PAYMENTS, DEFAULTS AND LOSSES MAY BE HIGHLY UNPREDICTABLE

     The Terms of the Underlying Mortgage Loans Will Affect Payments on Your
Offered Certificates. Each of the mortgage loans underlying the offered
certificates will specify the terms on which the related borrower must repay the
outstanding principal amount of the loan. The rate, timing and amount of
scheduled payments of principal may vary, and may vary significantly, from
mortgage loan to mortgage loan. The rate at which the underlying mortgage loans
amortize will directly affect the rate at which the principal balance or
notional amount of your offered certificates is paid down or otherwise reduced.

     In addition, any mortgage loan underlying the offered certificates may
permit the related borrower during some or all of the loan term to prepay the
loan. In general, a borrower will be more likely to prepay its mortgage loan
when it has an economic incentive to do so, such as obtaining a larger loan on
the same underlying real property or a lower or otherwise more advantageous
interest rate through refinancing. If a mortgage loan includes some form of
prepayment restriction, the likelihood of prepayment should decline. These
restrictions may include--

     o    an absolute or partial prohibition against voluntary prepayments
          during some or all of the loan term, or

     o    a requirement that voluntary prepayments be accompanied by some form
          of prepayment premium, fee or charge during some or all of the loan
          term.

In many cases, however, there will be no restriction associated with the
application of insurance proceeds or condemnation proceeds as a prepayment of
principal.

     The Terms of the Underlying Mortgage Loans Do Not Provide Absolute
Certainty as Regards the Rate, Timing and Amount of Payments on Your Offered
Certificates. Notwithstanding the terms of the mortgage loans backing your
offered certificates, the amount, rate and timing of payments and other
collections on those mortgage loans will, to some degree, be unpredictable
because of borrower defaults and because of casualties and condemnations with
respect to the underlying real properties.

     The investment performance of your offered certificates may vary materially
and adversely from your expectations due to--

     o    the rate of prepayments and other unscheduled collections of principal
          on the underlying mortgage loans being faster or slower than you
          anticipated, or

     o    the rate of defaults on the underlying mortgage loans being faster, or
          the severity of losses on the underlying mortgage loans being greater,
          than you anticipated.

     The actual yield to you, as a holder of an offered certificate, may not
equal the yield you anticipated at the time of your purchase, and the total
return on investment that you expected may not be realized. In deciding whether
to purchase any offered certificates, you should make an independent decision as
to the appropriate prepayment, default and loss assumptions to be used. If the
trust assets


                                      -13-



underlying your offered certificates include mortgage-backed securities, the
terms of those securities may soften or enhance the effects to you that may
result from prepayments, defaults and losses on the mortgage loans that
ultimately back those securities.

     Prepayments on the Underlying Mortgage Loans Will Affect the Average Life
of Your Offered Certificates; and the Rate and Timing of Those Prepayments May
Be Highly Unpredictable. Payments of principal and/or interest on your offered
certificates will depend upon, among other things, the rate and timing of
payments on the related mortgage assets. Prepayments on the underlying mortgage
loans may result in a faster rate of principal payments on your offered
certificates, thereby resulting in a shorter average life for your offered
certificates than if those prepayments had not occurred. The rate and timing of
principal prepayments on pools of mortgage loans varies among pools and is
influenced by a variety of economic, demographic, geographic, social, tax and
legal factors. Accordingly, neither you nor we can predict the rate and timing
of principal prepayments on the mortgage loans underlying your offered
certificates. As a result, repayment of your offered certificates could occur
significantly earlier or later, and the average life of your offered
certificates could be significantly shorter or longer, than you expected.

     The extent to which prepayments on the underlying mortgage loans ultimately
affect the average life of your offered certificates depends on the terms and
provisions of your offered certificates. A class of offered certificates may
entitle the holders to a pro rata share of any prepayments on the underlying
mortgage loans, to all or a disproportionately large share of those prepayments,
or to none or a disproportionately small share of those prepayments. If you are
entitled to a disproportionately large share of any prepayments on the
underlying mortgage loans, your offered certificates may be retired at an
earlier date. If, however, you are only entitled to a small share of the
prepayments on the underlying mortgage loans, the average life of your offered
certificates may be extended. Your entitlement to receive payments, including
prepayments, of principal of the underlying mortgage loans may--

     o    vary based on the occurrence of specified events, such as the
          retirement of one or more other classes of certificates of the same
          series, or

     o    be subject to various contingencies, such as prepayment and default
          rates with respect to the underlying mortgage loans.

     We will describe the terms and provisions of your offered certificates more
fully in the related prospectus supplement.

     Prepayments on the Underlying Mortgage Loans Will Affect the Yield on Your
Offered Certificates; and the Rate and Timing of Those Prepayments May Be Highly
Unpredictable. If you purchase your offered certificates at a discount or
premium, the yield on your offered certificates will be sensitive to prepayments
on the underlying mortgage loans. If you purchase your offered certificates at a
discount, you should consider the risk that a slower than anticipated rate of
principal payments on the underlying mortgage loans could result in your actual
yield being lower than your anticipated yield. Alternatively, if you purchase
your offered certificates at a premium, you should consider the risk that a
faster than anticipated rate of principal payments on the underlying mortgage
loans could result in your actual yield being lower than your anticipated yield.
The potential effect that prepayments may have on the yield of your offered
certificates will increase as the discount deepens or the premium increases. If
the amount of interest payable on your offered certificates is
disproportionately large, as compared to the amount of principal payable on your
offered certificates, you may fail to recover your original investment under
some prepayment scenarios. The rate and timing of principal prepayments on pools
of mortgage loans varies among pools and is influenced by a variety of economic,
demographic,


                                      -14-



geographic, social, tax and legal factors. Accordingly, neither you nor we can
predict the rate and timing of principal prepayments on the mortgage loans
underlying your offered certificates.

     Delinquencies, Defaults and Losses on the Underlying Mortgage Loans May
Affect the Amount and Timing of Payments on Your Offered Certificates; and the
Rate and Timing of Those Delinquencies and Defaults, and the Severity of Those
Losses, are Highly Unpredictable. The rate and timing of delinquencies and
defaults, and the severity of losses, on the underlying mortgage loans will
impact the amount and timing of payments on a series of offered certificates to
the extent that their effects are not offset by delinquency advances or some
form of credit support.

     Unless otherwise covered by delinquency advances or some form of credit
support, defaults on the underlying mortgage loans may delay payments on a
series of offered certificates while the defaulted mortgage loans are worked-out
or liquidated. However, liquidations of defaulted mortgage loans prior to
maturity could affect the yield and average life of an offered certificate in a
manner similar to a voluntary prepayment.

     If you calculate your anticipated yield to maturity based on an assumed
rate of default and amount of losses on the underlying mortgage loans that is
lower than the default rate and amount of losses actually experienced, then, to
the extent that you are required to bear the additional losses, your actual
yield to maturity will be lower than you calculated and could, under some
scenarios, be negative. Furthermore, the timing of losses on the underlying
mortgage loans can affect your yield. In general, the earlier you bear any loss
on an underlying mortgage loan, the greater the negative effect on your yield.

     Even if losses on the mortgage loans are not borne by your certificates,
those losses may affect the weighted average life and yield to maturity of your
certificates. This may be so, because those losses lead to your certificates
having a higher percentage ownership interest in the trust and related
distributions of principal payments on the mortgage loans than would otherwise
have been the case and the related prepayment may affect the pass-through rate
on your certificates. The effect on the weighted average life and yield to
maturity of your certificates will depend upon the characteristics of the
remaining mortgage loans.

     If losses on the mortgage loan exceed the aggregate certificate balance of
the classes of certificates subordinated to a particular class, that class will
suffer a loss equal to the full amount of the excess (up to the outstanding
certificate balance of that class).

     See "--Repayment of a Commercial or Multifamily Mortgage Loan Depends on
the Performance and Value of the Underlying Real Property, Which May Decline
Over Time, and the Related Borrower's Ability to Refinance the Property, of
Which There Is No Assurance" below.

     There is an Increased Risk of Default Associated with Balloon Payments. Any
of the mortgage loans underlying your offered certificates may be nonamortizing
or only partially amortizing, which involve greater risk than fully amortizing
loans. In addition, fully amortizing mortgage loans which may pay interest on an
"actual/360" basis but have fixed monthly payments that were calculated based on
a 30/360 schedule may have a small principal payment due at maturity. The
borrower under a mortgage loan of that type is required to make substantial
payments of principal and interest, which are commonly called balloon payments,
on the maturity date of the loan. The ability of the borrower to make a balloon
payment depends upon the borrower's ability to refinance or sell the real
property securing the loan. The ability of the borrower to refinance or sell the
property will be affected by a number of factors, including:


                                      -15-


     o    the fair market value and condition of the underlying real property;

     o    the level of interest rates;

     o    the borrower's equity in the underlying real property;

     o    the borrower's financial condition;

     o    the operating history and occupancy level of the underlying real
          property;

     o    changes in zoning and tax laws;

     o    changes in competition in the relevant area;

     o    changes in rental rates in the relevant area;

     o    reductions in government assistance/rent subsidy programs;

     o    changes in governmental regulation and fiscal policy;

     o    prevailing general and regional economic conditions;

     o    the state of the fixed income and mortgage markets; and

     o    the availability of credit for multifamily rental or commercial
          properties.

     See "--Repayment of a Commercial or Multifamily Mortgage Loan Depends on
the Performance and Value of the Underlying Real Property, Which May Decline
Over Time, and the Related Borrower's Ability to Refinance the Property, of
Which There Is No Assurance" below.

     Neither we nor any of our affiliates will be obligated to refinance any
mortgage loan underlying your offered certificates.

     The related master servicer or special servicer may, within prescribed
limits, extend and modify mortgage loans underlying your offered certificates
that are in default or as to which a payment default is imminent in order to
maximize recoveries on the defaulted loans. The related master servicer or
special servicer is only required to determine that any extension or
modification is reasonably likely to produce a greater recovery than a
liquidation of the real property securing the defaulted loan. There is a risk
that the decision of the master servicer or special servicer to extend or modify
a mortgage loan may not in fact produce a greater recovery.

REPAYMENT OF A COMMERCIAL OR MULTIFAMILY MORTGAGE LOAN DEPENDS ON THE
PERFORMANCE AND VALUE OF THE UNDERLYING REAL PROPERTY, WHICH MAY DECLINE OVER
TIME, AND THE RELATED BORROWER'S ABILITY TO REFINANCE THE PROPERTY, OF WHICH
THERE IS NO ASSURANCE

     Most of the Mortgage Loans Underlying Your Offered Certificates Will Be
Nonrecourse. You should consider all of the mortgage loans underlying your
offered certificates to be nonrecourse loans. This means that, in the event of a
default, recourse will be limited to the related real property or properties
securing the defaulted mortgage loan. In those cases where recourse to a
borrower or guarantor is permitted by the loan documents, we generally will not
undertake any evaluation of the financial condition of that borrower or
guarantor. Consequently, full and timely payment on each mortgage loan
underlying your offered certificates will depend on one or more of the
following:

     o    the sufficiency of the net operating income of the applicable real
          property;

     o    the market value of the applicable real property at or prior to
          maturity; and

     o    the ability of the related borrower to refinance or sell the
          applicable real property.

     In general, the value of a multifamily or commercial property will depend
on its ability to generate net operating income. The ability of an owner to
finance a multifamily or commercial property will depend, in large part, on the
property's value and ability to generate net operating income.


                                      -16-



     Unless we state otherwise in the related prospectus supplement, none of the
mortgage loans underlying your offered certificates will be insured or
guaranteed by any governmental entity or private mortgage insurer.

     The risks associated with lending on multifamily and commercial properties
are inherently different from those associated with lending on the security of
one-to-four family properties. This is because multifamily rental and commercial
real estate lending involves larger loans to a single borrower or groups of
related borrowers and, as described above, repayment is dependent upon the
successful operation and value of the related real estate project. Net operating
income on a multifamily or commercial real estate property can be volatile and
may be insufficient to cover debt services on the loan at any given time.

     Many Risk Factors are Common to Most or All Multifamily and Commercial
Properties. The following factors, among others, will affect the ability of a
multifamily or commercial property to generate net operating income and,
accordingly, its value:

     o  the age, design and construction quality of the property;

     o  perceptions regarding the safety, convenience and attractiveness of
        the property;

     o  the characteristics of the neighborhood where the property is located;

     o  the proximity and attractiveness of competing properties; the existence
        and construction of competing properties;

     o  the adequacy of the property's management and maintenance;

     o  national, regional or local economic conditions,

     o  including plant closings, industry slowdowns and unemployment rates;

     o  local real estate conditions, including an increase in or oversupply of
        comparable commercial or residential space;

     o  demographic factors;

     o  customer tastes and preferences;

     o  retroactive changes in building codes;

     o  changes in governmental rules, regulations and fiscal policies,
        including environmental legislation;

     o  dependence upon a single tenant or a concentration of tenants in a
        particular business or industry;

     o  the diversity of tenants and their industries;

     o  consumer confidence;

     o  changes or continued weakness in specific industry segments; and

     o  public perception of safety for customers and clients.

     Particular factors that may adversely affect the ability of a multifamily
or commercial property to generate net operating income include:

     o  an increase in interest rates, real estate taxes and other operating
        expenses;

     o  an increase in the capital expenditures needed to maintain the property
        or make improvements;

     o  a decline in the financial condition of a major tenant and, in
        particular, a sole tenant or

     o  anchor tenant;

     o  an increase in vacancy rates;


                                      -17-



     o  a decline in rental rates as leases are renewed or replaced; and

     o  natural disasters and civil disturbances such as earthquakes,
        hurricanes, floods, eruptions or riots.

     The volatility of net operating income generated by a multifamily or
commercial property over time will be influenced by many of the foregoing
factors, as well as by:

     o  the length of tenant leases;

     o  the creditworthiness of tenants;

     o  the rental rates at which leases are renewed or replaced;

     o  the percentage of total property expenses in relation to revenue;

     o  the ratio of fixed operating expenses to those that vary with revenues;
        and

     o  the level of capital expenditures required to maintain the property and
        to maintain or replace tenants.

Therefore, commercial and multifamily properties with short-term or less
creditworthy sources of revenue and/or relatively high operating costs, such as
those operated as hospitality and self-storage properties, can be expected to
have more volatile cash flows than commercial and multifamily properties with
medium- to long-term leases from creditworthy tenants and/or relatively low
operating costs. A decline in the real estate market will tend to have a more
immediate effect on the net operating income of commercial and multifamily
properties with short-term revenue sources and may lead to higher rates of
delinquency or defaults on the mortgage loans secured by those properties.

     The Successful Operation of a Multifamily or Commercial Property Depends on
Tenants. Generally, multifamily and commercial properties are subject to leases.
The owner of a multifamily or commercial property typically uses lease or rental
payments for the following purposes:

     o  to pay for maintenance and other operating expenses associated with the
        property;

     o  to fund repairs, replacements and capital improvements at the property;
        and

     o  to service mortgage loans secured by, and any other debt obligations
        associated with operating, the property.

     Factors that may adversely affect the ability of a multifamily or
commercial property to generate net operating income from lease and rental
payments include:

     o  an increase in vacancy rates, which may result from tenants deciding not
        to renew an existing lease or discontinuing operations;

     o  an increase in tenant payment defaults;

     o  a decline in rental rates as leases are entered into, renewed or
        extended at lower rates;

     o  an increase in the capital expenditures needed to maintain the property
        or to make improvements; and

     o  a decline in the financial condition of a major or sole tenant.

Various factors that will affect the operation and value of a commercial
property include:

     o  the business operated by the tenants;

     o  the creditworthiness of the tenants; and

     o  the number of tenants.


                                      -18-



     Dependence on a Single Tenant or a Small Number of Tenants Makes a Property
Riskier Collateral. In those cases where an income-producing property is leased
to a single tenant or is primarily leased to one or a small number of major
tenants, a deterioration in the financial condition or a change in the plan of
operations of any of those tenants can have particularly significant effects on
the net operating income generated by the property. If any of those tenants
defaults under or fails to renew its lease there would likely be an interruption
of rental payments or of cash flow and the resulting adverse financial effect on
the operation of the property will be substantially more severe than would be
the case with respect to a property occupied by a large number of less
significant tenants. This is so because:

     o  the financial effect of the absence of rental income may be severe;

     o  more time may be required to re-lease the space; and

     o  substantial capital costs may be incurred to make the space appropriate
        for replacement tenants.

     An income-producing property operated for retail, office or industrial
purposes also may be adversely affected by a decline in a particular business or
industry if a concentration of tenants at the property is engaged in that
business or industry. Similarly, concentrations of particular tenants among the
mortgaged properties increase the possibility that financial problems with such
tenants could affect the mortgage loans.

     Tenant Bankruptcy Adversely Affects Property Performance. The bankruptcy or
insolvency of a major tenant (such as an anchor tenant), or a number of smaller
tenants, at a commercial property may adversely affect the income produced by
the property. Under the U.S. Bankruptcy Code, a tenant has the option of
assuming or rejecting any unexpired lease. If the tenant rejects the lease, the
landlord's claim for breach of the lease would be a general unsecured claim
against the tenant unless there is collateral securing the claim. The claim
would be limited to:

     o  the unpaid rent reserved under the lease for the periods prior to the
        bankruptcy petition or any earlier surrender of the leased premises,
        plus

     o  an amount, not to exceed three years' rent, equal to the greater of one
        year's rent and 15% of the remaining reserved rent.

     The Success of an Income-Producing Property Depends on Reletting Vacant
Spaces. The operations at an income-producing property will be adversely
affected if the owner or property manager is unable to renew leases or relet
space on comparable terms when existing leases expire and/or become defaulted.
Even if vacated space is successfully relet, the costs associated with
reletting, including tenant improvements and leasing commissions in the case of
income-producing properties operated for retail, office or industrial purposes,
can be substantial and could reduce cash flow from the income-producing
properties. Moreover, if a tenant at a income-producing property defaults in its
lease obligations, the landlord may incur substantial costs and experience
significant delays associated with enforcing its rights and protecting its
investment, including costs incurred in renovating and reletting the property.

     If an income-producing property has multiple tenants, re-leasing
expenditures may be more frequent than in the case of a property with fewer
tenants, thereby reducing the cash flow generated by the multi-tenanted
property. Multi-tenanted properties may also experience higher continuing
vacancy rates and greater volatility in rental income and expenses.


                                      -19-



        Property Value May Be Adversely Affected Even When Current Operating
Income Is Not. Various factors may affect the value of multifamily and
commercial properties without affecting their current net operating income,
including:

     o  changes in interest rates;

     o  the availability of refinancing sources;

     o  changes in governmental regulations, licensing or fiscal policy;

     o  changes in zoning or tax laws; and

     o  potential environmental or other legal liabilities.

     Property Management May Affect Property Operations and Value. The operation
of an income-producing property will depend upon the property manager's
performance and viability. The property manager generally is responsible for:

     o  responding to changes in the local market;

     o  planning and implementing the rental structure, including staggering
        durations of leases and establishing levels of rent payments;

     o  operating the property and providing building services;

     o  managing operating expenses; and

     o  ensuring that maintenance and capital improvements are carried out in a
        timely fashion.

        Income-producing properties that derive revenues primarily from
short-term rental commitments, such as hospitality or self-storage properties,
generally require more intensive management than properties leased to tenants
under long-term leases.

        By controlling costs, providing appropriate and efficient services to
tenants and maintaining improvements in good condition, a property manager can--

     o  maintain or improve occupancy rates, business and cash flow,

     o  reduce operating and repair costs, and

     o  preserve building value.

On the other hand, management errors can, in some cases, impair the long term
viability of an income-producing property.

        We make no representation or warranty as to the skills of any present or
future managers. In many cases, the property manager is an affiliate of the
borrower and may not manage properties for non-affiliates. Additionally, we
cannot assure you that the property managers will be in a financial condition to
fulfill their management responsibilities throughout the terms of their
respective management agreements.

        Maintaining a Property in Good Condition is Expensive. The owner may be
required to expend a substantial amount to maintain, renovate or refurbish a
commercial or multifamily property. Failure to do so may materially impair the
property's ability to generate cash flow. The effects of poor construction
quality will increase over time in the form of increased maintenance and
capital improvements. Even superior construction will deteriorate over time if
management does not schedule and perform adequate maintenance in a timely
fashion. There can be no assurance that an income-producing property will
generate sufficient cash flow to cover the increased costs of maintenance and

                                      -20-



capital improvements in addition to paying debt service on the mortgage loan(s)
that may encumber that property.

     Competition Will Adversely Affect the Profitability and Value of an
Income-Producing Property. Some income-producing properties are located in
highly competitive areas. Comparable income-producing properties located in the
same area compete on the basis of a number of factors including:

     o  rental rates;

     o  location;

     o  type of business or services and amenities offered; and

     o  nature and condition of the particular property.

     The profitability and value of an income-producing property may be
adversely affected by a comparable property that:

     o  offers lower rents,

     o  has lower operating costs,

     o  offers a more favorable location, or

     o  offers better facilities.

     Costs of renovating, refurbishing or expanding an income-producing property
in order to remain competitive can be substantial.

     Various Types of Income-Producing Properties May Present Special Risks. The
relative importance of any factor affecting the value or operation of an
income-producing property will depend on the type and use of the property. In
addition, the type and use of a particular income-producing property may present
special risks. For example--

     o  Health care-related facilities and casinos are subject to significant
        governmental regulation of the ownership, operation, maintenance and/or
        financing of those properties.

     o  Multifamily rental properties, manufactured housing communities and
        mobile home parks may be subject to rent control or rent stabilization
        laws and laws governing landlord/tenant relationships.

     o  Hospitality and restaurant properties are often operated under
        franchise, management or operating agreements, which may be terminable
        by the franchisor or operator. Moreover, the transferability of a
        hotel's or restaurant's operating, liquor and other licenses upon a
        transfer of the hotel or restaurant is subject to local law
        requirements.

     o  Depending on their location, recreational and resort properties,
        properties that provide entertainment services, hospitality properties,
        restaurants and taverns, mini-warehouses and self-storage facilities
        tend to be adversely affected more quickly by a general economic
        downturn than other types of commercial properties.

     o  Marinas will be affected by various statutes and government regulations
        that govern the use of, and construction on, rivers, lakes and other
        waterways.

     o  Some recreational and hospitality properties may have seasonal
        fluctuations and/or may be adversely affected by prolonged unfavorable
        weather conditions.

     o  Churches and other religious facilities may be highly dependent on
        donations which are likely to decline as economic conditions decline.

     o  Properties used as gas stations, automotive sales and service centers,
        dry cleaners, warehouses and industrial facilities may be more likely to
        have environmental issues.


                                      -22-



     Additionally, many types of commercial properties are not readily
convertible to alternative uses if the original use is not successful or may
require significant capital expenditures to effect any conversion to an
alternative use. As a result, the liquidation value of any of those types of
property would be substantially less than would otherwise be the case. See
"Description of the Trust Assets--Mortgage Loans--A Discussion of the Various
Types of Multifamily and Commercial Properties that May Secure Mortgage Loans
Underlying a Series of Offered Certificates."

BORROWER CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF
DEFAULT AND LOSS

     A particular borrower or group of related borrowers may be associated with
multiple real properties securing the mortgage loans underlying a series of
offered certificates. The bankruptcy or insolvency of, or other financial
problems with respect to, that borrower or group of borrowers could have an
adverse effect on--

     o  the operation of all of the related real properties, and

     o  the ability of those properties to produce sufficient cash flow to make
        required payments on the related mortgage loans.

For example, if a borrower or group of related borrowers that owns or controls
several real properties experiences financial difficulty at one of those
properties, it could defer maintenance at another of those properties in order
to satisfy current expenses with respect to the first property. That borrower or
group of related borrowers could also attempt to avert foreclosure by filing a
bankruptcy petition that might have the effect of interrupting debt service
payments on all the related mortgage loans for an indefinite period. In
addition, multiple real properties owned by the same borrower or related
borrowers are likely to have common management. This would increase the risk
that financial or other difficulties experienced by the property manager could
have a greater impact on the owner of the related loans.

LOAN CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF DEFAULT
AND LOSS

     Any of the mortgage assets in one of our trusts may be substantially larger
than the other assets in that trust. In general, the inclusion in a trust of one
or more mortgage assets that have outstanding principal balances that are
substantially larger than the other mortgage assets in the trust can result in
losses that are more severe, relative to the size of the related mortgage asset
pool, than would be the case if the total principal balance of that pool were
distributed more evenly.

GEOGRAPHIC CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF
DEFAULT AND LOSS

     If a material concentration of mortgage loans underlying a series of
offered certificates is secured by real properties in a particular locale, state
or region, then the holders of those certificates will have a greater exposure
to:

     o  any adverse economic developments that occur in the locale, state or
        region where the properties are located;

     o  changes in the real estate market where the properties are located;

     o  changes in governmental rules and fiscal policies in the governmental
        jurisdiction where the properties are located; and

     o  acts of nature, including floods, tornadoes and earthquakes, in the
        areas where properties are located.


                                      -22-



CHANGES IN POOL COMPOSITION WILL CHANGE THE NATURE OF YOUR INVESTMENT

     The mortgage loans underlying any series of offered certificates will
amortize at different rates and mature on different dates. In addition, some of
those mortgage loans may be prepaid or liquidated. As a result, the relative
composition of the related mortgage asset pool will change over time.

     If you purchase certificates with a pass-through rate that is equal to or
calculated based upon a weighted average of interest rates on the underlying
mortgage loans, your pass-through rate will be affected, and may decline, as the
relative composition of the mortgage pool changes.

     In addition, as payments and other collections of principal are received
with respect to the underlying mortgage loans, the remaining mortgage pool
backing your offered certificates may exhibit an increased concentration with
respect to property type, number and affiliation of borrowers and geographic
location.

ADJUSTABLE RATE MORTGAGE LOANS MAY ENTAIL GREATER RISKS OF DEFAULT TO LENDERS
THAN FIXED RATE MORTGAGE LOANS

     Some or all of the mortgage loans underlying a series of offered
certificates may provide for adjustments to their respective mortgage interest
rates and corresponding adjustments to their respective periodic debt service
payments. As the periodic debt service payment for any of those mortgage loans
increases, the likelihood that cash flow from the underlying real property will
be insufficient to make that periodic debt service payment and pay operating
expenses also increases.

SUBORDINATE DEBT INCREASES THE LIKELIHOOD THAT A BORROWER WILL DEFAULT ON A
MORTGAGE LOAN UNDERLYING YOUR OFFERED CERTIFICATES

     Some or all of the mortgage loans included in one of our trusts may permit
the related borrower to encumber the related real property with additional
secured debt.

     Even if a mortgage loan prohibits further encumbrance of the related real
property, a violation of this prohibition may not become evident until the
affected mortgage loan otherwise defaults. Accordingly, a lender, such as one of
our trusts, may not realistically be able to prevent a borrower from incurring
subordinate debt.

     The existence of any secured subordinated indebtedness increases the
difficulty of refinancing a mortgage loan at the loan's maturity. In addition,
the related borrower may have difficulty repaying multiple loans. Moreover, the
filing of a petition in bankruptcy by, or on behalf of, a junior lienholder may
stay the senior lienholder from taking action to foreclose out the junior lien.
See "Legal Aspects of Mortgage Loans--Subordinate Financing."

BORROWER BANKRUPTCY PROCEEDINGS CAN DELAY AND IMPAIR RECOVERY ON A MORTGAGE LOAN
UNDERLYING YOUR OFFERED CERTIFICATES

     Under the U.S. Bankruptcy Code, the filing of a petition in bankruptcy by
or against a borrower will stay the sale of a real property owned by that
borrower, as well as the commencement or continuation of a foreclosure action.

     In addition, if a court determines that the value of a real property is
less than the principal balance of the mortgage loan it secures, the court may
reduce the amount of secured indebtedness to the


                                      -23-



then-value of the property. This would make the lender a general unsecured
creditor for the difference between the then-value of the property and the
amount of its outstanding mortgage indebtedness.

     A bankruptcy court also may:

     o  grant a debtor a reasonable time to cure a payment default on a mortgage
        loan;

     o  reduce monthly payments due under a mortgage loan; change the

     o  rate of interest due on a mortgage loan; or

     o  otherwise alter a mortgage loan's repayment schedule.

     Moreover, the filing of a petition in bankruptcy by, or on behalf of a
junior lienholder may stay the senior lienholder from taking action to foreclose
on the junior lien. Furthermore, the borrower, as debtor-in-possession, or its
bankruptcy trustee has special powers to avoid, subordinate or disallow debts.
In some circumstances, the claims of a secured lender, such as one of our
trusts, may be subordinated to financing obtained by a debtor-in-possession
subsequent to its bankruptcy.

     Under the U.S. Bankruptcy Code, a lender will be stayed from enforcing a
borrower's assignment of rents and leases. The U.S. Bankruptcy Code also may
interfere with a lender's ability to enforce lockbox requirements. The legal
proceedings necessary to resolve these issues can be time consuming and may
significantly delay the receipt of rents. Rents also may escape an assignment to
the extent they are used by borrower to maintain its property or for other court
authorized expenses.

     As a result of the foregoing, the related trust's recovery with respect to
borrowers in bankruptcy proceedings may be significantly delayed, and the total
amount ultimately collected may be substantially less than the amount owed.

     In its decisions in In re 203 North LaSalle Street Partnership, 246 B.R.
325 (Bankr. N.D. III. March 10, 2000), the United States Bankruptcy Court for
the Northern District of Illinois refused to enforce a provision of a
subordination agreement that allowed a first mortgagee to vote a second
mortgagee's claim with respect to a Chapter 11 reorganization plan on the
grounds that pre-bankruptcy contracts cannot override rights expressly provided
by the Bankruptcy Code. This holding, which one court has already followed,
potentially limits the ability of a senior lender to accept or reject a
reorganization plan or to control the enforcement of remedies against a common
borrower over a subordinated lender's objections.

     As a result of the foregoing, the trustee's recovery with respect to
borrowers in bankruptcy proceedings may be significantly delayed, and the
aggregate amount ultimately collected may be substantially less than the amount
owed.

TAXES ON FORECLOSURE PROPERTY WILL REDUCE AMOUNTS AVAILABLE TO MAKE PAYMENTS ON
THE OFFERED CERTIFICATES

     One of our trusts may be designated, in whole or in part, as a real estate
mortgage investment conduit for federal income tax purposes. If that trust
acquires a real property through a foreclosure or deed in lieu of foreclosure,
then the related special servicer may be required to retain an independent
contractor to operate and manage the property. Receipt of the following types of
income on that property will subject the trust to federal, and possibly state or
local, tax on that income at the highest marginal corporate tax rate:


                                      -24-



     o  any net income from that operation and management that does not consist
        of qualifying rents from real property within the meaning of Section
        856(d) of the Internal Revenue Code, and

     o  any rental income based on the net profits of a tenant or sub-tenant or
        allocable to a service that is non-customary in the area and for the
        type of building involved.

     These taxes would reduce the net proceeds available for payment with
respect to the related offered certificates.

ENVIRONMENTAL LIABILITIES WILL ADVERSELY AFFECT THE VALUE AND OPERATION OF THE
CONTAMINATED PROPERTY AND MAY DETER A LENDER FROM FORECLOSING

        There can be no assurance--

     o  as to the degree of environmental testing conducted at any of the real
        properties securing the mortgage loans that back your offered
        certificates;

     o  that the environmental testing conducted by or on behalf of the
        applicable originators or any other parties in connection with the
        origination of those mortgage loans or otherwise identified all adverse
        environmental conditions and risks at the related real properties; that
        the results of the environmental testing were accurately evaluated in
        all cases;

     o  that the related borrowers have implemented or will implement all
        operations and maintenance plans and other remedial actions recommended
        by any environmental consultant that may have conducted testing at the
        related real properties; or

     o  that the recommended action will fully remediate or otherwise address
        all the identified adverse environmental conditions and risks.

     Environmental site assessments vary considerably in their content, quality
and cost. Even when adhering to good professional practices, environmental
consultants will sometimes not detect significant environmental problems because
to do an exhaustive environmental assessment would be far too costly and
time-consuming to be practical.

     In addition, the current environmental condition of a real property
securing a mortgage loan underlying your offered certificates could be adversely
affected by--

     o  tenants at the property, such as gasoline stations or dry cleaners,

     o  conditions or operations in the vicinity of the property, such as
        leaking underground storage tanks at another property nearby, or

     o  activities of third parties not related to borrowers.

     Various environmental laws may make a current or previous owner or operator
of real property liable for the costs of removal or remediation of hazardous or
toxic substances on, under or adjacent to the property. Those laws often impose
liability whether or not the owner or operator knew of, or was responsible for,
the presence of the hazardous or toxic substances. For example, there are laws
that impose liability for release of asbestos containing materials into the air
or require the removal or containment of the materials. The owner's liability
for any required remediation generally is unlimited and could exceed the value
of the property and/or the total assets of the owner. In addition, the presence
of hazardous or toxic substances, or the failure to remediate the adverse
environmental condition, may adversely affect the owner's or operator's ability
to use the affected property. In some states, contamination of a property may
give rise to a lien on the property to ensure the costs of cleanup.

                                      -25-



Depending on the state, this lien may have priority over the lien of an existing
mortgage, deed of trust or other security instrument. In addition, third parties
may seek recovery from owners or operators of real property for personal injury
associated with exposure to hazardous substances, including asbestos and
lead-based paint. Persons who arrange for the disposal or treatment of hazardous
or toxic substances may be liable for the costs of removal or remediation of the
substances at the disposal or treatment facility.

     The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, as well as other federal and state laws,
provide that a secured lender, such as one of our trusts, may be liable as an
"owner" or "operator" of the real property, regardless of whether the borrower
or a previous owner caused the environmental damage, if--

     o  agents or employees of the lender are deemed to have participated in the
        management of the borrower, or

     o  the lender actually takes possession of a borrower's property or control
        of its day-to-day operations, including through the appointment of a
        receiver or foreclosure.

     Although recently enacted legislation clarifies the activities in which a
lender may engage without becoming subject to liability under the federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, and similar federal laws, that legislation has no applicability to
state environmental laws. Moreover, future laws, ordinances or regulations could
impose material environmental liability.

     Federal law requires owners of residential housing constructed prior to
1978 to disclose to potential residents or purchasers--

     o  any condition on the property that causes exposure to lead-based paint,
        and

     o  the potential hazards to pregnant women and young children, including
        that the ingestion of lead-based paint chips and/or the inhalation of
        dust particles from lead-based paint by children can cause permanent
        injury, even at low levels of exposure.

     Property owners may be liable for injuries to their tenants resulting from
exposure under various laws that impose affirmative obligations on property
owners of residential housing containing lead-based paint.

SOME PROVISIONS IN THE MORTGAGE LOANS UNDERLYING YOUR OFFERED CERTIFICATES MAY
BE CHALLENGED AS BEING UNENFORCEABLE

     Cross-Collateralization Arrangements. It may be possible to challenge
cross-collateralization arrangements involving more than one borrower as a
fraudulent conveyance, even if the borrowers are related. If one of those
borrowers were to become a debtor in a bankruptcy case, creditors of the
bankrupt party or the representative of the bankruptcy estate of the bankrupt
party could seek to have the bankruptcy court avoid any lien granted by the
bankrupt party to secure repayment of another borrower's loan. In order to do
so, the court would have to determine that--

     o    the bankrupt party--

          1.   was insolvent at the time of granting the lien,

          2.   was rendered insolvent by the granting of the lien,


                                      -26-



          3.   was left with inadequate capital, or

          4.   was not able to pay its debts as they matured; and

     o  the bankrupt party did not, when it allowed its property to be
        encumbered by a lien securing the other borrower's loan, receive fair
        consideration or reasonably equivalent value for pledging its property
        for the equal benefit of the other borrower.

If the court were to conclude that the granting of the lien was an avoidable
fraudulent conveyance, it could nullify the lien or security instrument
effecting the cross-collateralization or subordinate all or part of the
pertinent mortgage loan to existing or future indebtedness of the borrower. The
court could also allow the bankrupt party to recover payments it made under the
avoided cross-collateralization.

     Prepayment Premiums, Fees and Charges. Under the laws of a number of
states, the enforceability of any mortgage loan provisions that require payment
of a prepayment premium, fee or charge upon an involuntary prepayment, is
unclear. If those provisions were unenforceable, borrowers would have an
incentive to default in order to prepay their loans.

     Due-on-Sale and Debt Acceleration Clauses. Some or all of the mortgage
loans included in one of our trusts may contain a due-on-sale clause, which
permits the lender, with some exceptions, to accelerate the maturity of the
mortgage loan upon the sale, transfer or conveyance of--

     o  the related real property, or

     o  a majority ownership interest in the related borrower.

     We anticipate that all of the mortgage loans included in one of our trusts
will contain some form of debt-acceleration clause, which permits the lender to
accelerate the debt upon specified monetary or non-monetary defaults by the
related borrower.

     The courts of all states will enforce acceleration clauses in the event of
a material payment default. The equity courts of any state, however, may refuse
to allow the foreclosure of a mortgage, deed of trust or other security
instrument or to permit the acceleration of the indebtedness if:

     o  the default is deemed to be immaterial,

     o  the exercise of those remedies would be inequitable or unjust, or

     o  the circumstances would render the acceleration unconscionable.

     Assignments of Leases. Some or all of the mortgage loans included in one of
our trusts may be secured by, among other things, an assignment of leases and
rents. Under that document, the related borrower will assign its right, title
and interest as landlord under the leases on the related real property and the
income derived from those leases to the lender as further security for the
related mortgage loan, while retaining a license to collect rents for so long as
there is no default. In the event the borrower defaults, the license terminates
and the lender is entitled to collect rents. In some cases, those assignments
may not be perfected as security interests prior to actual possession of the
cash flow. Accordingly, state law may require that the lender take possession of
the property and obtain a judicial appointment of a receiver before becoming
entitled to collect the rents. In addition, the commencement of bankruptcy or
similar proceedings by or with respect to the borrower will adversely affect the
lender's ability to collect the rents. See "Legal Aspects of Mortgage
Loans--Bankruptcy Laws."


                                      -27-



     Defeasance. A mortgage loan underlying a series of offered certificates may
permit the related borrower, during the periods specified and subject to the
conditions set forth in the loan, to pledge to the holder of the mortgage loan a
specified amount of direct, non-callable United States government securities and
thereby obtain a release of the related mortgaged property. The cash amount
which a borrower must expend to purchase, or must deliver to a master servicer
in order for the master servicer to purchase, the required United States
government securities may be in excess of the principal balance of the mortgage
loan. A court could interpret that excess amount as a form of prepayment premium
or could take it into account for usury purposes. In some states, some forms of
prepayment premiums are unenforceable. If the payment of that excess amount were
held to be unenforceable, the remaining portion of the cash amount to be
delivered may be insufficient to purchase the requisite amount of United States
government securities.

LACK OF INSURANCE COVERAGE EXPOSES A TRUST TO RISK FOR PARTICULAR SPECIAL HAZARD
LOSSES

     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of a property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in the related
policy. Most insurance policies typically do not cover any physical damage
resulting from, among other things:

     o  war,

     o  revolution,

     o  governmental actions,

     o  floods and other water-related causes,

     o  earth movement, including earthquakes, landslides and mudflows,

     o  wet or dry rot,

     o  vermin, and

     o  domestic animals.

     Unless the related mortgage loan documents specifically require the
borrower to insure against physical damage arising from these causes, then the
resulting losses may be borne by you as a holder of offered certificates.

GROUND LEASES CREATE RISKS FOR LENDERS THAT ARE NOT PRESENT WHEN LENDING ON AN
ACTUAL OWNERSHIP INTEREST IN A REAL PROPERTY

     In order to secure a mortgage loan, a borrower may grant a lien on its
leasehold interest in a real property as tenant under a ground lease. If the
ground lease does not provide for notice to a lender of a default thereunder on
the part of the borrower, together with a reasonable opportunity for the lender
to cure the default, the lender may be unable to prevent termination of the
lease and may lose its collateral.

     In addition, upon the bankruptcy of a landlord or a tenant under a ground
lease, the debtor entity has the right to assume or reject the ground lease. If
a debtor landlord rejects the lease, the tenant has the right to remain in
possession of its leased premises at the rent reserved in the lease for the
term, including renewals. If a debtor tenant rejects any or all of its leases,
the tenant's lender may not be able to succeed to the tenant's position under
the lease unless the landlord has specifically granted the lender that right. If
both the landlord and the tenant are involved in bankruptcy proceedings, the
trustee for your offered certificates may be unable to enforce the bankrupt
tenant's obligation to refuse to treat as terminated a ground lease rejected by
a bankrupt landlord. In those circumstances, it is possible that the


                                      -28-



trustee could be deprived of its security interest in the leasehold estate,
notwithstanding lender protection provisions contained in the lease or mortgage
loan documents.

CHANGES IN ZONING LAWS MAY ADVERSELY AFFECT THE USE OR VALUE OF A REAL PROPERTY

     Due to changes in zoning requirements since construction, an
income-producing property may not comply with current zoning laws, including
density, use, parking and set back requirements. Accordingly, the property may
be a permitted non-conforming structure or the operation of the property may be
a permitted non-conforming use. This means that the owner is not required to
alter the property's structure or use to comply with the new law, but the owner
may be limited in its ability to rebuild the premises "as is" in the event of a
substantial casualty loss. This may adversely affect the cash flow available
following the casualty. If a substantial casualty were to occur, insurance
proceeds may not be sufficient to pay a mortgage loan secured by the property in
full. In addition, if the property were repaired or restored in conformity with
the current law, its value or revenue-producing potential may be less than that
which existed before the casualty.

     The failure of a mortgaged property to comply with zoning laws or to be a
"legal non-conforming use" or "legal non-conforming structure" may adversely
affect market value of the mortgaged property or the borrower's ability to
continue to use it in the manner it is currently being used.

     In addition, certain of the mortgaged properties may be subject to certain
use restrictions imposed pursuant to reciprocal easement agreements or operating
agreements. Such use restrictions could include, for example, limitations on the
character of the improvements or the properties, limitations affecting noise and
parking requirements, among other things, and limitations on the borrowers'
right to operate certain types of facilities within a prescribed radius. These
limitations could adversely affect the ability of the related borrower to lease
the mortgaged property on favorable terms, thus adversely affecting the
borrower's ability to fulfill its obligations under the related mortgage loan.

COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT OF 1990 MAY BE EXPENSIVE

     Under the Americans with Disabilities Act of 1990, all public
accommodations are required to meet federal requirements related to access and
use by disabled persons. If a property does not currently comply with that Act,
the property owner may be required to incur significant costs in order to effect
that compliance. This will reduce the amount of cash flow available to cover
other required maintenance and capital improvements and to pay debt service on
the mortgage loan(s) that may encumber that property. There can be no assurance
that the owner will have sufficient funds to cover the costs necessary to comply
with that Act. In addition, noncompliance could result in the imposition of
fines by the federal government or an award or damages to private litigants.

LITIGATION MAY ADVERSELY AFFECT A BORROWER'S ABILITY TO REPAY ITS MORTGAGE LOAN

     The owner of a multifamily or commercial property may be a defendant in a
litigation arising out of, among other things, the following:

     o  breach of contract involving a tenant, a supplier or other party;

     o  negligence resulting in a personal injury, or

     o  responsibility for an environmental problem.


                                      -29-



     Litigation will divert the owner's attention from operating its property.
If the litigation were decided adversely to the owner, the award to the
plaintiff may adversely affect the owner's ability to repay a mortgage loan
secured by the property.

RESIDUAL INTERESTS IN A REAL ESTATE MORTGAGE INVESTMENT CONDUIT HAVE ADVERSE TAX
CONSEQUENCES

     Inclusion of Taxable Income in Excess of Cash Received. If you own a
certificate that is a residual interest in a real estate mortgage investment
conduit, or REMIC, for federal income tax purposes, you will have to report on
your income tax return as ordinary income your pro rata share of the taxable
income of that REMIC, regardless of the amount or timing of your possible
receipt of any cash on the certificate. As a result, your offered certificate
may have phantom income early in the term of the REMIC because the taxable
income from the certificate may exceed the amount of economic income, if any,
attributable to the certificate. While you will have a corresponding amount of
tax losses later in the term of the REMIC, the present value of the phantom
income may significantly exceed the present value of the tax losses. Therefore,
the after-tax yield on any REMIC residual certificate may be significantly less
than that of a corporate bond or other instrument having similar cash flow
characteristics. In fact, some offered certificates that are residual interests,
may have a negative value.

     You will have to report your share of the taxable income and net loss of
the REMIC until all the certificates in the related series have a principal
balance of zero. See "Federal Income Tax Consequences--REMICs."

     Some Taxable Income of a Residual Interest Cannot Be Offset Under the
Internal Revenue Code. A portion of the taxable income from a REMIC residual
certificate may be treated as excess inclusions under the Internal Revenue Code.
You will have to pay tax on the excess inclusions regardless of whether you have
other credits, deductions or losses. In particular, the tax on excess inclusion:

     o  generally will not be reduced by losses from other activities,

     o  for a tax-exempt holder, will be treated as unrelated business taxable
        income, and

     o  for a foreign holder, will not qualify for any exemption from
        withholding tax.

     Individuals and Some Entities Should Not Invest in REMIC Residual
Certificates. The fees and non-interest expenses of a REMIC will be allocated
pro rata to certificates that are residual interests in the REMIC. However,
individuals will only be able to deduct these expenses as miscellaneous itemized
deductions, which are subject to numerous restrictions and limitations under the
Internal Revenue Code. Therefore, the certificates that are residual interests
generally are not appropriate investments for:

     o  individuals,

     o  estates,

     o  trusts beneficially owned by any individual or estate, and

     o  pass-through entities having any individual, estate or trust as a
        shareholder, member or partner.

     In addition, the REMIC residual certificates will be subject to numerous
transfer restrictions. These restrictions will reduce your ability to liquidate
a REMIC residual certificate. For example, unless we indicate otherwise in the
related prospectus supplement, you will not be able to transfer a REMIC residual
certificate to a foreign person under the Internal Revenue Code or to a foreign
permanent establishment or fixed base (within the meaning of an applicable
income tax treaty) of the transferee or of any other person or to partnerships
that have any non-U.S. Persons as partners.


                                      -30-



        See "Federal Income Tax Consequences--REMICs--Taxation of Owners of
REMIC Residual Certificates."

PROBLEMS WITH BOOK-ENTRY REGISTRATION

     Your offered certificates may be issued in book-entry form through the
facilities of the Depository Trust Company. As a result--

     o  you will be able to exercise your rights as a certificateholder only
        indirectly through the Depository Trust Company and its participating
        organizations;

     o  you may have only limited access to information regarding your offered
        certificates;

     o  you may suffer delays in the receipt of payments on your offered
        certificates; and

     o  your ability to pledge or otherwise take action with respect to your
        offered certificates may be limited due to the lack of a physical
        certificate evidencing your ownership of those certificates.

     See "Description of the Certificates--Book-Entry Registration."

POTENTIAL CONFLICTS OF INTEREST CAN AFFECT A PERSON'S PERFORMANCE

     The master servicer or special servicer for one of our trusts, or any of
their respective affiliates, may purchase certificates evidencing interests in
that trust.

     In addition, the master servicer or special servicer for one of our trusts,
or any of their respective affiliates, may have interests in, or other financial
relationships with, borrowers under the related mortgage loans.

     In servicing the mortgage loans in any of our trusts, the related master
servicer and special servicer will each be required to observe the terms of the
governing document(s) for the related series of offered certificates and, in
particular, to act in accordance with the servicing standard described in the
related prospectus supplement. You should consider, however, that either of
these parties, if it or an affiliate owns certificates, or has financial
interests in or other financial dealings with any of the related borrowers, may
have interests when dealing with the mortgage loans underlying your offered
certificates that are in conflict with your interests. For example, if the
related special servicer owns any certificates, it could seek to mitigate the
potential loss on its certificates from a troubled mortgage loan by delaying
enforcement in the hope of realizing greater proceeds in the future. However,
this action by a special servicer could result a lower recovery to the related
trust than would have been the case if the special servicer had not delayed in
taking enforcement action.

     Furthermore, the master servicer or special servicer for any of our trusts
may service existing and new loans for third parties, including portfolios of
loans similar to the mortgage loans included in that trust. The properties
securing these other loans may be in the same markets as and compete with the
properties securing mortgage loans in our trust. Accordingly, that master
servicer or special servicer may be acting on behalf of parties with conflicting
interests.

                    CAPITALIZED TERMS USED IN THIS PROSPECTUS

     From time to time we use capitalized terms in this prospectus. Each of
those capitalized terms will have the meaning assigned to it in the "Glossary"
attached to this prospectus.


                                      -31-



                         DESCRIPTION OF THE TRUST ASSETS

GENERAL

     We will be responsible for establishing the trust underlying each series of
offered certificates. The assets of the trust will primarily consist of:

     o  various types of multifamily and/or commercial mortgage loans;

     o  mortgage participations, pass-through certificates, collateralized
        mortgage obligations or other mortgage-backed securities that directly
        or indirectly evidence interests in, or are secured by pledges of, one
        or more of various types of multifamily and/or commercial mortgage
        loans; or

     o  a combination of mortgage loans and mortgage-backed securities of the
        types described above.

     We do not originate mortgage loans. Accordingly, we must acquire each of
the mortgage loans to be included in one of our trusts from the originator or a
subsequent assignee. In some cases, that originator or subsequent assignee will
be one of our affiliates.

     Unless we indicate otherwise in the related prospectus supplement, we will
acquire, directly or through one of our affiliates, in the secondary market, any
mortgage-backed security to be included in one of our trusts.

     Neither we nor any of our affiliates will guarantee any of the mortgage
assets included in one of our trusts. Furthermore, unless we indicate otherwise
in the related prospectus supplement, no governmental agency or instrumentality
will guarantee or insure any of those mortgage assets.

MORTGAGE LOANS

     General. Each mortgage loan underlying the offered certificates will
constitute the obligation of one or more persons to repay a debt. That
obligation will be evidenced by a promissory note or bond. In addition, that
obligation will be secured by a mortgage, deed of trust or other security
instrument that creates a first or junior lien on, or security interest in, an
interest in one or more of the following types of real property:

     o  rental or cooperatively-owned buildings with multiple dwelling units;

     o  retail properties related to the sale of consumer goods and other
        products to the general public, such as shopping centers, malls, factory
        outlet centers, automotive sales centers, department stores and other
        retail stores, grocery stores, specialty shops, convenience stores and
        gas stations;

     o  retail properties related to providing entertainment, recreational and
        personal services to the general public, such as movie theaters, fitness
        centers, bowling alleys, salons, dry cleaners and automotive service
        centers;

     o  office properties;

     o  hospitality properties, such as hotels, motels and other lodging
        facilities;

     o  casino properties;

     o  health care-related properties, such as hospitals, skilled nursing
        facilities, nursing homes, congregate care facilities and, in some
        cases, assisted living centers and senior housing;

     o  industrial properties;

                                      -32-


     o  warehouse facilities, mini-warehouse facilities and self-storage
        facilities;

     o  restaurants, taverns and other establishments involved in the food and
        beverage industry;

     o  manufactured housing communities, mobile home parks and recreational
        vehicle parks;

     o  recreational and resort properties, such as golf courses, marinas, ski
        resorts and amusement parks;

     o  arenas and stadiums;

     o  churches and other religious facilities;

     o  parking lots and garages;

     o  mixed use properties;

     o  other income-producing properties; and

     o  unimproved land.

        The real property interests that may be encumbered in order to secure a
mortgage loan underlying your offered certificates, include--

     o  a fee interest or estate, which consists of ownership of the property
        for an indefinite period,

     o  an estate for years, which consists of ownership of the property for a
        specified period of years,

     o  a leasehold interest or estate, which consists of a right to occupy and
        use the property for a specified period of years, subject to the terms
        and conditions of a lease,

     o  shares in a cooperative corporation which owns the property, or

     o  any other real estate interest under applicable local law.

Any of these real property interests may be subject to deed restrictions,
easements, rights of way and other matters of public record with respect to the
related property. In addition, the use of, and improvements that may be
constructed on, any particular real property will, in most cases, be subject to
zoning laws and other legal restrictions.

        Most, if not all, of the mortgage loans underlying a series of offered
certificates will be secured by liens on real properties located in the United
States, its territories and possessions. However, some of those mortgage loans
may be secured by liens on real properties located outside the United States,
its territories and possessions, provided that foreign mortgage loans do not
represent more than 10% of the related mortgage asset pool, by balance.

        If we so indicate in the related prospectus supplement, one or more of
the mortgage loans underlying a series of offered certificates may be secured by
a junior lien on the related real property. However, the loan or loans secured
by the more senior liens on that property may not be included in the related
trust. The primary risk to the holder of a mortgage loan secured by a junior
lien on a real property is the possibility that the foreclosure proceeds
remaining after payment of the loans secured by more senior liens on that
property will be insufficient to pay the junior loan in full. In a foreclosure
proceeding, the sale proceeds are applied--

     o  first, to the payment of court costs and fees in connection with the
        foreclosure,

     o  second, to the payment of real estate taxes, and

     o  third, to the payment of any and all principal, interest, prepayment or
        acceleration penalties, and other amounts owing to the holder of the
        senior loans.


                                      -33-



The claims of the holders of the senior loans must be satisfied in full before
the holder of the junior loan receives any payments with respect to the junior
loan. If a lender forecloses on a junior loan, it does so subject to any related
senior loans.

     If we so indicate in the related prospectus supplement, the mortgage loans
underlying a series of offered certificates may be delinquent as of the date the
certificates are initially issued. In those cases, we will describe in the
related prospectus supplement--

     o  the period of the delinquency,

     o  any forbearance arrangement then in effect,

     o  the condition of the related real property, and

     o  the ability of the related real property to generate income to service
        the mortgage debt.

We will not, however, transfer any mortgage loan to a trust if we know that the
mortgage loan is, at the time of transfer, more than 90 days delinquent with
respect to any scheduled payment of principal or interest or in foreclosure.

     A Discussion of the Various Types of Multifamily and Commercial Properties
that May Secure Mortgage Loans Underlying a Series of Offered Certificates. The
mortgage loans underlying a series of offered certificates may be secured by
numerous types of multifamily and commercial properties. As we discuss below
under "--Default and Loss Considerations with Respect to Commercial and
Multifamily Mortgage Loans," the adequacy of an income-producing property as
security for a mortgage loan depends in large part on its value and ability to
generate net operating income. Set forth below is a discussion of some of the
various factors that may affect the value and operations of the indicated types
of multifamily and commercial properties.

     Multifamily Rental Properties. Factors affecting the value and operation of
a multifamily rental property include:

     o  the physical attributes of the property, such as its age, appearance,
        amenities and construction quality;

     o  the types of services offered at the property;

     o  the location of the property;

     o  the characteristics of the surrounding neighborhood, which may change
        over time;

     o  the rents charged for dwelling units at the property relative to the
        rents charged for comparable units at competing properties;

     o  the ability of management to provide adequate maintenance and insurance;

     o  the property's reputation;

     o  the level of mortgage interest rates, which may encourage tenants to
        purchase rather than lease housing;

     o  the existence or construction of competing or alternative residential
        properties, including other apartment buildings and complexes,
        manufactured housing communities, mobile home parks and single-family
        housing;

     o  the ability of management to respond to competition;

     o  the tenant mix and whether the property is primarily occupied by workers
        from a particular company or type of business, personnel from a local
        military base or students;

     o  adverse local, regional or national economic conditions, which may limit
        the amount that may be charged for rents and may result in a reduction
        in timely rent payments or a reduction in occupancy levels;


                                      -34-


     o  state and local regulations, which may affect the property owner's
        ability to increase rent to the market rent for an equivalent apartment;

     o  the extent to which the property is subject to land use restrictive
        covenants or contractual covenants that require that units be rented to
        low income tenants;

     o  the extent to which the cost of operating the property, including the
        cost of utilities and the cost of required capital expenditures, may
        increase; and

     o  the extent to which increases in operating costs may be passed through
        to tenants.

     Because units in a multifamily rental property are leased to individuals,
usually for no more than a year, the property is likely to respond relatively
quickly to a downturn in the local economy or to the closing of a major employer
in the area.

     Some states regulate the relationship of an owner and its tenants at a
multifamily rental property. Among other things, these states may--

     o  require written leases;

     o  require good cause for eviction;

     o  require disclosure of fees;

     o  prohibit unreasonable rules;

     o  prohibit retaliatory evictions;

     o  prohibit restrictions on a resident's choice of unit vendors;

     o  limit the bases on which a landlord may increase rent; or

     o  prohibit a landlord from terminating a tenancy solely by reason of the
        sale of the owner's building.

     Apartment building owners have been the subject of suits under state Unfair
and Deceptive Practices Acts and other general consumer protection statutes for
coercive, abusive or unconscionable leasing and sales practices.

     Some counties and municipalities also impose rent control regulations on
apartment buildings. These regulations may limit rent increases to--

     o  fixed percentages,

     o  percentages of increases in the consumer price index,

     o  increases set or approved by a governmental agency, or

     o  increases determined through mediation or binding arbitration.

     In many cases, the rent control laws do not provide for decontrol of rental
rates upon vacancy of individual units. Any limitations on a landlord's ability
to raise rents at a multifamily rental property may impair the landlord's
ability to repay a mortgage loan secured by the property or to meet operating
costs.

     Some multifamily rental properties are subject to land use restrictive
covenants or contractual covenants in favor of federal or state housing
agencies. These covenants generally require that a minimum number or percentage
of units be rented to tenants who have incomes that are substantially lower than
median incomes in the area or region. These covenants may limit the potential
rental rates that may be charged at a multifamily rental property, the potential
tenant base for the property or both. An owner may subject a multifamily rental
property to these covenants in exchange for tax credits or rent subsidies. When
the credits or subsidies cease, net operating income will decline.


                                      -35-



     Some mortgage loans underlying the offered certificates will be secured
by--

     o  the related borrower's interest in multiple units in a residential
        condominium project, and

     o  the related voting rights in the owners' association for the project.

Due to the nature of condominiums, a default on any of those mortgage loans will
not allow the related special servicer the same flexibility in realizing on the
real property collateral as is generally available with respect to multifamily
rental properties that are not condominiums. The rights of other unit owners,
the governing documents of the owners' association and the state and local laws
applicable to condominiums must be considered and respected. Consequently,
servicing and realizing upon the collateral for those mortgage loans could
subject the related trust to greater delay, expense and risk than a loan secured
by a multifamily rental property that is not a condominium.

     Cooperatively-Owned Apartment Buildings. Some multifamily properties are
owned or leased by cooperative corporations. In general, each shareholder in the
corporation is entitled to occupy a particular apartment unit under a long-term
proprietary lease or occupancy agreement.

     A tenant/shareholder of a cooperative corporation must make a monthly
maintenance payment to the corporation. The monthly maintenance payment
represents a tenant/shareholder's pro rata share of the corporation's--

     o  mortgage loan payments,

     o  real property taxes,

     o  maintenance expenses, and

     o  other capital and ordinary expenses of the property.

These monthly maintenance payments are in addition to any payments of principal
and interest the tenant/shareholder must make on any loans of the
tenant/shareholder secured by its shares in the corporation.

     A cooperative corporation is directly responsible for building maintenance
and payment of real estate taxes and hazard and liability insurance premiums. A
cooperative corporation's ability to meet debt service obligations on a mortgage
loan secured by, and to pay all other operating expenses of, the cooperatively
owned property depends primarily upon the receipt of--

     o  maintenance payments from the tenant/shareholders, and

     o  any rental income from units or commercial space that the cooperative
        corporation might control.

     A cooperative corporation may have to impose special assessments on the
tenant/shareholders in order to pay unanticipated expenditures. Accordingly, a
cooperative corporation is highly dependent on the financial well being of its
tenant/shareholders. A cooperative corporation's ability to pay the amount of
any balloon payment due at the maturity of a mortgage loan secured by the
cooperatively owned property depends primarily on its ability to refinance the
property.

     In a typical cooperative conversion plan, the owner of a rental apartment
building contracts to sell the building to a newly formed cooperative
corporation. Shares are allocated to each apartment unit by the owner or
sponsor. The current tenants have a specified period to subscribe at prices
discounted from the prices to be offered to the public after that period. As
part of the consideration for the sale, the owner or sponsor receives all the
unsold shares of the cooperative corporation. In general the sponsor

                                      -36-



controls the corporation's board of directors and management for a limited
period of time. If the sponsor holds the shares allocated to a large number of
apartment units, the lender on a mortgage loan secured by a cooperatively owned
property may be adversely affected by a decline in the creditworthiness of the
sponsor.

     Many cooperative conversion plans are non-eviction plans. Under a
non-eviction plan, a tenant at the time of conversion who chooses not to
purchase shares is entitled to reside in its apartment unit as a subtenant from
the owner of the shares allocated to that unit. Any applicable rent control or
rent stabilization laws would continue to be applicable to the subtenancy. In
addition, the subtenant may be entitled to renew its lease for an indefinite
number of years with continued protection from rent increases above those
permitted by any applicable rent control and rent stabilization laws. The
owner/shareholder is responsible for the maintenance payments to the cooperative
corporation without regard to whether it receives rent from the subtenant or
whether the rent payments are lower than maintenance payments on the unit.
Newly-formed cooperative corporations typically have the greatest concentration
of non tenant/shareholders.

     Retail Properties. The term "retail property" encompasses a broad range of
properties at which businesses sell consumer goods and other products and
provide various entertainment, recreational or personal services to the general
public. Some examples of retail properties include--

     o  shopping centers,

     o  factory outlet centers,

     o  malls,

     o  automotive sales and service centers,

     o  consumer oriented businesses,

     o  department stores,

     o  grocery stores,

     o  convenience

     o  stores,

     o  specialty shops,

     o  gas stations,

     o  movie theaters,

     o  fitness

     o  centers,

     o  bowling alleys,

     o  salons, and

     o  dry cleaners.

     Unless owner occupied, retail properties generally derive all or a
substantial percentage of their income from lease payments from commercial
tenants. Therefore, it is important for the owner of a retail property to
attract and keep tenants, particularly significant tenants, that are able to
meet their lease obligations. In order to attract tenants, the owner of a retail
property may be required to--

     o  lower rents;

     o  grant a potential tenant a free rent or reduced rent period;

     o  improve the condition of the property generally; or

     o  make at its own expense, or grant a rent abatement to cover, tenant
        improvements for a potential tenant.

     A prospective tenant will also be interested in the number and type of
customers that it will be able to attract at a particular retail property. The
ability of a tenant at a particular retail property to


                                      -37-



attract customers will be affected by a number of factors related to the
property and the surrounding area, including--

     o  competition from other retail properties;

     o  perceptions regarding the safety, convenience and attractiveness of the
        property;

     o  perceptions regarding the safety of the surrounding area;

     o  demographics of the surrounding area;

     o  the strength and stability of the local, regional and national
        economies;

     o  traffic patterns and access to major thoroughfares;

     o  the visibility of the property;

     o  availability of parking;

     o  the particular mixture of the goods and services offered at the
        property;

     o  customer tastes, preferences and spending patterns; and

     o  the drawing power of other tenants.

     The success of a retail property is often dependent on the success of its
tenants' businesses. A significant component of the total rent paid by tenants
of retail properties is often tied to a percentage of gross sales or revenues.
Declines in sales or revenues of the tenants will likely cause a corresponding
decline in percentage rents and/or impair the tenants' ability to pay their rent
or other occupancy costs. A default by a tenant under its lease could result in
delays and costs in enforcing the landlord's rights. Retail properties would be
directly and adversely affected by a decline in the local economy and reduced
consumer spending.

     Repayment of a mortgage loan secured by a retail property will be affected
by the expiration of space leases at the property and the ability of the
borrower to renew or relet the space on comparable terms. Even if vacant space
is successfully relet, the costs associated with reletting, including tenant
improvements, leasing commissions and free rent, may be substantial and could
reduce cash flow from a retail property.

     The presence or absence of an anchor tenant in a multi-tenanted retail
property can be important. Anchor tenants play a key role in generating customer
traffic and making the center desirable for other tenants. An anchor tenant is,
in general, a retail tenant whose space is substantially larger in size than
that of other tenants at the same retail property and whose operation is vital
in attracting customers to the property. At some retail properties, the anchor
tenant owns the space it occupies. In those cases where the property owner does
not control the space occupied by the anchor tenant, the property owner may not
be able to take actions with respect to the space that it otherwise typically
would, such as granting concessions to retain an anchor tenant or removing an
ineffective anchor tenant. In some cases, an anchor tenant may cease to operate
at the property, thereby leaving its space unoccupied even though it continues
to own or pay rent on the vacant space. If an anchor tenant ceases operations at
a retail property, other tenants at the property may be entitled to terminate
their leases prior to the scheduled termination date or to pay rent at a reduced
rate for the remaining term of the lease.

     Various factors will adversely affect the economic performance of an
anchored retail property, including:

     o  an anchor tenant's failure to renew its lease;

     o  termination of an anchor tenant's lease;

     o  the bankruptcy or economic decline of an anchor tenant or a self-owned
        anchor;

                                      -38-


     o  the cessation of the business of a self-owned anchor or of an anchor
        tenant, notwithstanding its continued ownership of the previously
        occupied space or its continued payment of rent, as the case may be; or

     o  a loss of an anchor tenant's ability to attract shoppers.

     Retail properties may also face competition from sources outside a given
real estate market or with lower operating costs. For example, all of the
following compete with more traditional department stores and specialty shops
for consumer dollars:

     o  factory outlet centers;

     o  discount shopping centers and clubs;

     o  catalogue retailers;

     o  television shopping networks and programs;

     o  internet web sites; and

     o  telemarketing.

     Similarly, home movie rentals and pay-per-view movies provide alternate
sources of entertainment to movie theaters. Continued growth of these
alternative retail outlets and entertainment sources, which are often
characterized by lower operating costs, could adversely affect the rents
collectible at retail properties.

     Gas stations, automotive sales and service centers and dry cleaners also
pose unique environmental risks because of the nature of their businesses and
the types of products used or sold in those businesses.

     Office Properties. Factors affecting the value and operation of an office
property include:

     o  the number and quality of the tenants, particularly significant tenants,
        at the property;

     o  the physical attributes of the building in relation to competing
        buildings;

     o  the location of the property with respect to the central business
        district or population centers;

     o  demographic trends within the metropolitan area to move away from or
        towards the central business district;

     o  social trends combined with space management trends, which may change
        towards options such as telecommuting or hoteling to satisfy space
        needs;

     o  tax incentives offered to businesses or property owners by cities or
        suburbs adjacent to or near where the building is located;

     o  local competitive conditions, such as the supply of office space or the
        existence or construction of new competitive office buildings;

     o  the quality and philosophy of building management;

     o  access to mass transportation; and

     o  changes in zoning laws.

        Office properties may be adversely affected by an economic decline in
the business operated by their tenants. The risk associated with that economic
decline is increased if revenue is dependent on a single tenant or if there is a
significant concentration of tenants in a particular business or industry.


                                      -39-



        Office properties are also subject to competition with other office
properties in the same market. Competitive factors affecting an office property
include:

     o  rental rates;

     o  the building's age, condition and design, including floor sizes and
        layout;

     o  access to public transportation and availability of parking; and

     o  amenities offered to its tenants, including sophisticated building
        systems, such as fiber optic cables, satellite communications or other
        base building technological features.

     The cost of refitting office space for a new tenant is often higher than
for other property types.

     The success of an office property also depends on the local economy.
Factors influencing a company's decision to locate in a given area include:

     o  the cost and quality of labor;

     o  tax incentives; and

     o  quality of life matters, such as schools and cultural amenities.

        The strength and stability of the local or regional economy will affect
an office property's ability to attract stable tenants on a consistent basis. A
central business district may have a substantially different economy from that
of a suburb.

        Hospitality Properties. Hospitality properties may involve different
types of hotels and motels, including:

     o  full service hotels;

     o  resort hotels with many amenities;

     o  limited service hotels;

     o  hotels and motels associated with national or regional franchise chains;

     o  hotels that are not affiliated with any franchise chain but may have
        their own brand identity; and

     o  other lodging facilities.

     Factors affecting the economic performance of a hospitality property
include:

     o  the location of the property and its proximity to major population
        centers or attractions;

     o  the seasonal nature of business at the property;

     o  the level of room rates relative to those charged by competitors;
        quality and perception of the franchise affiliation;

     o  economic conditions, either local, regional or national, which may limit
        the amount that can be charged for a room and may result in a reduction
        in occupancy levels;

     o  the existence or construction of competing hospitality properties;

     o  nature and quality of the services and facilities;

     o  financial strength and capabilities of the owner and operator;

     o  the need for continuing expenditures for modernizing, refurbishing and
        maintaining existing facilities;

     o  increases in operating costs, which may not be offset by increased room
        rates;

                                      -40-


     o  the property's dependence on business and commercial travelers and
        tourism; and

     o  changes in travel patterns caused by changes in access, energy prices,
        labor strikes, relocation of highways, the reconstruction of additional
        highways or other factors.

     Because limited service hotels and motels are relatively quick and
inexpensive to construct and may quickly reflect a positive value, an
over-building of these hotels and motels could occur in any given region, which
would likely adversely affect occupancy and daily room rates. Further, because
rooms at hospitality properties are generally rented for short periods of time,
hospitality properties tend to be more sensitive to adverse economic conditions
and competition than many other types of commercial properties. Additionally,
the revenues of some hospitality properties, particularly those located in
regions whose economies depend upon tourism, may be highly seasonal in nature.

     Hospitality properties may be operated under franchise agreements. The
continuation of a franchise is typically subject to specified operating
standards and other terms and conditions. The franchisor periodically inspects
its licensed properties to confirm adherence to its operating standards. The
failure of the hospitality property to maintain those standards or adhere to
those other terms and conditions could result in the loss or cancellation of the
franchise license. It is possible that the franchisor could condition the
continuation of a franchise license on the completion of capital improvements or
the making of capital expenditures that the owner of the hospitality property
determines are too expensive or are otherwise unwarranted in light of the
operating results or prospects of the property. In that event, the owner of the
hospitality property may elect to allow the franchise license to lapse. In any
case, if the franchise is terminated, the owner of the hospitality property may
seek to obtain a suitable replacement franchise or to operate property
independently of a franchise license. The loss of a franchise license could have
a material adverse effect upon the operations or value of the hospitality
property because of the loss of associated name recognition, marketing support
and centralized reservation systems provided by the franchisor.

     The viability of any hospitality property that is a franchise of a national
or a regional hotel or motel chain is dependent upon:

     o  the continued existence and financial strength of the franchisor;

     o  the public perception of the franchise service mark; and

     o  the duration of the franchise licensing agreement.

     The transferability of franchise license agreements may be restricted. The
consent of the franchisor would be required for the continued use of the
franchise license by the hospitality property following a foreclosure.
Conversely, a lender may be unable to remove a franchisor that it desires to
replace following a foreclosure. Further, in the event of a foreclosure on a
hospitality property, the lender or other purchaser of the hospitality property
may not be entitled to the rights under any associated liquor license. That
party would be required to apply in its own right for a new liquor license.
There can be no assurance that a new license could be obtained or that it could
be obtained promptly.

     Casino Properties. Factors affecting the economic performance of a casino
     property include:

     o  location, including proximity to or easy access from major population
        centers;

     o  appearance;

     o  economic conditions, either local, regional or national, which may limit
        the amount of disposable income that potential patrons may have for
        gambling;

     o  the existence or construction of competing casinos;

                                      -41-


     o  dependence on tourism; and

     o  local or state governmental regulation.

     Competition among major casinos may involve attracting patrons by--

     o  providing alternate forms of entertainment, such as performers and
        sporting events, and

     o  offering low-priced or free food and lodging.

     Casino owners may expend substantial sums to modernize, refurbish and
maintain existing facilities.

        Because of their dependence on disposable income of patrons, casino
properties are likely to respond quickly to a downturn in the economy.

        The ownership and operation of casino properties is often subject to
local or state governmental regulation. A government agency or authority may
have jurisdiction over or influence with respect to the foreclosure of a casino
property or the bankruptcy of its owner or operator. In some jurisdictions, it
may be necessary to receive governmental approval before foreclosing, thereby
resulting in substantial delays to a lender. Gaming licenses are not
transferable, including in connection with a foreclosure. There can be no
assurance that a lender or another purchaser in foreclosure or otherwise will be
able to obtain the requisite approvals to continue operating the foreclosed
property as a casino.

        Any given state or municipality that currently allows legalized gambling
could pass legislation banning it.

        The loss of a gaming license for any reason would have a material
adverse effect on the value of a casino property.

        Health Care-Related Properties.  Health-care related properties include

     o  hospitals;

     o  skilled nursing facilities;

     o  nursing homes;

     o  congregate care facilities; and

     o  in some cases, assisted living centers and housing for seniors.

        Health care-related facilities, particularly nursing homes, may receive
a substantial portion of their revenues from government reimbursement programs,
primarily Medicaid and Medicare. Medicaid and Medicare are subject to

     o  statutory and regulatory changes;

     o  retroactive rate adjustments;

     o  administrative rulings;

     o  policy interpretations;

     o  delays by fiscal intermediaries; and

     o  government funding restrictions.

All of the foregoing can adversely affect revenues from the operation a health
care-related facility. Moreover, governmental payors have employed
cost-containment measures that limit payments to health

                                      -42-



care providers. In addition, there are currently under consideration various
proposals for national health care relief that could further limit these
payments.

     Providers of long-term nursing care and other medical services are highly
regulated by federal, state and local law. They are subject to numerous factors
which can increase the cost of operation, limit growth and, in extreme cases,
require or result in suspension or cessation of operations, including:

     o  federal and state licensing requirements;

     o  facility inspections;

     o  rate setting;

     o  reimbursement policies; and

     o  laws relating to the adequacy of medical care, distribution of
        pharmaceuticals, use of equipment, personnel operating policies and
        maintenance of and additions to facilities and services.

     Under applicable federal and state laws and regulations, Medicare and
Medicaid reimbursements generally may not be made to any person other than the
provider who actually furnished the related material goods and services.
Accordingly, in the event of foreclosure on a health care-related facility,
neither a lender nor other subsequent lessee or operator of the property would
generally be entitled to obtain from federal or state governments any
outstanding reimbursement payments relating to services furnished at the
property prior to foreclosure. Furthermore, in the event of foreclosure, there
can be no assurance that a lender or other purchaser in a foreclosure sale would
be entitled to the rights under any required licenses and regulatory approvals.
The lender or other purchaser may have to apply in its own right for those
licenses and approvals. There can be no assurance that a new license could be
obtained or that a new approval would be granted.

     Health care-related facilities are generally special purpose properties
that could not be readily converted to general residential, retail or office
use. This will adversely affect their liquidation value. Furthermore, transfers
of health care-related facilities are subject to regulatory approvals under
state, and in some cases federal, law not required for transfers of most other
types of commercial properties.

     Industrial Properties. Industrial properties may be adversely affected by
reduced demand for industrial space occasioned by a decline in a particular
industry segment and/or by a general slowdown in the economy. In addition, an
industrial property that suited the particular needs of its original tenant may
be difficult to relet to another tenant or may become functionally obsolete
relative to newer properties.

     The value and operation of an industrial property depends on:

     o  location of the property, the desirability of which in a particular
        instance may depend on--

          1.   availability of labor services,

          2.   proximity to supply sources and customers, and

          3.   accessibility to various modes of transportation and shipping,
               including railways, roadways, airline terminals and ports;


                                      -43-



     o  building design of the property, the desirability of which in a
        particular instance may depend on--

          1.   ceiling heights,

          2.   column spacing,

          3.   number and depth of loading bays,

          4.   divisibility,

          5.   floor loading capacities,

          6.   truck turning radius,

          7.   overall functionality, and

          8.   adaptability of the property, because industrial tenants often
               need space that is acceptable for highly specialized activities;
               and

     o  the quality and creditworthiness of individual tenants, because
        industrial properties frequently have higher tenant concentrations.

     Industrial properties are generally special purpose properties that could
not be readily converted to general residential, retail or office use. This will
adversely affect their liquidation value.

     Warehouse, Mini-Warehouse and Self-Storage Facilities. Warehouse,
mini-warehouse and self-storage properties are considered vulnerable to
competition because both acquisition costs and break-even occupancy are
relatively low. In addition, it would require substantial capital expenditures
to convert a warehouse, mini-warehouse or self-storage property to an
alternative use. This will materially impair the liquidation value of the
property if its operation for storage purposes becomes unprofitable due to
decreased demand, competition, age of improvements or other factors.

     Successful operation of a warehouse, mini-warehouse or self storage
     property depends on--

     o  building design,

     o  location and visibility,

     o  tenant privacy,

     o  efficient access to the property,

     o  proximity to potential users, including apartment complexes or
        commercial users,

     o  services provided at the property, such as security,

     o  age and appearance of the improvements, and

     o  quality of management.

     Restaurants and Taverns. Factors affecting the economic viability of
individual restaurants, taverns and other establishments that are part of the
food and beverage service industry include:

     o  competition from facilities having businesses similar to a particular
        restaurant or tavern;

     o  perceptions by prospective customers of safety, convenience, services
        and attractiveness;

     o  the cost, quality and availability of food and beverage products;

                                      -44-


     o  negative publicity, resulting from instances of food contamination,
        food-borne illness and similar events;

     o  changes in demographics, consumer habits and traffic patterns;

     o  the ability to provide or contract for capable management; and

     o  retroactive changes to building codes, similar ordinances and other
        legal requirements.

     Adverse economic conditions, whether local, regional or national, may limit
the amount that may be charged for food and beverages and the extent to which
potential customers dine out. Because of the nature of the business, restaurants
and taverns tend to respond to adverse economic conditions more quickly than do
many other types of commercial properties. Furthermore, the transferability of
any operating, liquor and other licenses to an entity acquiring a bar or
restaurant, either through purchase or foreclosure, is subject to local law
requirements.

     The food and beverage service industry is highly competitive. The principal
means of competition are--

     o  segment,

     o  product,

     o  price,

     o  value,

     o  quality,

     o  service,

     o  convenience,

     o  location, and

     o  the nature and condition of the restaurant facility.

     A restaurant or tavern operator competes with the operators of comparable
establishments in the area in which its restaurant or tavern is located. Other
restaurants could have--

     o  lower operating costs,

     o  more favorable locations,

     o  more effective marketing,

     o  more efficient operations, or

     o  better facilities.

     The location and condition of a particular restaurant or tavern will affect
the number of customers and, to an extent, the prices that may be charged. The
characteristics of an area or neighborhood in which a restaurant or tavern is
located may change over time or in relation to competing facilities. Also, the
cleanliness and maintenance at a restaurant or tavern will affect its appeal to
customers. In the case of a regionally- or nationally-known chain restaurant,
there may be costly expenditures for renovation, refurbishment or expansion,
regardless of its condition.

     Factors affecting the success of a regionally- or nationally-known chain
restaurant include:

     o  actions and omissions of any franchisor, including management practices
        that--

          1.   adversely affect the nature of the business, or

          2.   require renovation, refurbishment, expansion or other
               expenditures;


                                      -45-


     o  the degree of support provided or arranged by the franchisor, including
        its franchisee organizations and third-party providers of products or
        services; and

     o  the bankruptcy or business discontinuation of the franchisor or any of
        its franchisee organizations or third-party providers.

     Chain restaurants may be operated under franchise agreements. Those
agreements typically do not contain provisions protective of lenders. A
borrower's rights as franchisee typically may be terminated without informing
the lender, and the borrower may be precluded from competing with the franchisor
upon termination. In addition, a lender that acquires title to a restaurant site
through foreclosure or similar proceedings may be restricted in the use of the
site or may be unable to succeed to the rights of the franchisee under the
related franchise agreement. The transferability of a franchise may be subject
to other restrictions. Also, federal and state franchise regulations may impose
additional risk, including the risk that the transfer of a franchise acquired
through foreclosure or similar proceedings may require registration with
governmental authorities or disclosure to prospective transferees.

     Manufactured Housing Communities, Mobile Home Parks and Recreational
Vehicle Parks. Manufactured housing communities and mobile home parks consist of
land that is divided into "spaces" or "home sites" that are primarily leased to
owners of the individual mobile homes or other housing units. The home owner
often invests in site-specific improvements such as carports, steps, fencing,
skirts around the base of the home, and landscaping. The land owner typically
provides private roads within the park, common facilities and, in many cases,
utilities. Due to relocation costs and, in some cases, demand for homesites, the
value of a mobile home or other housing unit in place in a manufactured housing
community or mobile home park is generally higher, and can be significantly
higher, than the value of the same unit not placed in a manufactured housing
community or mobile home park. As a result, a well-operated manufactured housing
community or mobile home park that has achieved stabilized occupancy is
typically able to maintain occupancy at or near that level. For the same reason,
a lender that provided financing for the home of a tenant who defaulted in his
or her space rent generally has an incentive to keep rental payments current
until the home can be resold in place, rather than to allow the unit to be
removed from the park. In general, the individual mobile homes and other housing
units will not constitute collateral for a mortgage loan underlying a series of
offered certificates.

     Recreational vehicle parks lease spaces primarily or exclusively for motor
homes, travel trailers and portable truck campers, primarily designed for
recreational, camping or travel use. In general, parks that lease recreational
vehicle spaces can be viewed as having a less stable tenant population than
parks occupied predominantly by mobile homes. However, it is not unusual for the
owner of a recreational vehicle to leave the vehicle at the park on a year-round
basis or to use the vehicle as low cost housing and reside in the park
indefinitely.

     Factors affecting the successful operation of a manufactured housing
community, mobile home park or recreational vehicle park include:

     o  the number of comparable competing properties in the local market;

     o  the age, appearance and reputation of the property;

     o  the quality of management; and

     o  the types of facilities and services it provides.

                                      -46-



     Manufactured housing communities and mobile home parks also compete against
alternative forms of residential housing, including--

     o  multifamily rental properties,

     o  cooperatively-owned apartment buildings,

     o  condominium complexes, and

     o  single-family residential developments.

     Recreational vehicle parks also compete against alternative forms of
recreation and short-term lodging, such as staying at a hotel at the beach.

     Manufactured housing communities, mobile home parks and recreational
vehicle parks are special purpose properties that could not be readily converted
to general residential, retail or office use. This will adversely affect the
liquidation value of the property if its operation as a manufactured housing
community, mobile home park or recreational vehicle park, as the case may be,
becomes unprofitable due to competition, age of the improvements or other
factors.

     Some states regulate the relationship of an owner of a manufactured housing
community or mobile home park and its tenants in a manner similar to the way
they regulate the relationship between a landlord and tenant at a multifamily
rental property. In addition, some states also regulate changes in the use of a
manufactured housing community or mobile home park and require that the owner
give written notice to its tenants a substantial period of time prior to the
projected change.

     In addition to state regulation of the landlord-tenant relationship,
numerous counties and municipalities impose rent control on manufactured housing
communities and mobile home parks. These ordinances may limit rent increases to:

     o  fixed percentages,

     o  percentages of increases in the consumer price index,

     o  increases set or approved by a governmental agency, or

     o  increases determined through mediation or binding arbitration.

     In many cases, the rent control laws either do not permit vacancy decontrol
or permit vacancy decontrol only in the relatively rare event that the mobile
home or manufactured housing unit is removed from the homesite. Local authority
to impose rent control on manufactured housing communities and mobile home parks
is pre-empted by state law in some states and rent control is not imposed at the
state level in those states. In some states, however, local rent control
ordinances are not pre-empted for tenants having short-term or month-to-month
leases, and properties there may be subject to various forms of rent control
with respect to those tenants.

     Recreational and Resort Properties. Any mortgage loan underlying a series
of offered certificates may be secured by a golf course, marina, ski resort,
amusement park or other property used for recreational purposes or as a resort.
Factors affecting the economic performance of a property of this type include:

     o  the location and appearance of the property;

     o  the appeal of the recreational activities offered;

     o  the existence or construction of competing properties, whether are not
        they offer the same activities;

                                      -47-


     o  the need to make capital expenditures to maintain, refurbish, improve
        and/or expand facilities in order to attract potential patrons;

     o  geographic location and dependence on tourism;

     o  changes in travel patterns caused by changes in energy prices, strikes,
        location of highways, construction of additional highways and similar
        factors;

     o  seasonality of the business, which may cause periodic fluctuations in
        operating revenues and expenses;

     o  sensitivity to weather and climate changes; and

     o  local, regional and national economic conditions.

     A marina or other recreational or resort property located next to water
will also be affected by various statutes and government regulations that govern
the use of, and construction on, rivers, lakes and other waterways.

     Because of the nature of the business, recreational and resort properties
tend to respond to adverse economic conditions more quickly than do many other
types of commercial properties.

     Recreational and resort properties are generally special purpose properties
that are not readily convertible to alternative uses. This will adversely affect
their liquidation value.

     Arenas and Stadiums. The success of an arena or stadium generally depends
on its ability to attract patrons to a variety of events, including:

     o  sporting events;

     o  musical events;

     o  theatrical events;

     o  animal shows; and/or

     o  circuses.

        The ability to attract patrons is dependent on, among others, the
following factors:

     o  the appeal of the particular event;

     o  the cost of admission;

     o  perceptions by prospective patrons of the safety, convenience, services
        and attractiveness of the arena or stadium;

     o  perceptions by prospective patrons of the safety of the surrounding
        area; and

     o  the alternative forms of entertainment available in the particular
        locale.

     In some cases, an arena's or stadium's success will depend on its ability
to attract and keep a sporting team as a tenant. An arena or stadium may become
unprofitable, or unacceptable to a tenant of that type, due to decreased
attendance, competition and age of improvements. Often, substantial expenditures
must be made to modernize, refurbish and/or maintain existing facilities.

     Arenas and stadiums are special purpose properties which cannot be readily
convertible to alternative uses. This will adversely affect their liquidation
value.

     Churches and Other Religious Facilities. Churches and other religious
facilities generally depend on charitable donations to meet expenses and pay for
maintenance and capital expenditures. The extent of those donations is dependent
on the attendance at any particular religious facility and the extent

                                      -48-



to which attendees are prepared to make donations, which is influenced by a
variety of social, political and economic factors. Donations may be adversely
affected by economic conditions, whether local, regional or national. Religious
facilities are special purpose properties that are not readily convertible to
alternative uses. This will adversely affect their liquidation value.

     Parking Lots and Garages. The primary source of income for parking lots and
garages is the rental fees charged for parking spaces. Factors affecting the
success of a parking lot or garage include:

     o  the number of rentable parking spaces and rates charged;

     o  the location of the lot or garage and, in particular, its proximity to
        places where large numbers of people work, shop or live;

     o  the amount of alternative parking spaces in the area;

     o  the availability of mass transit; and

     o  the perceptions of the safety, convenience and services of the lot or
        garage.

     Unimproved Land. The value of unimproved land is largely a function of its
potential use. This may depend on--

     o  its location,

     o  its size,

     o  the surrounding neighborhood, and

     o  local zoning laws.

     Default and Loss Considerations with Respect to Commercial and Multifamily
Mortgage Loans. Mortgage loans secured by liens on income-producing properties
are substantially different from mortgage loans made on the security of
owner-occupied single-family homes. The repayment of a loan secured by a lien on
an income-producing property is typically dependent upon--

     o  the successful operation of the property, and

     o  its ability to generate income sufficient to make payments on the loan.

This is particularly true because most or all of the mortgage loans underlying
the offered certificates will be nonrecourse loans.

     The debt service coverage ratio of a multifamily or commercial mortgage
loan is an important measure of the likelihood of default on the loan. In
general, the debt service coverage ratio of a multifamily or commercial mortgage
loan at any given time is the ratio of--

     o  the amount of income derived or expected to be derived from the related
        real property for a twelve-month period that is available to pay debt
        service, to

     o  the annualized scheduled payments of principal and/or interest on the
        mortgage loan and any other senior loans that are secured by the related
        real property.

The amount described in the first bullet point of the preceding sentence is
often a highly subjective number based on a variety of assumptions regarding,
and adjustments to, revenues and expenses with respect to the related real
property. We will provide a more detailed discussion of its calculation in the
related prospectus supplement.

                                      -49-



     The cash flow generated by a multifamily or commercial property will
generally fluctuate over time and may or may not be sufficient to--

     o  make the loan payments on the related mortgage loan,

     o  cover operating expenses, and

     o  fund capital improvements at any given time.

     Operating revenues of a nonowner occupied, income- producing property may
be affected by the condition of the applicable real estate market and/or area
economy. Properties leased, occupied or used on a short-term basis, such as--

     o  some health care-related facilities,

     o  hotels and motels,

     o  recreational vehicle parks, and

     o  mini-warehouse and self-storage facilities,

tend to be affected more rapidly by changes in market or business conditions
than do properties typically leased for longer periods, such as--

     o  warehouses,

     o  retail stores,

     o  office buildings, and

     o  industrial facilities.

     Some commercial properties may be owner-occupied or leased to a small
number of tenants. Accordingly, the operating revenues may depend substantially
on the financial condition of the borrower or one or a few tenants. Mortgage
loans secured by liens on owner-occupied and single tenant properties may pose a
greater likelihood of default and loss than loans secured by liens on
multifamily properties or on multi-tenant commercial properties.

     Increases in property operating expenses can increase the likelihood of a
borrower default on a multifamily or commercial mortgage loan secured by the
property. Increases in property operating expenses may result from:

     o  increases in energy costs and labor costs;

     o  increases in interest rates and real estate tax rates; and

     o  changes in governmental rules, regulations and fiscal policies.

     Some net leases of commercial properties may provide that the lessee,
rather than the borrower/landlord, is responsible for payment of operating
expenses. However, a net lease will result in stable net operating income to the
borrower/landlord only if the lessee is able to pay the increased operating
expense while also continuing to make rent payments.

     Lenders also look to the loan-to-value ratio of a mortgage loan as a factor
in evaluating the likelihood of loss if a property is liquidated following a
default. In general, the loan-to-value ratio of a multifamily or commercial
mortgage loan at any given time is the ratio, expressed as a percentage, of--

     o  the then outstanding principal balance of the mortgage loan and any
        other senior loans that are secured by the related real property, to

                                      -50-


     o  the estimated value of the related real property based on an appraisal,
        a cash flow analysis, a recent sales price or another method or
        benchmark of valuation.

     A low loan-to-value ratio means the borrower has a large amount of its own
equity in the multifamily or commercial property that secures its loan. In these
circumstances--

     o  the borrower has a greater incentive to perform under the terms of the
        related mortgage loan in order to protect that equity, and

     o  the lender has greater protection against loss on liquidation following
        a borrower default.

     Loan-to-value ratios are not necessarily an accurate measure of the
likelihood of liquidation loss in a pool of multifamily and commercial mortgage
loans. For example, the value of a multifamily or commercial property as of the
date of initial issuance of a series of offered certificates may be less than
the estimated value determined at loan origination. The value of any real
property, in particular a multifamily or commercial property, will likely
fluctuate from time to time. Moreover, even a current appraisal is not
necessarily a reliable estimate of value. Appraised values of income-producing
properties are generally based on--

     o  the market comparison method, which takes into account the recent resale
        value of comparable properties at the date of the appraisal;

     o  the cost replacement method, which takes into account the cost of
        replacing the property at the date of the appraisal;

     o  the income capitalization method, which takes into account the
        property's projected net cash flow; or

     o  a selection from the values derived from the foregoing methods.

     Each of these appraisal methods presents analytical difficulties. For
     example,

     o  it is often difficult to find truly comparable properties that have
        recently been sold;

     o  the replacement cost of a property may have little to do with its
        current market value; and

     o  income capitalization is inherently based on inexact projections of
        income and expense and the selection of an appropriate capitalization
        rate and discount rate.

     If more than one appraisal method is used and significantly different
results are produced, an accurate determination of value and, correspondingly, a
reliable analysis of the likelihood of default and loss, is even more difficult.

     The value of a multifamily or commercial property will be affected by
property performance. As a result, if a multifamily or commercial mortgage loan
defaults because the income generated by the related property is insufficient to
pay operating costs and expenses as well as debt service, then the value of the
property will decline and a liquidation loss may occur.

     We believe that the foregoing considerations are important factors that
generally distinguish mortgage loans secured by liens on income-producing real
estate from single-family mortgage loans. However, the originators of the
mortgage loans underlying your offered certificates may not have considered all
of those factors for all or any of those loans.

     See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan
Depends on the Performance and Value of the Underlying Real Property, Which May
Decline Over Time, and the Related Borrower's Ability to Refinance the Property,
of Which There Is No Assurance."

                                      -51-



     Payment Provisions of the Mortgage Loans. Each of the mortgage loans
included in one of our trusts will have the following features:

     o  an original term to maturity of not more than approximately 40 years;
        and

     o  scheduled payments of principal, interest or both, to be made on
        specified dates, that occur monthly, bi-monthly, quarterly,
        semi-annually, annually or at some other interval.

     A mortgage loan included in one of our trusts may also include terms that:

     o  provide for the accrual of interest at a mortgage interest rate that is
        fixed over its term, that resets on one or more specified dates or that
        otherwise adjusts from time to time;

     o  provide for the accrual of interest at a mortgage interest rate that may
        be converted at the borrower's election from an adjustable to a fixed
        interest rate or from a fixed to an adjustable interest rate;

     o  provide for no accrual of interest;

     o  provide for level payments to stated maturity, for payments that reset
        in amount on one or more specified dates or for payments that otherwise
        adjust from time to time to accommodate changes in the coupon rate or to
        reflect the occurrence of specified events;

     o  be fully amortizing or, alternatively, may be partially amortizing or
        nonamortizing, with a substantial payment of principal due on its stated
        maturity date;

     o  permit the negative amortization or deferral of accrued interest;

     o  permit defeasance and the release of the real property collateral in
        connection with that defeasance; and/or

     o  prohibit some or all voluntary prepayments or require payment of a
        premium, fee or charge in connection with those prepayments.

     Mortgage Loan Information in Prospectus Supplements. We will describe in
the related prospectus supplement the characteristics of the mortgage loans that
we will include in any of our trusts. In general, we will provide in the related
prospectus supplement, among other items, the following information on the
particular mortgage loans in one of our trusts:

     o  the total outstanding principal balance and the largest, smallest and
        average outstanding principal balance of the mortgage loans;

     o  the type or types of property that provide security for repayment of the
        mortgage loans;

     o  the earliest and latest origination date and maturity date of the
        mortgage loans;

     o  the original and remaining terms to maturity of the mortgage loans, or
        the range of each of those terms to maturity, and the weighted average
        original and remaining terms to maturity of the mortgage loans;

     o  loan-to-value ratios of the mortgage loans either at origination or as
        of a more recent date, or the range of those loan-to-value ratios, and
        the weighted average of those loan-to-value ratios;

     o  the mortgage interest rates of the mortgage loans, or the range of those
        mortgage interest rates, and the weighted average mortgage interest rate
        of the mortgage loans;

     o  if any mortgage loans have adjustable mortgage interest rates, the index
        or indices upon which the adjustments are based, the adjustment dates,
        the range of gross margins and the weighted average gross margin, and
        any limits on mortgage interest rate adjustments at the time of any
        adjustment and over the life of the loan;

     o  information on the payment characteristics of the mortgage loans,
        including applicable prepayment restrictions;

                                      -52-


     o  debt service coverage ratios of the mortgage loans either at origination
        or as of a more recent date, or the range of those debt service coverage
        ratios, and the weighted average of those debt service coverage ratios;
        and

     o  the geographic distribution of the properties securing the mortgage
        loans on a state-by-state basis.

     If we are unable to provide the specific information described above at the
time a series of offered certificates is initially offered, we will provide--

     o  more general information in the related prospectus supplement, and

     o  specific information in a report which will be filed with the SEC as
        part of a Current Report on Form 8-K within 15 days following the
        issuance of those certificates.

     If any mortgage loan, or group of related mortgage loans, included in one
of our trusts represents a material concentration of credit risk, we will
include in the related prospectus supplement financial statements or other
financial information on the related real property or properties.

MORTGAGE-BACKED SECURITIES

     The mortgage backed-securities underlying a series of offered certificates
     may include:

     o  mortgage participations, mortgage pass-through certificates,
        collateralized mortgage obligations or other mortgage-backed securities
        that are not insured or guaranteed by any governmental agency or
        instrumentality, or

     o  certificates issued and/or insured or guaranteed by Freddie Mac, Fannie
        Mae, Ginnie Mae, Farmer Mac, or another federal or state governmental
        agency or instrumentality.

     In addition, each of those mortgage-backed securities will directly or
indirectly evidence an interest in, or be secured by a pledge of, multifamily
and/or commercial mortgage loans.

     Each mortgage-backed security included in one of our trusts--

     o  will have been registered under the Securities Act of 1933, as amended,
        or

     o  will be exempt from the registration requirements of that Act, or

     o  will have been held for at least the holding period specified in Rule
        144(k) under that Act, or

     o  may otherwise be resold by us publicly without registration under that
        Act.

        We will describe in the related prospectus supplement the
characteristics of the mortgage-backed securities that we will include in any of
our trusts. In general, we will provide in the related prospectus supplement,
among other items, the following information on the particular mortgage-backed
securities included in one of our trusts:

     o  the initial and outstanding principal amount(s) and type of the
        securities;

     o  the original and remaining term(s) to stated maturity of the securities;

     o  the pass-through or bond rate(s) of the securities or the formula for
        determining those rate(s);

     o  the payment characteristics of the securities;

     o  the identity of the issuer(s), servicer(s) and trustee(s) for the
        securities;

     o  a description of the related credit support, if any;

                                      -53-


     o  the type of mortgage loans underlying the securities;

     o  the circumstances under which the related underlying mortgage loans, or
        the securities themselves, may be purchased prior to maturity;

     o  the terms and conditions for substituting mortgage loans backing the
        securities; and

     o  the characteristics of any agreements or instruments providing interest
        rate protection to the securities.

     With respect to any mortgage-backed security included in one of our trusts,
we will provide in our reports filed under the Securities Exchange Act of 1934,
as amended, the same information regarding the security as is provided by the
issuer of the security in its own reports filed under that Act, if the security
was publicly offered, or in the reports the issuer of the security provides to
the related trustee, if the security was privately issued.

SUBSTITUTION, ACQUISITION AND REMOVAL OF MORTGAGE ASSETS

        If so specified in the related prospectus supplement, we or another
specified person or entity may be permitted, at our or its option, but subject
to the conditions specified in that prospectus supplement, to acquire from the
related trust particular mortgage assets underlying a series of offered
certificates in exchange for:

     o  cash that would be applied to pay down the principal balances of the
        certificates of that series; and/or

     o  other mortgage loans or mortgage-backed securities that--

        1. conform to the description of mortgage assets in this prospectus, and

        2. satisfy the criteria set forth in the related prospectus supplement.

     If so specified in the related prospectus supplement, the trustee may be
authorized or required to apply collections on the related mortgage assets to
acquire new mortgage loans or mortgage-backed securities that--

        1. conform to the description of mortgage assets in this prospectus, and

        2. satisfy the criteria set forth in the related prospectus supplement.

     No replacement of mortgage assets or acquisition of new mortgage assets
will be permitted if it would result in a qualification, downgrade or withdrawal
of the then-current rating assigned by any rating agency to any class of
affected offered certificates.

     Further, if so specified in the related prospectus supplement, a
certificateholder of a series of certificates that includes offered certificates
may exchange the certificates it holds for one or more of the mortgage loans or
mortgage-backed securities constituting part of the mortgage pool underlying
those certificates. We will describe in the related prospectus supplement the
circumstances under which the exchange may occur.

UNDELIVERED MORTGAGE ASSETS

     In general, the total outstanding principal balance of the mortgage assets
transferred by us to any particular trust will equal or exceed the initial total
outstanding principal balance of the related series of

                                      -54-


certificates. In the event that the total outstanding principal balance of the
related mortgage assets initially delivered by us to the related trustee is less
than the initial total outstanding principal balance of any series of
certificates, we may deposit or arrange for the deposit of cash or liquid
investments on an interim basis with the related trustee to cover the shortfall.
For 90 days following the date of initial issuance of that series of
certificates, we will be entitled to obtain a release of the deposited cash or
investments if we deliver or arrange for delivery of a corresponding amount of
mortgage assets. If we fail, however, to deliver mortgage assets sufficient to
make up the entire shortfall, any of the cash or, following liquidation,
investments remaining on deposit with the related trustee will be used by the
related trustee to pay down the total principal balance of the related series of
certificates, as described in the related prospectus supplement.

ACCOUNTS

     The trust assets underlying a series of offered certificates will include
one or more accounts established and maintained on behalf of the holders. All
payments and collections received or advanced on the mortgage assets and other
trust assets will be deposited and held in those accounts. We will identify and
describe those accounts, and will further describe the deposits to and
withdrawals from those accounts, in the related prospectus supplement.

CREDIT SUPPORT

     The holders of any class of offered certificates may be the beneficiaries
of credit support designed to protect them partially or fully against all or
particular defaults and losses on the related mortgage assets. The types of
credit support that may benefit the holders of a class of offered certificates
include:

     o  the subordination or one or more other classes of certificates of the
        same series;

     o  a letter of credit;

     o  a surety bond;

     o  an insurance policy;

     o  a guarantee; and/or

     o  a reserve fund.


     In the related prospectus supplement, we will describe the amount and types
of any credit support benefiting the holders of a class of offered certificates.

ARRANGEMENTS PROVIDING REINVESTMENT, INTEREST RATE AND CURRENCY RELATED
PROTECTION

        The trust assets for a series of offered certificates may include
guaranteed investment contracts in accordance with which moneys held in the
funds and accounts established for that series will be invested at a specified
rate. Those trust assets may also include:

     o  interest rate exchange agreements;

     o  interest rate cap agreements;

     o  interest rate floor agreements;

     o  currency exchange agreements; or

     o  other agreements or arrangements designed to reduce the effects of
        interest rate or currency exchange rate fluctuations with respect to the
        related mortgage assets and one or more classes of offered certificates.

                                      -55-



     In the related prospectus supplement, we will describe any agreements or
other arrangements designed to protect the holders of a class of offered
certificates against shortfalls resulting from movements or fluctuations in
interest rates or currency exchange rates. If applicable, we will also identify
any obligor under the agreement or other arrangement.

                       YIELD AND MATURITY CONSIDERATIONS

GENERAL

     The yield on your offered certificates will depend on--

     o  the price you paid for your offered certificates,

     o  the pass-through rate on your offered certificates,

     o  the amount and timing of payments on your offered certificates.

     The following discussion contemplates a trust established by us that
consists only of mortgage loans. If one of our trusts also includes a
mortgage-backed security, the payment terms of that security will soften or
enhance the effects that the characteristics and behavior of mortgage loans
backing that security can have on the yield to maturity and/or weighted average
life of a class of offered certificates. If one of our trusts includes a
mortgage-backed security, we will discuss in the related prospectus supplement
the effect, if any, that the security may have on the yield to maturity and
weighted average lives of the related offered certificates.

PASS-THROUGH RATE

     A class of interest-bearing offered certificates may have a fixed, variable
or adjustable pass-through rate. We will specify in the related prospectus
supplement the pass-through rate for each class of interest-bearing offered
certificates or, if the pass-through rate is variable or adjustable, the method
of determining the pass-through rate.

PAYMENT DELAYS

     There will be a delay between the date on which payments on the underlying
mortgage loans are due and the date on which those payments are passed through
to you and other investors. That delay will reduce the yield that would
otherwise be produced if those payments were passed through on your offered
certificates on the same date that they were due.

YIELD AND PREPAYMENT CONSIDERATIONS

     The yield to maturity on your offered certificates will be affected by the
rate of principal payments on the underlying mortgage loans and the allocation
of those principal payments to reduce the principal balance or notional amount
of your offered certificates. The rate of principal payments on those mortgage
loans will be affected by the following:

     o  the amortization schedules of the mortgage loans, which may change from
        time to time to reflect, among other things, changes in mortgage
        interest rates or partial prepayments of principal;

     o  the dates on which any balloon payments are due; and

                                      -56-



     o  the rate of principal prepayments on the mortgage loans, including
        voluntary prepayments by borrowers and involuntary prepayments resulting
        from liquidations, casualties or purchases of mortgage loans.

     Because the rate of principal prepayments on the mortgage loans underlying
your offered certificates will depend on future events and a variety of factors,
we cannot give you any assurance as to that rate.

     The extent to which the yield to maturity of your offered certificates may
vary from your anticipated yield will depend upon--

     o  whether you purchased your offered certificates at a discount or premium
        and, if so, the extent of that discount or premium, and

     o  when, and to what degree, payments of principal on the underlying
        mortgage loans are applied or otherwise result in the reduction of the
        principal balance or notional amount of your offered certificates.

     If you purchase your offered certificates at a discount, you should
consider the risk that a slower than anticipated rate of principal payments on
the underlying mortgage loans could result in an actual yield to you that is
lower than your anticipated yield. If you purchase your offered certificates at
a premium, you should consider the risk that a faster than anticipated rate of
principal payments on the underlying mortgage loans could result in an actual
yield to you that is lower than your anticipated yield.

     If your offered certificates entitle you to payments of interest, with
disproportionate, nominal or no payments of principal, you should consider that
your yield will be extremely sensitive to prepayments on the underlying mortgage
loans and, under some prepayment scenarios, may be negative.

     If a class of offered certificates accrues interest on a notional amount,
that notional amount will, in general, either--

     o  be based on the principal balances of some or all of the mortgage assets
        in the related trust, or

     o  equal the total principal balance of one or more of the other classes of
        certificates of the same series.

Accordingly, the yield on that class of certificates will be inversely related
to, as applicable, the rate at which--

     o  payments and other collections of principal are received on the mortgage
        assets referred to in the first bullet point of the prior sentence, or

     o  payments are made in reduction of the total principal balance of the
        class or classes of certificates referred to in the second bullet point
        of the prior sentence.

     The extent of prepayments of principal of the mortgage loans underlying
your offered certificates may be affected by a number of factors, including:

     o  the availability of mortgage credit;

     o  the relative economic vitality of the area in which the related real
        properties are located;

     o  the quality of management of the related real properties;

     o  the servicing of the mortgage loans;

                                      -57-


     o  possible changes in tax laws; and

     o  other opportunities for investment.

In general, those factors that increase--

     o  the attractiveness of selling or refinancing a commercial or multifamily
        property, or

     o  the likelihood of default under a commercial or multifamily mortgage
        loan,

would be expected to cause the rate of prepayment to accelerate. In contrast,
those factors having an opposite effect would be expected to cause the rate of
prepayment to slow.

     The rate of principal payments on the mortgage loans underlying your
offered certificates may also be affected by the existence and enforceability of
prepayment restrictions, such as--

     o  prepayment lock-out periods, and

     o  requirements that voluntary principal prepayments be accompanied by
        prepayment premiums, fees or charges.

If enforceable, those provisions could constitute either an absolute
prohibition, in the case of a prepayment lock-out period, or a disincentive, in
the case of a prepayment premium, fee or charge, to a borrower's voluntarily
prepaying its mortgage loan, thereby slowing the rate of prepayments.

     The rate of prepayment on a pool of mortgage loans is likely to be affected
by prevailing market interest rates for mortgage loans of a comparable type,
term and risk level. As prevailing market interest rates decline, a borrower may
have an increased incentive to refinance its mortgage loan. Even in the case of
adjustable rate mortgage loans, as prevailing market interest rates decline, the
related borrowers may have an increased incentive to refinance for the following
purposes:

     o  to convert to a fixed rate loan and thereby lock in that rate, or

     o  to take advantage of a different index, margin or rate cap or floor on
        another adjustable rate mortgage loan.

     Subject to prevailing market interest rates and economic conditions
generally, a borrower may sell a real property in order to--

     o  realize its equity in the property,

     o  meet cash flow needs or

     o  make other investments.

     Additionally, some borrowers may be motivated by federal and state tax
laws, which are subject to change, to sell their properties prior to the
exhaustion of tax depreciation benefits.

     We make no representation as to--

     o  the particular factors that will affect the prepayment of the mortgage
        loans underlying any series of offered certificates,

     o  the relative importance of those factors,

     o  the percentage of the principal balance of those mortgage loans that
        will be paid as of any date, or

     o  the overall rate of prepayment on those mortgage loans.


                                      -58-



WEIGHTED AVERAGE LIFE AND MATURITY

     The rate at which principal payments are received on the mortgage loans
underlying any series of offered certificates will affect the ultimate maturity
and the weighted average life of one or more classes of those certificates. In
general, weighted average life refers to the average amount of time that will
elapse from the date of issuance of an instrument until each dollar allocable as
principal of that instrument is repaid to the investor.

     The weighted average life and maturity of a class of offered certificates
will be influenced by the rate at which principal on the underlying mortgage
loans is paid to that class, whether in the form of--

     o  scheduled amortization, or

     o  prepayments, including--

        1. voluntary prepayments by borrowers, and

        2. involuntary prepayments resulting from liquidations, casualties or
           condemnations and purchases of mortgage loans out of the related
           trust.

     Prepayment rates on loans are commonly measured relative to a prepayment
standard or model, such as the CPR prepayment model or the SPA prepayment model.
CPR represents an assumed constant rate of prepayment each month, expressed as
an annual percentage, relative to the then outstanding principal balance of a
pool of mortgage loans for the life of those loans. SPA represents an assumed
variable rate of prepayment each month, expressed as an annual percentage,
relative to the then outstanding principal balance of a pool of mortgage loans,
with different prepayment assumptions often expressed as percentages of SPA. For
example, a prepayment assumption of 100% of SPA assumes prepayment rates of 0.2%
per annum of the then outstanding principal balance of those loans in the first
month of the life of the loans and an additional 0.2% per annum in each month
thereafter until the 30th month. Beginning in the 30th month, and in each month
thereafter during the life of the loans, 100% of SPA assumes a constant
prepayment rate of 6% per annum each month.

     Neither CPR nor SPA nor any other prepayment model or assumption is a
historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any particular pool of mortgage loans.
Moreover, the CPR and SPA models were developed based upon historical prepayment
experience for single-family mortgage loans. It is unlikely that the prepayment
experience of the mortgage loans underlying your offered certificates will
conform to any particular level of CPR or SPA.

     In the prospectus supplement for a series of offered certificates, we will
include tables, if applicable, setting forth--

     o  the projected weighted average life of each class of those offered
        certificates with principal balances, and

     o  the percentage of the initial total principal balance of each class of
        those offered certificates that would be outstanding on specified dates,

based on the assumptions stated in that prospectus supplement, including
assumptions regarding prepayments on the underlying mortgage loans. Those tables
and assumptions illustrate the sensitivity of the weighted average lives of
those offered certificates to various assumed prepayment rates and are not
intended to predict, or to provide information that will enable you to predict,
the actual weighted average lives of your offered certificates.


                                      -59-



OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY

     Balloon Payments; Extensions of Maturity. Some or all of the mortgage loans
underlying a series of offered certificates may require that balloon payments be
made at maturity. The ability of a borrower to make a balloon payment typically
will depend upon its ability either--

     o  to refinance the loan, or

     o  to sell the related real property.

If a borrower is unable to refinance or sell the related real property, there is
a possibility that the borrower may default on the mortgage loan or that the
maturity of the mortgage loan may be extended in connection with a workout. If a
borrower defaults, recovery of proceeds may be delayed by--

     o  the bankruptcy of the borrower, or

     o  adverse economic conditions in the market where the related real
        property is located.

     In order to minimize losses on defaulted mortgage loans, the related master
servicer or special servicer may be authorized within prescribed limits to
modify mortgage loans that are in default or as to which a payment default is
reasonably foreseeable. Any defaulted balloon payment or modification that
extends the maturity of a mortgage loan may delay payments of principal on your
offered certificates and extend the weighted average life of your offered
certificates.

     Negative Amortization. The weighted average life of a class of offered
certificates can be affected by mortgage loans that permit negative amortization
to occur. Those are the mortgage loans that provide for the current payment of
interest calculated at a rate lower than the rate at which interest accrues on
the mortgage loan, with the unpaid portion of that interest being added to the
related principal balance. Negative amortization most commonly occurs with
respect to an adjustable rate mortgage loan that:

     o  limits the amount by which its scheduled payment may adjust in response
        to a change in its mortgage interest rate;

     o  provides that its scheduled payment will adjust less frequently than its
        mortgage interest rate; or

     o  provides for constant scheduled payments regardless of adjustments to
        its mortgage interest rate.

     Negative amortization on one or more mortgage loans in any of our trusts
may result in negative amortization on a related class of offered certificates.
We will describe in the related prospectus supplement, if applicable, the manner
in which negative amortization with respect to the underlying mortgage loans is
allocated among the respective classes of a series of offered certificates.

     The portion of any mortgage loan negative amortization allocated to a class
of offered certificates may result in a deferral of some or all of the interest
payable on those certificates. Deferred interest may be added to the total
principal balance of a class of offered certificates. In addition, an adjustable
rate mortgage loan that permits negative amortization would be expected during a
period of increasing interest rates to amortize, if at all, at a slower rate
than if interest rates were declining or were remaining constant. This slower
rate of mortgage loan amortization would be reflected in a slower rate of
amortization for one or more classes of certificates of the related series.
Accordingly, there may be an increase in the weighted average lives of those
classes of certificates to which any mortgage loan

                                      -60-



negative amortization would be allocated or that would bear the effects of a
slower rate of amortization of the underlying mortgage loans.

     The extent to which the yield on your offered certificates may be affected
by any negative amortization on the underlying mortgage loans will depend, in
part, upon whether you purchase your offered certificates at a premium or a
discount.

     During a period of declining interest rates, the scheduled payment on an
adjustable rate mortgage loan may exceed the amount necessary to amortize the
loan fully over its remaining amortization schedule and pay interest at the then
applicable mortgage interest rate. The result is the accelerated amortization of
the mortgage loan. The acceleration in amortization of a mortgage loan will
shorten the weighted average lives of those classes of certificates that entitle
their holders to a portion of the principal payments on the mortgage loan.

     Foreclosures and Payment Plans. The weighted average life of and yield on
your offered certificates will be affected by--

     o  the number of foreclosures with respect to the underlying mortgage
        loans; and

     o  the principal amount of the foreclosed mortgage loans in relation to the
        principal amount of those mortgage loans that are repaid in accordance
        with their terms.

     Servicing decisions made with respect to the underlying mortgage loans,
including the use of payment plans prior to a demand for acceleration and the
restructuring of mortgage loans in bankruptcy proceedings or otherwise, may also
affect the payment patterns of particular mortgage loans and, as a result, the
weighted average life of and yield on your offered certificates.

     Losses and Shortfalls on the Mortgage Assets. The yield on your offered
certificates will directly depend on the extent to which you are required to
bear the effects of any losses or shortfalls in collections on the underlying
mortgage loans and the timing of those losses and shortfalls. In general, the
earlier that you bear any loss or shortfall, the greater will be the negative
effect on the yield of your offered certificates.

     The amount of any losses or shortfalls in collections on the mortgage
assets in any of our trusts will, to the extent not covered or offset by draws
on any reserve fund or under any instrument of credit support, be allocated
among the various classes of certificates of the related series in the priority
and manner, and subject to the limitations, that we specify in the related
prospectus supplement. As described in the related prospectus supplement, those
allocations may be effected by the following:

     o  a reduction in the entitlements to interest and/or the total principal
        balances of one or more classes of certificates; and/or

     o  the establishment of a priority of payments among classes of
        certificates.

     If you purchase subordinated certificates, the yield to maturity on those
certificates may be extremely sensitive to losses and shortfalls in collections
on the underlying mortgage loans.

                                      -61-


     Additional Certificate Amortization. If your offered certificates have a
principal balance, then they entitle you to a specified portion of the principal
payments received on the underlying mortgage loans. They may also entitle you to
payments of principal from the following sources:

     o  amounts attributable to interest accrued but not currently payable on
        one or more other classes of certificates of the applicable series;

     o  interest received or advanced on the underlying mortgage assets that is
        in excess of the interest currently accrued on the certificates of the
        applicable series;

     o  prepayment premiums, fees and charges, payments from equity
        participations or any other amounts received on the underlying mortgage
        assets that do not constitute interest or principal; or

     o  any other amounts described in the related prospectus supplement.

     The amortization of your offered certificates out of the sources described
in the prior paragraph would shorten their weighted average life and, if your
offered certificates were purchased at a premium, reduce their yield to
maturity.

                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.

     We were incorporated in Delaware on November 18, 1999. We were organized,
among other things, for the purposes of--

     o  acquiring mortgage loans, or interests in those loans, secured by first
        or junior liens on commercial and multifamily real properties;

     o  acquiring mortgage-backed securities that evidence interests in mortgage
        loans that are secured by commercial and multifamily real properties;

     o  forming pools of mortgage loans and mortgage-backed securities; and

     o  acting as depositor of one or more trusts formed to issue bonds,
        certificates of interest or other evidences of indebtedness that are
        secured by or represent interests in, pools of mortgage loans and
        mortgage-backed securities.

Our principal executive offices are located at 600 Steamboat Road, Greenwich,
Connecticut 06830. Our telephone number is (203) 625-2700. There can be no
assurance that at any particular time we will have any significant assets.

                         DESCRIPTION OF THE CERTIFICATES

GENERAL

     Each series of offered certificates, together with any non-offered
certificates of the same series, will represent the entire beneficial ownership
interest in a trust established by us. Each series of offered certificates will
consist of one or more classes. Any non-offered certificates of that series will
likewise consist of one or more classes.

     A series of certificates consists of all those certificates that--

     o  have the same series designation;

     o  were issued under the same Governing Documents; and

     o  represent beneficial ownership interests in the same trust.

                                      -62-


A class of certificates consists of all those certificates of a particular
series that--

     o  have the same class designation; and

     o  have the same payment terms.

     The respective classes of offered and non-offered certificates of any
series may have a variety of payment terms. An offered certificate may entitle
the holder to receive:

     o  a stated principal amount, which will be represented by its principal
        balance;

     o  interest on a principal balance or notional amount, at a fixed, variable
        or adjustable pass-through rate;

     o  specified, fixed or variable portions of the interest, principal or
        other amounts received on the related mortgage assets;

     o  payments of principal, with disproportionate, nominal or no payments of
        interest;

     o  payments of interest, with disproportionate, nominal or no payments of
        principal;

     o  payments of interest or principal that commence only as of a specified
        date or only after the occurrence of specified events, such as the
        payment in full of the interest and principal outstanding on one or more
        other classes of certificates of the same series;

     o  payments of principal to be made, from time to time or for designated
        periods, at a rate that is--

        1. faster and, in some cases, substantially faster, or

        2. slower and, in some cases, substantially slower,

        than the rate at which payments or other collections of principal are
        received on the related mortgage assets;

     o  payments of principal to be made, subject to available funds, based on a
        specified principal payment schedule or other methodology; or

     o  payments of all or part of the prepayment or repayment premiums, fees
        and charges, equity participations payments or other similar items
        received on the related mortgage assets.

     Any class of offered certificates may be senior or subordinate to one or
more other classes of certificates of the same series, including a non-offered
class of certificates of that series, for purposes of some or all payments
and/or allocations of losses or other shortfalls.

     A class of offered certificates may have two or more component parts, each
having characteristics that are described in this prospectus as being
attributable to separate and distinct classes. For example, a class of offered
certificates may have a total principal balance on which it accrues interest at
a fixed, variable or adjustable rate. That class of offered certificates may
also accrue interest on a total notional amount at a different fixed, variable
or adjustable rate. In addition, a class of offered certificates may accrue
interest on one portion of its total principal balance or notional amount at one
fixed, variable or adjustable rate and on another portion of its total principal
balance or notional amount at a different fixed, variable or adjustable rate.

     Each class of offered certificates will be issued in minimum denominations
corresponding to specified principal balances, notional amounts or percentage
interests, as described in the related prospectus supplement. A class of offered
certificates may be issued in fully registered, definitive form

                                      -63-


and evidenced by physical certificates or may be issued in book-entry form
through the facilities of The Depository Trust Company. Offered certificates
held in fully registered, definitive form may be transferred or exchanged,
subject to any restrictions on transfer described in the related prospectus
supplement, at the location specified in the related prospectus supplement,
without the payment of any service charges, except for any tax or other
governmental charge payable in connection with the transfer or exchange.
Interests in offered certificates held in book-entry form will be transferred on
the book-entry records of DTC and its participating organizations. If we so
specify in the related prospectus supplement, we will arrange for clearance and
settlement through Clearstream Banking, societe anonyme or the Euroclear System,
for so long as they are participants in DTC.

PAYMENTS ON THE CERTIFICATES

     General. Payments on a series of offered certificates may occur monthly,
bi-monthly, quarterly, semi-annually, annually or at any other specified
interval. In the prospectus supplement for each series of offered certificates,
we will identify:

     o  the periodic payment date for that series, and

     o  the record date as of which certificateholders entitled to payments on
        any particular payment date will be established.

     All payments with respect to a class of offered certificates on any payment
date will be allocated pro rata among the outstanding certificates of that class
in proportion to the respective principal balances, notional amounts or
percentage interests, as the case may be, of those certificates. Payments on an
offered certificate will be made to the holder entitled thereto either--

     o  by wire transfer of immediately available funds to the account of that
        holder at a bank or similar entity, provided that the holder has
        furnished the party making the payments with wiring instructions no
        later than the applicable record date and has satisfied any other
        conditions specified in the related prospectus supplement, or

     o  by check mailed to the address of that holder as it appears in the
        certificate register, in all other cases.

        In general, the final payment on any offered certificate will be made
on   ly upon presentation and surrender of that certificate at the location
specified to the holder in notice of final payment.

     Payments of Interest. In the case of each class of interest-bearing offered
certificates, interest will accrue from time to time, at the applicable
pass-through rate and in accordance with the applicable interest accrual method,
on the total outstanding principal balance or notional amount of that class.

     The pass-through rate for a class of interest-bearing offered certificates
may be fixed, variable or adjustable. We will specify in the related prospectus
supplement the pass-through rate for each class of interest-bearing offered
certificates or, in the case of a variable or adjustable pass-through rate, the
method for determining that pass-through rate.

     Interest may accrue with respect to any offered certificate on the basis
of:

     o  a 360-day year consisting of 12 30-day months,

     o  the actual number of days elapsed during each relevant period in a year
        assumed to consist of 360 days,

                                      -64-


     o  the actual number of days elapsed during each relevant period in a
        normal calendar year, or

     o  any other method identified in the related prospectus supplement.

     We will identify the interest accrual method for each class of offered
certificates in the related prospectus supplement.

     Subject to available funds and any adjustments to interest entitlements
described in the related prospectus supplement, accrued interest with respect to
each class of interest-bearing offered certificates will normally be payable on
each payment date. However, in the case of some classes of interest-bearing
offered certificates, payments of accrued interest will only begin on a
particular payment date or under the circumstances described in the related
prospectus supplement. Prior to that time, the amount of accrued interest
otherwise payable on that class will be added to its total principal balance on
each date or otherwise deferred as described in the related prospectus
supplement.

     If a class of offered certificates accrues interest on a total notional
amount, that total notional amount, in general, will be either:

     o  based on the principal balances of some or all of the related mortgage
        assets; or

     o  equal to the total principal balances of one or more other classes of
        certificates of the same series.

     Reference to the notional amount of any certificate is solely for
convenience in making calculations of interest and does not represent the right
to receive any payments of principal.

     We will describe in the related prospectus supplement the extent to which
the amount of accrued interest that is payable on, or that may be added to the
total principal balance of, a class of interest-bearing offered certificates may
be reduced as a result of any contingencies, including shortfalls in interest
collections due to prepayments, delinquencies, losses and deferred interest on
the related mortgage assets.

     Payments of Principal. An offered certificate may or may not have a
principal balance. If it does, that principal balance outstanding from time to
time will represent the maximum amount that the holder of that certificate will
be entitled to receive as principal out of the future cash flow on the related
mortgage assets and the other related trust assets.

     The total outstanding principal balance of any class of offered
certificates will be reduced by--

     o  payments of principal actually made to the holders of that class, and

     o  if and to the extent that we so specify in the related prospectus
        supplement, losses of principal on the related mortgage assets that are
        allocated to or are required to be borne by that class.

     A class of interest-bearing offered certificates may provide that payments
of accrued interest will only begin on a particular payment date or under the
circumstances described in the related prospectus supplement. If so, the total
outstanding principal balance of that class may be increased by the amount of
any interest accrued, but not currently payable, on that class.

     We will describe in the related prospectus supplement any other adjustments
to the total outstanding principal balance of a class of offered certificates.

                                      -65-



        Unless we so state in the related prospectus supplement, the initial
total principal balance of all classes of a series will not be greater than the
total outstanding principal balance of the related mortgage assets transferred
by us to the related trust. We will specify the expected initial total principal
balance of each class of offered certificates in the related prospectus
supplement.

        The payments of principal to be made on a series of offered certificates
from time to time will, in general, be a function of the payments, other
collections and advances received or made with respect to the related prospectus
supplement. Payments of principal on a series of offered certificates may also
be made from the following sources:

     o  amounts attributable to interest accrued but not currently payable on
        one or more other classes of certificates of the applicable series;

     o  interest received or advanced on the underlying mortgage assets that is
        in excess of the interest currently accrued on the certificates of the
        applicable series;

     o  prepayment premiums, fees and charges, payments from equity
        participations or any other amounts received on the underlying mortgage
        assets that do not constitute interest or principal; or

     o  any other amounts described in the related prospectus supplement.

     We will describe in the related prospectus supplement the principal
entitlement of each class of offered certificates on each payment date.

ALLOCATION OF LOSSES AND SHORTFALLS

     If and to the extent that any losses or shortfalls in collections on the
mortgage assets in any of our trusts are not covered or offset by delinquency
advances or draws on any reserve fund or under any instrument of credit support,
they will be allocated among the various classes of certificates of the related
series in the priority and manner, and subject to the limitations, specified in
the related prospectus supplement. As described in the related prospectus
supplement, the allocations may be effected as follows:

     o  by reducing the entitlements to interest and/or the total principal
        balances of one or more of those classes; and/or

     o  by establishing a priority of payments among those classes.

     See "Description of Credit Support."

ADVANCES

     If any trust established by us includes mortgage loans, then as and to the
extent described in the related prospectus supplement, the related master
servicer, the related special servicer, the related trustee, any related
provider of credit support and/or any other specified person may be obligated to
make, or may have the option of making, advances with respect to those mortgage
loans to cover--

     o  delinquent payments of principal and/or interest, other than balloon
        payments,

     o  property protection expenses,

     o  other servicing expenses, or

     o  any other items specified in the related prospectus supplement.

                                      -66-



     If there are any limitations with respect to a party's advancing
obligations, we will discuss those limitations in the related prospectus
supplement.

     Advances are intended to maintain a regular flow of scheduled interest and
principal payments to certificateholders. Advances are not a guarantee against
losses. The advancing party will be entitled to recover all of its advances out
of--

     o  subsequent recoveries on the related mortgage loans, including amounts
        drawn under any fund or instrument constituting credit support, and

     o  any other specific sources identified in the related prospectus
        supplement.

     If and to the extent that we so specify in the related prospectus
supplement, any entity making advances will be entitled to receive interest on
some or all of those advances for a specified period during which they are
outstanding at the rate specified in that prospectus supplement. That entity may
be entitled to payment of interest on its outstanding advances--

     o  periodically from general collections on the mortgage assets in the
        related trust, prior to any payment to the related series of
        certificateholders, or

     o  at any other times and from any sources as we may describe in the
        related prospectus supplement.

     If any trust established by us includes mortgage-backed securities, we will
discuss in the related prospectus supplement any comparable advancing
obligations with respect to those securities or the mortgage loans that back
them.

REPORTS TO CERTIFICATEHOLDERS

     On or about each payment date, the related master servicer, manager or
trustee will forward to each offered certificateholder a statement substantially
in the form, or specifying the information, set forth in the related prospectus
supplement. In general, that statement will include information regarding--

     o  the payments made on that payment date with respect to the applicable
        class of offered certificates, and

     o  the recent performance of the mortgage assets.

     Within a reasonable period of time after the end of each calendar year,
upon request, the related master servicer, manager or trustee, as the case may
be, will be required to furnish to each person who at any time during the
calendar year was a holder of an offered certificate a statement containing
information regarding the principal, interest and other amounts paid on the
applicable class of offered certificates, aggregated for--

     o  that calendar year, or

     o  the applicable portion of that calendar year during which the person was
        a certificateholder.

The obligation to provide that annual statement will be deemed to have been
satisfied by the related master servicer, manager or trustee, as the case may
be, to the extent that substantially comparable information is provided in
accordance with any requirements of the Internal Revenue Code.

                                      -67-



     If one of our trusts includes mortgage-backed securities, the ability of
the related master servicer, manager or trustee, as the case may be, to include
in any payment date statement information regarding the mortgage loans that back
those securities will depend on comparable reports being received with respect
to them.

VOTING RIGHTS

     Voting rights will be allocated among the respective classes of offered and
non-offered certificates of each series in the manner described in the related
prospectus supplement. Certificateholders will generally not have a right to
vote, except--

     o  with respect to those amendments to the governing documents described
        under "Description of the Governing Documents--Amendment," or

     o  as otherwise specified in this prospectus or in the related prospectus
        supplement.

     As and to the extent described in the related prospectus supplement, the
certificateholders entitled to a specified amount of the voting rights for a
particular series will have the right to act as a group to remove or replace the
related trustee, master servicer, special servicer or manager. In general, that
removal or replacement must be for cause. We will identify exceptions in the
related prospectus supplement.

TERMINATION

     The trust for each series of offered certificates will terminate and cease
to exist following:

     o  the final payment or other liquidation of the last mortgage asset in
        that trust; and

     o  the payment, or provision for payment, to the certificateholders of that
        series of all amounts required to be paid to them.

     Written notice of termination of a trust will be given to each affected
certificateholder. The final payment will be made only upon presentation and
surrender of the certificates of the related series at the location to be
specified in the notice of termination.

     If we so specify in the related prospectus supplement, one or more
designated parties will be entitled to purchase all of the mortgage assets
underlying a series of offered certificates, thereby effecting early retirement
of the certificates and early termination of the related trust. We will describe
in the related prospectus supplement the circumstances under which that purchase
may occur.

     If we specify in the related prospectus supplement, one or more
certificateholders will be entitled to exchange all of the certificates of a
particular series for all of the mortgage assets underlying that series, thereby
effecting early termination of the related trust. We will describe in the
related prospectus supplement the circumstances under which that exchange may
occur.

     In addition, if we so specify in the related prospectus supplement, on a
specified date or upon the reduction of the total principal balance of a
specified class or classes of certificates by a specified percentage or amount,
a party designated in the related prospectus supplement may be authorized or
required to solicit bids for the purchase of all the mortgage assets of the
related trust or of a sufficient portion of the mortgage assets to retire that
class or those classes of certificates. The solicitation of bids must be
conducted in a commercially reasonable manner, and assets will, in general, be
sold at their fair market value. If the fair market value of the mortgage assets
being sold is less than their unpaid balance,


                                      -68-



then the certificateholders of one or more classes of certificates may receive
an amount less than the total principal balance of, and accrued and unpaid
interest on, their certificates.

BOOK-ENTRY REGISTRATION

     General. Any class of offered certificates may be issued in book-entry form
through the facilities of DTC. If so, that class will be represented by one or
more global certificates registered in the name of DTC or its nominee. If we so
specify in the related prospectus supplement, we will arrange for clearance and
settlement through the Euroclear System or Clearstream Banking, societe anonyme,
for so long as they are participants in DTC.

     DTC, Euroclear and Clearstream. DTC is:

     o  a limited-purpose trust company organized under the New York Banking
        Law,

     o  a "banking corporation" within the meaning of the New York Banking Law,

     o  a member of the Federal Reserve System,

     o  a "clearing corporation" within the meaning of the New York Uniform
        Commercial Code, and

     o  a "clearing agency" registered under the provisions of Section 17A of
        the Securities Exchange Act of 1934, as amended.

     DTC was created to hold securities for participants in the DTC system and
to facilitate the clearance and settlement of securities transactions between
those participants through electronic computerized book-entry changes in their
accounts, thereby eliminating the need for physical movement of securities
certificates. Organizations that maintain accounts with DTC include securities
brokers and dealers, banks, trust companies and clearing corporations and may
include other organizations. DTC is owned by a number of its participating
organizations and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as banks, brokers, dealers
and trust companies that directly or indirectly clear through or maintain a
custodial relationship with one of the organizations that maintains an account
with DTC. The rules applicable to DTC and its participating organizations are on
file with the SEC.

     It is our understanding that Clearstream Banking, societe anonyme holds
securities for its member organizations and facilitates the clearance and
settlement of securities transactions between its member organizations through
electronic book-entry changes in accounts of those organizations, thereby
eliminating the need for physical movement of certificates. Transactions may be
settled in Clearstream in any of 31 currencies, including United States dollars.
Clearstream provides to its member organizations, among other things, services
for safekeeping, administration, clearance and settlement of internationally
traded securities and securities lending and borrowing. Clearstream interfaces
with domestic securities markets in over 39 countries through established
depository and custodial relationships. As a professional depositary,
Clearstream is subject to regulation by the Luxembourg Monetary Institute.
Clearstream is registered as a bank in Luxembourg. It is subject to regulation
by the Commission de Surveillance du Secteur Financier, which supervises
Luxembourg banks. Clearstream's customers are world-wide financial institutions
including underwriters, securities brokers and dealers, banks, trust companies
and clearing corporations. Clearstream's U.S. customers are limited to
securities brokers and dealers, and banks. Currently, Clearstream has
approximately 2,500 customers located in over 94 countries, including all major
European countries, Canada and the United States. Indirect access to Clearstream
is available to other institutions that clear through or maintain a custodial
relationship


                                      -69-


with an account holder of Clearstream. Clearstream and Euroclear
have established an electronic bridge between their two systems across which
their respective participants may settle trades with each other.

        It is our understanding that Euroclear holds securities for its member
organizations and facilitates clearance and settlement of securities
transactions between its member organizations through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for physical
movement of certificates and any risk from lack of simultaneous transfers of
securities and cash. Over 150,000 different securities are accepted for
settlement through Euroclear, the majority of which are domestic securities from
over 32 markets. Transactions may be settled in Euroclear in any of over 40
currencies, including United States dollars. The Euroclear system includes
various other services, including securities lending and borrowing and
interfaces with domestic markets in several countries generally similar to the
arrangements for cross-market transfers with DTC described below in this
"--Book-Entry Registration" section. Euroclear is operated by Euroclear Bank
S.A./N.V., as Euroclear Operator, under a license agreement with Euroclear
Clearance System Public Limited Company. The Euroclear Operator is regulated and
examined by the Belgian Banking and Finance Commission and the National Bank of
Belgium. All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator, not Euroclear Clearance System. Indirect access to
the Euroclear system is also available to other firms that clear through or
maintain a custodial relationship with a member organization of Euroclear,
either directly or indirectly. Euroclear and Clearstream have established an
electronic bridge between their two systems across which their respective
participants may settle trades with each other.

     Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Euroclear Terms and Conditions. The Euroclear Terms and
Conditions govern transfers of securities and cash within the Euroclear system,
withdrawal of securities and cash from the Euroclear system, and receipts of
payments with respect to securities in the Euroclear system. All securities in
the Euroclear system are held on a fungible basis without attribution of
specific securities to specific securities clearance accounts. The Euroclear
Operator acts under the Euroclear Terms and Conditions only on behalf of member
organizations of Euroclear and has no record of or relationship with persons
holding through those member organizations.

     The information in this prospectus concerning DTC, Euroclear and
Clearstream, and their book-entry systems, has been obtained from sources
believed to be reliable, but we do not take any responsibility for the accuracy
or completeness of that information.

     Holding and Transferring Book-Entry Certificates. Purchases of book-entry
certificates under the DTC system must be made by or through, and will be
recorded on the records of, the Financial Intermediary that maintains the
beneficial owner's account for that purpose. In turn, the Financial
Intermediary's ownership of those certificates will be recorded on the records
of DTC or, alternatively, if the Financial Intermediary does not maintain an
account with DTC, on the records of a participating firm that acts as agent for
the Financial Intermediary, whose interest will in turn be recorded on the
records of DTC. A beneficial owner of book-entry certificates must rely on the
foregoing procedures to evidence its beneficial ownership of those certificates.
DTC has no knowledge of the actual beneficial owners of the book-entry
certificates. DTC's records reflect only the identity of the direct participants
to whose accounts those certificates are credited, which may or may not be the
actual beneficial owners. The participants in the DTC system will remain
responsible for keeping account of their holdings on behalf of their customers.

     Transfers between participants in the DTC system will be effected in the
ordinary manner in accordance with DTC's rules and will be settled in same-day
funds. Transfers between direct account


                                      -70-



holders at Euroclear and Clearstream, or between persons or entities
participating indirectly in Euroclear or Clearstream, will be effected in the
ordinary manner in accordance with their respective procedures and in accordance
with DTC's rules.

     Cross-market transfers between direct participants in DTC, on the one hand,
and member organizations at Euroclear or Clearstream, on the other, will be
effected through DTC in accordance with DTC's rules and the rules of Euroclear
or Clearstream, as applicable. These cross-market transactions will require,
among other things, delivery of instructions by the applicable member
organization to Euroclear or Clearstream, as the case may be, in accordance with
the rules and procedures and within deadlines, Brussels time, established in
Euroclear or Clearstream, as the case may be. If the transaction complies with
all relevant requirements, Euroclear or Clearstream, as the case may be, will
then deliver instructions to its depositary to take action to effect final
settlement on its behalf.

     Because of time-zone differences, the securities account of a member
organization of Euroclear or Clearstream purchasing an interest in a global
certificate from a DTC participant that is not a member organization, will be
credited during the securities settlement processing day, which must be a
business day for Euroclear or Clearstream, as the case may be, immediately
following the DTC settlement date. Transactions in interests in a book-entry
certificate settled during any securities settlement processing day will be
reported to the relevant member organization of Euroclear or Clearstream on the
same day. Cash received in Euroclear or Clearstream as a result of sales of
interests in a book-entry certificate by or through a member organization of
Euroclear or Clearstream, as the case may be, to a DTC participant that is not a
member organization will be received with value on the DTC settlement date, but
will not be available in the relevant Euroclear or Clearstream cash account
until the business day following settlement in DTC. The related prospectus
supplement will contain additional information regarding clearance and
settlement procedures for the book-entry certificates and with respect to tax
documentation procedures relating to the book-entry certificates.

     Conveyance of notices and other communications by DTC to DTC participants,
and by DTC participants to Financial Intermediaries and beneficial owners, will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

     Payments on the book-entry certificates will be made to DTC. DTC's practice
is to credit DTC participants' accounts on the related payment date in
accordance with their respective holdings shown on DTC's records, unless DTC has
reason to believe that it will not receive payment on that date. Disbursement of
those payments by DTC participants to Financial Intermediaries and beneficial
owners will be--

     o  governed by standing instructions and customary practices, as is the
        case with securities held for the accounts of customers in bearer form
        or registered in street name, and

     o  the sole responsibility of each of those DTC participants, subject to
        any statutory or regulatory requirements in effect from time to time.

     Under a book-entry system, beneficial owners may receive payments after the
related payment date.

     The only "certificateholder" of book-entry certificates will be DTC or its
nominee. Parties to the governing documents for any series of offered
certificates need not recognize beneficial owners of book-entry certificates as
"certificateholders." The beneficial owners of book-entry certificates will be
permitted to exercise the rights of "certificateholders" only indirectly through
the DTC participants, who in turn will exercise their rights through DTC. We
have been informed that DTC will take action


                                      -71-



permitted to be taken by a "certificateholder" only at the direction of one or
more DTC participants. DTC may take conflicting actions with respect to the
book-entry certificates to the extent that those actions are taken on behalf of
Financial Intermediaries whose holdings include those certificates.

     Because DTC can act only on behalf of DTC participants, who in turn act on
behalf of Financial Intermediaries and beneficial owners of the applicable
book-entry securities, the ability of a beneficial owner to pledge its interest
in a class of book-entry certificates to persons or entities that do not
participate in the DTC system, or otherwise to take actions with respect to its
interest in a class of book-entry certificates, may be limited due to the lack
of a physical certificate evidencing that interest.

     Issuance of Definitive Certificates. Unless we specify otherwise in the
related prospectus supplement, beneficial owners of affected offered
certificates initially issued in book-entry form will not be able to obtain
physical certificates that represent those offered certificates, unless:

     o  we advise the related trustee in writing that DTC is no longer willing
        or able to discharge properly its responsibilities as depository with
        respect to those offered certificates and we are unable to locate a
        qualified successor;

     o  we elect, at our option, to notify DTC of our intent to terminate the
        book-entry system through DTC with respect to those offered certificates
        and, upon notice of such intent from DTC, the participants holding
        beneficial interests in those certificates agree to initiate the
        termination;

     o  or after the occurrence of an Event of Default under the pooling and
        servicing agreement, certificateholders representing a majority in
        principal amount of the offered certificates of any class then
        outstanding advise DTC through Participants in writing that the
        continuation of book-entry system through DTC (or a successor thereto)
        is no longer in the best interest of such certificateholders.

     Upon the occurrence of any of these events described in the prior
paragraph, the trustee or other designated party will be required to notify all
DTC participants, through DTC, of the availability of physical certificates with
respect to the affected offered certificates. Upon surrender by DTC of the
certificate or certificates representing a class of book-entry offered
certificates, together with instructions for registration, the related trustee
or other designated party will be required to issue to the beneficial owners
identified in those instructions physical certificates representing those
offered certificates.

                     DESCRIPTION OF THE GOVERNING DOCUMENTS

GENERAL

     The "Governing Document" for purposes of issuing the offered certificates
of each series will be a pooling and servicing agreement or other similar
agreement or collection of agreements. In general, the parties to the Governing
Document for a series of offered certificates will include us, a trustee, a
master servicer and a special servicer. However, if the related trust assets
include mortgage-backed securities, the Governing Document may include a manager
as a party, but may not include a master servicer, special servicer or other
servicer as a party. We will identify in the related prospectus supplement the
parties to the Governing Document for a series of offered certificates.

     If we so specify in the related prospectus supplement, a party from whom we
acquire mortgage assets or one of its affiliates may perform the functions of
master servicer, special servicer or manager


                                      -72-



for the trust to which we transfer those assets. If we so specify in the related
prospectus supplement, the same person or entity may act as both master servicer
and special servicer for one of our trusts.

     Any party to the Governing Document for a series of offered certificates,
or any of its affiliates, may own certificates issued thereunder. However,
except in limited circumstances, including with respect to required consents to
amendments to the Governing Document for a series of offered certificates,
certificates that are held by the related master servicer, special servicer or
manager will not be allocated voting rights.

     A form of a pooling and servicing agreement has been filed as an exhibit to
the registration statement of which this prospectus is a part. However, the
provisions of the Governing Document for each series of offered certificates
will vary depending upon the nature of the certificates to be issued thereunder
and the nature of the related trust assets. The following summaries describe
select provisions that may appear in the Governing Document for each series of
offered certificates. The prospectus supplement for each series of offered
certificates will provide material additional information regarding the
Governing Document for that series. The summaries in this prospectus do not
purport to be complete, and you should refer to the provisions of the Governing
Document for your offered certificates and, further, to the description of those
provisions in the related prospectus supplement. We will provide a copy of the
Governing Document, exclusive of exhibits, that relates to your offered
certificates, without charge, upon written request addressed to our principal
executive offices specified under "Greenwich Capital Commercial Funding Corp."

ASSIGNMENT OF MORTGAGE ASSETS

     At the time of initial issuance of any series of offered certificates, we
will assign or cause to be assigned to the designated trustee the mortgage
assets and any other assets to be included in the related trust. We will specify
in the related prospectus all material documents to be delivered, and all other
material actions to be taken, by us or any prior holder of the related mortgage
assets in connection with that assignment. We will also specify in the related
prospectus supplement any remedies available to the related certificateholders,
or the related trustee on their behalf, in the event that any of those material
documents are not delivered or any of those other material actions are not taken
as required. Concurrently with that assignment, the related trustee will deliver
to us or our designee the certificates of that series in exchange for the
mortgage assets and the other assets to be included in the related trust.

               Each mortgage asset included in one of our trusts will be
identified in a schedule appearing as an exhibit to the related Governing
Document. That schedule generally will include detailed information about each
mortgage asset transferred to the related trust, including:

     o    in the case of a mortgage loan--

          1.   the address of the related real property,

          2.   the mortgage interest rate and, if applicable, the applicable
               index, gross margin, adjustment date and any rate cap
               information,

          3.   the remaining term to maturity,

          4.   if the mortgage loan is a balloon loan, the remaining
               amortization term, and

          5.   the outstanding principal balance; and


                                      -73-



     o    in the case of a mortgage-backed security--

          1.   the outstanding principal balance, and

          2.   the pass-through rate or coupon rate.

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO MORTGAGE ASSETS

     Unless we state otherwise in the prospectus supplement for any series of
offered certificates, we will, with respect to each mortgage asset in the
related trust, make or assign, or cause to be made or assigned, a limited set of
representations and warranties covering, by way of example:

     o  the accuracy of the information set forth for each mortgage asset on the
        schedule of mortgage assets appearing as an exhibit to the Governing
        Document for that series;

     o  the warranting party's title to each mortgage asset and the authority of
        the warranting party to sell that mortgage asset; and

     o  in the case of a mortgage loan--

        1. the enforceability of the related mortgage note and mortgage,

        2. the existence of title insurance insuring the lien priority of the
           related mortgage, and

        3. the payment status of the mortgage loan.

     We will identify the warranting party, and give a more complete sampling of
the representations and warranties made thereby, in the related prospectus
supplement. We will also specify in the related prospectus supplement any
remedies against the warranting party available to the related
certificateholders, or the related trustee on their behalf, in the event of a
breach of any of those representations and warranties. In most cases, the
warranting party will be a prior holder of the particular mortgage assets.

COLLECTION AND OTHER SERVICING PROCEDURES WITH RESPECT TO MORTGAGE LOANS

     The Governing Document for each series of offered certificates will govern
the servicing and administration of any mortgage loans included in the related
trust.

     In general, the related master servicer and special servicer, directly or
through sub-servicers, will be obligated to service and administer for the
benefit of the related certificateholders the mortgage loans in any of our
trusts. The master servicer and the special servicer will be required to service
and administer those mortgage loans in accordance with applicable law and,
further, in accordance with the terms of the related Governing Document, the
mortgage loans themselves and any instrument of credit support included in that
trust. Subject to the foregoing, the master servicer and the special servicer
will each have full power and authority to do any and all things in connection
with that servicing and administration that it may deem necessary and desirable.

     As part of its servicing duties, each of the master servicer and the
special servicer for one of our trusts will be required to make reasonable
efforts to collect all payments called for under the terms and provisions of the
related mortgage loans that it services. In general, each of the master servicer
and the special servicer for one of our trusts will be obligated to follow those
collection procedures as are consistent with the servicing standard set forth in
the related Governing Document.

                                      -74-



     Consistent with the foregoing, the master servicer and the special servicer
will each be permitted, in its discretion, to waive any default interest or late
payment charge in connection with collecting a late payment on any defaulted
mortgage loan that it is responsible for servicing.

     The master servicer and/or the special servicer for one or our trusts,
directly or through sub-servicers, will also be required to perform various
other customary functions of a servicer of comparable loans, including:

     o  maintaining escrow or impound accounts for the payment of taxes,
        insurance premiums, ground rents and similar items, or otherwise
        monitoring the timely payment of those items;

     o  ensuring that the related properties are properly insured; attempting to
        collect delinquent payments;

     o  supervising foreclosures; negotiating modifications;

     o  responding to borrower requests for partial releases of the encumbered
        property, easements, consents to alteration or demolition and similar
        matters;

     o  protecting the interests of certificateholders with respect to senior
        lienholders;

     o  conducting inspections of the related real properties on a periodic or
        other basis;

     o  collecting and evaluating financial statements for the related real
        properties;

     o  managing or overseeing the management of real properties acquired on
        behalf of the trust through foreclosure, deed-in-lieu of foreclosure or
        otherwise; and

     o  maintaining servicing records relating to mortgage loans in the trust.

     We will specify in the related prospectus supplement when, and the extent
to which, servicing of a mortgage loan is to be transferred from a master
servicer to a special servicer. In general, a special servicer for any of our
trusts will be responsible for the servicing and administration of:

     o  mortgage loans that are delinquent with respect to a specified number of
        scheduled payments;

     o  mortgage loans as to which there is a material non-monetary default;

     o  mortgage loans as to which the related borrower has--

        1. entered into or consented to bankruptcy, appointment of a receiver or
           conservator or similar insolvency proceeding, or

        2. become the subject of a decree or order for such a proceeding which
           has remained in force undischarged or unstayed for a specified number
           of days; and

     o  real properties acquired as part of the trust with respect to defaulted
        mortgage loans.

     The related Governing Document may also may provide that if a default on a
mortgage loan in the related trust has occurred or, in the judgment of the
related master servicer, a payment default is reasonably foreseeable, the
related master servicer may elect to transfer the servicing of that mortgage
loan, in whole or in part, to the related special servicer. When the
circumstances no longer warrant a special servicer's continuing to service a
particular mortgage loan, such as when the related borrower is paying in
accordance with the forbearance arrangement entered into between the special
servicer and that borrower, the master servicer will generally resume the
servicing duties with respect to the particular mortgage loan.


                                      -75-



     A borrower's failure to make required mortgage loan payments may mean that
operating income from the related real property is insufficient to service the
mortgage debt, or may reflect the diversion of that income from the servicing of
the mortgage debt. In addition, a borrower that is unable to make mortgage loan
payments may also be unable to make timely payment of taxes and otherwise to
maintain and insure the related real property. In general, with respect to each
series of offered certificates, the related special servicer will be required to
monitor any mortgage loan in the related trust that is in default, evaluate
whether the causes of the default can be corrected over a reasonable period
without significant impairment of the value of the related real property,
initiate corrective action in cooperation with the mortgagor if cure is likely,
inspect the related real property and take any other actions as it deems
necessary and appropriate. A significant period of time may elapse before a
special servicer is able to assess the success of any corrective action or the
need for additional initiatives. The time within which a special servicer can--

     o  make the initial determination of appropriate action,

     o  evaluate the success of corrective action,

     o  develop additional initiatives,

     o  institute foreclosure proceedings and actually foreclose, or

     o  accept a deed to a real property in lieu of foreclosure, on behalf of
        the certificateholders of the related series,

may vary considerably depending on the particular mortgage loan, the related
real property, the borrower, the presence of an acceptable party to assume the
mortgage loan and the laws of the jurisdiction in which the related real
property is located. If a borrower files a bankruptcy petition, the special
servicer may not be permitted to accelerate the maturity of the defaulted loan
or to foreclose on the related real property for a considerable period of time.
See "Legal Aspects of Mortgage Loans--Bankruptcy Laws."

     A special servicer for one of our trusts may also perform limited duties
with respect to mortgage loans in that trust for which the related master
servicer is primarily responsible, such as--

     o  performing property inspections and collecting, and

     o  evaluating financial statements.

     A master servicer for one of our trusts may perform limited duties with
respect to any mortgage loan in that trust for which the related special
servicer is primarily responsible, such as--

     o  continuing to receive payments on the mortgage loan,

     o  making calculations with respect to the mortgage loan, and

     o  making remittances and preparing reports to the related trustee and/or
        certificateholders with respect to the mortgage loan.

     The duties of the master servicer and special servicer for your series will
be more fully described in the related prospectus supplement.

     Unless we state otherwise in the related prospectus supplement, the master
servicer for your series will be responsible for filing and settling claims with
respect to particular mortgage loans for your series under any applicable
instrument of credit support. See "Description of Credit Support" in this
prospectus.

                                      -76-



SUB-SERVICERS

     A master servicer or special servicer may delegate its servicing
obligations to one or more third-party servicers or sub-servicers. However,
unless we specify otherwise in the related prospectus supplement, the master
servicer or special servicer will remain obligated under the related Governing
Document. Each sub-servicing agreement between a master servicer or special
servicer, as applicable, and a sub-servicer must provide for servicing of the
applicable mortgage loans consistent with the related Governing Document. Any
master servicer and special servicer for one of our trusts will each be required
to monitor the performance of sub-servicers retained by it.

     Unless we specify otherwise in the related prospectus supplement, any
master servicer or special servicer for one of our trusts will be solely liable
for all fees owed by it to any sub-servicer, regardless of whether the master
servicer's or special servicer's compensation under the related Governing
Document is sufficient to pay those fees. Each sub-servicer will be entitled to
reimbursement from the master servicer or special servicer, as the case may be,
that retained it, for expenditures which it makes, generally to the same extent
the master servicer or special servicer would be reimbursed under the related
Governing Document.

COLLECTION OF PAYMENTS ON MORTGAGE-BACKED SECURITIES

     Unless we specify otherwise in the related prospectus supplement, if a
mortgage-backed security is included among the trust assets underlying any
series of offered certificates, then--

     o  that mortgage-backed security will be registered in the name of the
        related trustee or its designee;

     o  the related trustee will receive payments on that mortgage-backed
        security; and

     o  subject to any conditions described in the related prospectus
        supplement, the related trustee or a designated manager will, on behalf
        and at the expense of the trust, exercise all rights and remedies with
        respect to that mortgaged-backed security, including the prosecution of
        any legal action necessary in connection with any payment default.

MATTERS REGARDING THE MASTER SERVICER, THE SPECIAL SERVICER, THE MANAGER AND US

        Unless we specify otherwise in the related prospectus supplement, no
master servicer, special servicer or manager for any of our trusts may resign
from its obligations in that capacity, except upon--

     o  the appointment of, and the acceptance of that appointment by, a
        successor to the resigning party and receipt by the related trustee of
        written confirmation from each applicable rating agency that the
        resignation and appointment will not result in a withdrawal or downgrade
        of any rating assigned by that rating agency to any class of
        certificates of the related series, or

     o  a determination that those obligations are no longer permissible under
        applicable law or are in material conflict by reason of applicable law
        with any other activities carried on by the resigning party.

        In general, no resignation will become effective until the related
trustee or other successor has assumed the obligations and duties of the
resigning master servicer, special servicer or manager, as the case may be.

                                      -77-


     With respect to each series of offered certificates, we and the related
master servicer, special servicer and/or manager, if any, will, in each case, be
obligated to perform only those duties specifically required under the related
Governing Document.

     In no event will we, any master servicer, special servicer or manager for
one of our trusts, or any of our or their respective members, managers,
directors, officers, employees or agents, be under any liability to that trust
or the related certificateholders for any action taken, or not taken, in good
faith under the related Governing Document or for errors in judgment. Neither we
nor any of those other persons or entities will be protected, however, against
any liability that would otherwise be imposed by reason of--

     o  willful misfeasance, bad faith or gross negligence in the performance of
        obligations or duties under the Governing Document for any series of
        offered certificates, or

     o  reckless disregard of those obligations and duties.

     Furthermore, the Governing Document for each series of offered certificates
will entitle us, the master servicer, special servicer and/or manager for the
related trust, and our and their respective members, managers, directors,
officers, employees and agents, to indemnification out of the related trust
assets for any loss, liability or expense incurred in connection with any legal
action or claim that relates to that Governing Document or series of offered
certificates or to the related trust. The indemnification will not extend,
however, to any loss, liability or expense:

     o  specifically required to be borne by the relevant party, without right
        of reimbursement, under the terms of that Governing Document;

     o  incurred in connection with any legal action or claim against the
        relevant party resulting from any breach of a representation or warranty
        made in that Governing Document; or

     o  incurred in connection with any legal action or claim against the
        relevant party resulting from any willful misfeasance, bad faith or
        gross negligence in the performance of obligations or duties under that
        Governing Document or reckless disregard of those obligations and
        duties.

     Neither we nor any master servicer, special servicer or manager for the
related trust will be under any obligation to appear in, prosecute or defend any
legal action unless:

     o  the action is related to the respective responsibilities of that party
        under the Governing Document for the affected series of offered
        certificates; and

     o  either--

        1. that party is specifically required to bear the expense of the
           action, or

        2. the action will not, in its opinion, involve that party in any
           ultimate expense or liability for which it would not be reimbursed
           under the Governing Document for the affected series of offered
           certificates.

     However, we and each of those other parties may undertake any legal action
that may be necessary or desirable with respect to the enforcement or protection
of the rights and duties of the parties to the Governing Document for any series
of offered certificates and the interests of the certificateholders of that
series under that Governing Document. In that event, the legal expenses and
costs of the action, and any liability resulting from the action, will be
expenses, costs and liabilities of the related trust and payable out of related
trust assets.

                                      -78-



     With limited exception, any person or entity--

     o  into which we or any related master servicer, special servicer or
        manager may be merged or consolidated, or

     o  resulting from any merger or consolidation to which we or any related
        master servicer, special servicer or manager is a party, or

     o  succeeding to our business or the business of any related master
        servicer, special servicer or manager,

will be the successor of us or that master servicer, special servicer or
manager, as the case may be, under the Governing Document for a series of
offered certificates.

     The compensation arrangements with respect to any master servicer, special
servicer or manager for any of our trusts will be set forth in the related
prospectus supplement. In general, that compensation will be payable out of the
related trust assets.

EVENTS OF DEFAULT

     We will identify in related prospectus supplement the various events of
default under the Governing Document for each series of offered certificates for
which any related master servicer, special servicer or manager may be terminated
in that capacity.

AMENDMENT

    The Governing Document for each series of offered certificates may be
amended by the parties thereto, without the consent of any of the holders of
those certificates, or of any non-offered certificates of the same series, for
the following reasons:

          1.   to cure any ambiguity;

          2.   to correct, modify or supplement any provision in the Governing
               Document which may be inconsistent with any other provision in
               that document or with the description of that document set forth
               in this prospectus or the related prospectus supplement;

          3.   to add any other provisions with respect to matters or questions
               arising under the Governing Document that are not inconsistent
               with the existing provisions of that document;

          4.   to the extent applicable, to relax or eliminate any requirement
               under the Governing Document imposed by the provisions of the
               Internal Revenue Code relating to REMICs or grantor trusts if the
               provisions of the Internal Revenue Code are amended or clarified
               so as to allow for the relaxation or elimination of that
               requirement;

          5.   to relax or eliminate any requirement under the Governing
               Document imposed by the Securities Act of 1933, as amended, or
               the rules under that Act if that Act or those rules are amended
               or clarified so as to allow for the relaxation or elimination of
               that requirement;

          6.   to comply with any requirements imposed by the Internal Revenue
               Code or any final, temporary or, in some cases, proposed
               regulation, revenue ruling, revenue procedure or other written
               official announcement or interpretation relating to federal
               income tax laws,


                                      -79-



               or to avoid a prohibited transaction or reduce the incidence of
               any tax that would arise from any actions taken with respect to
               the operation of any REMIC or grantor trust created under the
               Governing Document;

          7.   to the extent applicable, to modify, add to or eliminate the
               transfer restrictions relating to the certificates which are
               residual interests in a REMIC; or

          8.   to otherwise modify or delete existing provisions of the
               Governing Document.

        However, no such amendment of the Governing Document for any series of
offered certificates, that is covered solely by clauses 3. or 8. above, may
adversely affect in any material respect the interests of any holders of offered
or non-offered certificates of that series. In addition, no such amendment may
significantly change the activities of the related trust.

        In general, the Governing Document for a series of offered certificates
may also be amended by the parties to that document, with the consent of the
holders of offered and non-offered certificates representing, in total, not less
than 66 2/3%, or any other percentage specified in the related prospectus
supplement, of all the voting rights allocated to those classes of that series
that are affected by the amendment. However, the Governing Document for a series
of offered certificates may not be amended to--

     o  reduce in any manner the amount of, or delay the timing of, payments
        received on the related mortgage assets which are required to be
        distributed on any offered or non-offered certificate of that series
        without the consent of the holder of that certificate; or

     o  adversely affect in any material respect the interests of the holders of
        any class of offered or non-offered certificates of that series in any
        other manner without the consent of the holders of all certificates of
        that class; or

     o  significantly change the activities of the trust without the consent of
        the holders of offered and/or non-offered certificates representing, in
        total, not less than 51% of the voting rights for that series, not
        taking into account certificates of that series held by us or any of our
        affiliates or agents; or

     o  modify the provisions of the Governing Document relating to amendments
        of that document without the consent of the holders of all offered and
        non-offered certificates of that series then outstanding; or

     o  modify the specified percentage of voting rights which is required to be
        held by certificateholders to consent, approve or object to any
        particular action under the Governing Document without the consent of
        the holders of all offered and non-offered certificates of that series
        then outstanding.

LIST OF CERTIFICATEHOLDERS

        Upon written request of three or more certificateholders of record of
any series made for purposes of communicating with other holders of certificates
of the same series with respect to their rights under the related Governing
Document, the related trustee or other certificate registrar of that series will
afford the requesting certificateholders access during normal business hours to
the most recent list of certificateholders of that series. However, the trustee
may first require a copy of the communication that the requesting
certificateholders proposed to send.


                                      -80-



THE TRUSTEE

     The trustee for each series of offered certificates will be named in the
related prospectus supplement. The commercial bank, banking association, banking
corporation or trust company that serves as trustee for any series of offered
certificates may have typical banking relationships with the us and our
affiliates and with any of the other parties to the related Governing Document
and its affiliates.

DUTIES OF THE TRUSTEE

     The trustee for each series of offered certificates will not--

     o  make any representation as to the validity or sufficiency of those
        certificates, the related Governing Document or any underlying mortgage
        asset or related document, or

     o  be accountable for the use or application by or on behalf of any other
        party to the related Governing Document of any funds paid to that party
        with respect to those certificates or the underlying mortgage assets.

     If no event of default has occurred and is continuing under the related
Governing Document, the trustee for each series of offered certificates will be
required to perform only those duties specifically required under the related
Governing Document. However, upon receipt of any of the various certificates,
reports or other instruments required to be furnished to it under the related
Governing Document, the trustee must examine those documents and determine
whether they conform to the requirements of that Governing Document.

MATTERS REGARDING THE TRUSTEE

     As and to the extent described in the related prospectus supplement, the
fees and normal disbursements of the trustee for any series of offered
certificates may be the expense of the related master servicer or other
specified person or may be required to be paid by the related trust assets.

     The trustee for each series of offered certificates and each of its
directors, officers, employees and agents will be entitled to indemnification,
out of related trust assets, for any loss, liability or expense incurred by that
trustee or any of those other persons in connection with that trustee's
acceptance or administration of its trusts under the related Governing Document.
However, the indemnification of a trustee or any of its directors, officers,
employees and agents will not extend to any loss, liability or expense incurred
by reason of willful misfeasance, bad faith or gross negligence on the part of
the trustee in the performance of its obligations and duties under the related
Governing Document.

     No trustee for any series of offered certificates will be liable for any
action reasonably taken, suffered or omitted by it in good faith and believed by
it to be authorized by the related Governing Document.

     No trustee for any series of offered certificates will be under any
obligation to exercise any of the trusts or powers vested in it by the related
Governing Document or to institute, conduct or defend any litigation under or in
relation to that Governing Document at the request, order or direction of any of
the certificateholders of that series, unless those certificateholders have
offered the trustee reasonable security or indemnity against the costs, expenses
and liabilities that may be incurred as a result.

     No trustee for any series of offered certificates will be required to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties under the related Governing


                                      -81-



Document, or in the exercise of any of its rights or powers, if it has
reasonable grounds for believing that repayment of those funds or adequate
indemnity against that risk or liability is not reasonably assured to it.

     The trustee for each series of offered certificates will be entitled to
execute any of its trusts or powers and perform any of its duties under the
related Governing Document, either directly or by or through agents or
attorneys. The trustee will not be responsible for any willful misconduct or
gross negligence on the part of any agent or attorney appointed by it with due
care.

RESIGNATION AND REMOVAL OF THE TRUSTEE

     The trustee for any series of offered certificates may resign at any time.
We will be obligated to appoint a successor to a resigning trustee. We may also
remove the trustee for any series of offered certificates if that trustee ceases
to be eligible to continue as such under the related Governing Document or if
that trustee becomes insolvent. Unless we indicate otherwise in the related
prospectus supplement, the trustee for any series of offered certificates may
also be removed at any time by the holders of the offered and non-offered
certificates of that series evidencing not less than 51%, or any other
percentage specified in the related prospectus supplement, of the voting rights
for that series. However, if the removal was without cause, the
certificateholders effecting the removal may be responsible for any costs and
expenses incurred by the terminated trustee in connection with its removal. Any
resignation or removal of a trustee and appointment of a successor trustee will
not become effective until acceptance of the appointment by the successor
trustee.

                          DESCRIPTION OF CREDIT SUPPORT

GENERAL

     Credit support may be provided with respect to one or more classes of the
offered certificates of any series or with respect to the related mortgage
assets. That credit support may be in the form of any of the following:

     o  the subordination of one or more other classes of certificates of the
        same series;

     o  the use of a letter of credit, a surety bond, an insurance policy or a
        guarantee;

     o  the establishment of one or more reserve funds; or

     o  any combination of the foregoing.

     If and to the extent described in the related prospectus supplement, any of
the above forms of credit support may provide credit enhancement for non-offered
certificates, as well as offered certificates, or for more than one series of
certificates.

     If you are the beneficiary of any particular form of credit support, that
credit support may not protect you against all risks of loss and will not
guarantee payment to you of all amounts to which you are entitled under your
offered certificates. If losses or shortfalls occur that exceed the amount
covered by that credit support or that are of a type not covered by that credit
support, you will bear your allocable share of deficiencies. Moreover, if that
credit support covers the offered certificates of more than one class or series
and total losses on the related mortgage assets exceed the amount of that credit
support, it is possible that the holders of offered certificates of other
classes and/or series will be disproportionately benefited by that credit
support to your detriment.


                                      -82-



     If you are the beneficiary of any particular form of credit support, we
will include in the related prospectus supplement a description of the
following:

     o  the nature and amount of coverage under that credit support;

     o  any conditions to payment not otherwise described in this prospectus;

     o  any conditions under which the amount of coverage under that credit
        support may be reduced and under which that credit support may be
        terminated or replaced; and

     o  the material provisions relating to that credit support.

     Additionally, we will set forth in the related prospectus supplement
information with respect to the obligor, if any, under any instrument of credit
support.

SUBORDINATE CERTIFICATES

     If and to the extent described in the related prospectus supplement, one or
more classes of certificates of any series may be subordinate to one or more
other classes of certificates of that series. If you purchase subordinate
certificates, your right to receive payments out of collections and advances on
the related trust assets on any payment date will be subordinated to the
corresponding rights of the holders of the more senior classes of certificates.
If and to the extent described in the related prospectus supplement, the
subordination of a class of certificates may not cover all types of losses or
shortfalls. In the related prospectus supplement, we will set forth information
concerning the method and amount of subordination provided by a class or classes
of subordinate certificates in a series and the circumstances under which that
subordination will be available.

     If the mortgage assets in any trust established by us are divided into
separate groups, each supporting a separate class or classes of certificates of
the related series, credit support may be provided by cross-support provisions
requiring that payments be made on senior certificates evidencing interests in
one group of those mortgage assets prior to payments on subordinate certificates
evidencing interests in a different group of those mortgage assets. We will
describe in the related prospectus supplement the manner and conditions for
applying any cross-support provisions.

INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS

     The mortgage loans included in any trust established by us may be covered
for some default risks by insurance policies or guarantees. If so, we will
describe in the related prospectus supplement the nature of those default risks
and the extent of that coverage.

LETTERS OF CREDIT

     If and to the extent described in the related prospectus supplement,
deficiencies in amounts otherwise payable on a series of offered certificates or
select classes of those certificates will be covered by one or more letters of
credit, issued by a bank or other financial institution specified in the related
prospectus supplement. The issuer of a letter of credit will be obligated to
honor draws under that letter of credit in a total fixed dollar amount, net of
unreimbursed payments under the letter of credit, generally equal to a
percentage specified in the related prospectus supplement of the total principal
balance of some or all of the related mortgage assets as of the date the related
trust was formed or of the initial total principal balance of one or more
classes of certificates of the applicable series. The letter of credit may
permit draws only in the event of select types of losses and shortfalls. The
amount available under the letter of credit will, in all cases, be reduced to
the extent of the unreimbursed payments thereunder and may otherwise be reduced
as described in the related prospectus supplement. The


                                      -83-



obligations of the letter of credit issuer under the letter of credit for any
series of offered certificates will expire at the earlier of the date specified
in the related prospectus supplement or the termination of the related trust.

CERTIFICATE INSURANCE AND SURETY BONDS

     If and to the extent described in the related prospectus supplement,
deficiencies in amounts otherwise payable on a series of offered certificates or
select classes of those certificates will be covered by insurance policies or
surety bonds provided by one or more insurance companies or sureties. Those
instruments may cover, with respect to one or more classes of the offered
certificates of the related series, timely payments of interest and principal or
timely payments of interest and payments of principal on the basis of a schedule
of principal payments set forth in or determined in the manner specified in the
related prospectus supplement. We will describe in the related prospectus
supplement any limitations on the draws that may be made under any of those
instruments.

RESERVE FUNDS

     If and to the extent described in the related prospectus supplement,
deficiencies in amounts otherwise payable on a series of offered certificates or
select classes of those certificates will be covered, to the extent of available
funds, by one or more reserve funds in which cash, a letter of credit, permitted
investments, a demand note or a combination of the foregoing, will be deposited,
in the amounts specified in the related prospectus supplement. If and to the
extent described in the related prospectus supplement, the reserve fund for the
related series of offered certificates may also be funded over time.

     Amounts on deposit in any reserve fund for a series of offered certificates
will be applied for the purposes, in the manner, and to the extent specified in
the related prospectus supplement. If and to the extent described in the related
prospectus supplement, reserve funds may be established to provide protection
only against select types of losses and shortfalls. Following each payment date
for the related series of offered certificates, amounts in a reserve fund in
excess of any required balance may be released from the reserve fund under the
conditions and to the extent specified in the related prospectus supplement.

CREDIT SUPPORT WITH RESPECT TO MBS

     If and to the extent described in the related prospectus supplement, any
mortgage-backed security included in one of our trusts and/or the mortgage loans
that back that security may be covered by one or more of the types of credit
support described in this prospectus. We will specify in the related prospectus
supplement, as to each of those forms of credit support, the information
indicated above with respect to that mortgage-backed security, to the extent
that the information is material and available.

                         LEGAL ASPECTS OF MORTGAGE LOANS

     Most, if not all, of the mortgage loans underlying a series of offered
certificates will be secured by multifamily and commercial properties in the
United States, its territories and possessions. However, some of those mortgage
loans may be secured by multifamily and commercial properties outside the United
States, its territories and possessions.

     The following discussion contains general summaries of select legal aspects
of mortgage loans secured by multifamily and commercial properties in the United
States. Because these legal aspects are governed by applicable state law, which
may differ substantially from state to state, the summaries do


                                      -84-



not purport to be complete, to reflect the laws of any particular state, or to
encompass the laws of all jurisdictions in which the security for the mortgage
loans underlying the offered certificates is situated. Accordingly, you should
be aware that the summaries are qualified in their entirety by reference to the
applicable laws of those states. See "Description of the Trust Assets--Mortgage
Loans."

     If a significant percentage of mortgage loans underlying a series of
offered certificates, are secured by properties in a particular state, we will
discuss the relevant state laws, to the extent they vary materially from this
discussion, in the related prospectus supplement.

GENERAL

     Each mortgage loan underlying a series of offered certificates will be
evidenced by a note or bond and secured by an instrument granting a security
interest in real property. The instrument granting a security interest in real
property may be a mortgage, deed of trust or a deed to secure debt, depending
upon the prevailing practice and law in the state in which that real property is
located. Mortgages, deeds of trust and deeds to secure debt are often
collectively referred to in this prospectus as "mortgages." A mortgage creates a
lien upon, or grants a title interest in, the real property covered by the
mortgage, and represents the security for the repayment of the indebtedness
customarily evidenced by a promissory note. The priority of the lien created or
interest granted will depend on--

     o  the terms of the mortgage,

     o  the terms of separate subordination agreements or intercreditor
        agreements with others that hold interests in the real property,

     o  the knowledge of the parties to the mortgage, and

     o  in general, the order of recordation of the mortgage in the appropriate
        public recording office.

     However, the lien of a recorded mortgage will generally be subordinate to
later-arising liens for real estate taxes and assessments and other charges
imposed under governmental police powers.

TYPES OF MORTGAGE INSTRUMENTS

     There are two parties to a mortgage--

     o  a mortgagor, who is the owner of the encumbered interest in the real
        property, and

     o  a mortgagee, who is the lender.

     In general, the mortgagor is also the borrower.

     In contrast, a deed of trust is a three-party instrument. The parties to a
     deed of trust are--

     o  the trustor, who is the equivalent of a mortgagor,

     o  the trustee to whom the real property is conveyed, and

     o  the beneficiary for whose benefit the conveyance is made, who is the
        lender.

     Under a deed of trust, the trustor grants the property, irrevocably until
the debt is paid, in trust and generally with a power of sale, to the trustee to
secure repayment of the indebtedness evidenced by the related note.


                                      -85-



     A deed to secure debt typically has two parties. Under a deed to secure
debt, the grantor, who is the equivalent of a mortgagor, conveys title to the
real property to the grantee, who is the lender, generally with a power of sale,
until the debt is repaid.

     Where the borrower is a land trust, there would be an additional party
because legal title to the property is held by a land trustee under a land trust
agreement for the benefit of the borrower. At origination of a mortgage loan
involving a land trust, the borrower may execute a separate undertaking to make
payments on the mortgage note. In no event is the land trustee personally liable
for the mortgage note obligation.

     The mortgagee's authority under a mortgage, the trustee's authority under a
deed of trust and the grantee's authority under a deed to secure debt are
governed by:

     o  the express provisions of the related instrument,

     o  the law of the state in which the real property is located,

     o  various federal laws, and

     o  in some deed of trust transactions, the directions of the beneficiary.

INSTALLMENT CONTRACTS

     The mortgage loans underlying your offered certificates may consist of
installment contracts. Under an installment contract the seller retains legal
title to the property and enters into an agreement with the purchaser for
payment of the purchase price, plus interest, over the term of the installment
contract. Only after full performance by the borrower of the contract is the
seller obligated to convey title to the real estate to the purchaser. During the
period that the installment contract is in effect, the purchaser is generally
responsible for maintaining the property in good condition and for paying real
estate taxes, assessments and hazard insurance premiums associated with the
property.

     The seller's enforcement of an installment contract varies from state to
state. Generally, installment contracts provide that upon a default by the
purchaser, the purchaser loses his or her right to occupy the property, the
entire indebtedness is accelerated, and the purchaser's equitable interest in
the property is forfeited. The seller in this situation does not have to
foreclose in order to obtain title to the property, although in some cases a
quiet title action is in order if the purchaser has filed the installment
contract in local land records and an ejectment action may be necessary to
recover possession. In a few states, particularly in cases of purchaser default
during the early years of an installment contract, the courts will permit
ejectment of the purchaser and a forfeiture of his or her interest in the
property.

     However, most state legislatures have enacted provisions by analogy to
mortgage law protecting borrowers under installment contracts from the harsh
consequences of forfeiture. Under those statutes, a judicial or nonjudicial
foreclosure may be required, the seller may be required to give notice of
default and the borrower may be granted some grace period during which the
contract may be reinstated upon full payment of the default amount and the
purchaser may have a post-foreclosure statutory redemption right. In other
states, courts in equity may permit a purchaser with significant investment in
the property under an installment contract for the sale of real estate to share
in the proceeds of sale of the property after the indebtedness is repaid or may
otherwise refuse to enforce the forfeiture clause. Nevertheless, generally
speaking, the seller's procedures for obtaining possession and clear title under
an installment contract for the sale of real estate in a given state are simpler
and less time-consuming and costly than are the procedures for foreclosing and
obtaining clear title to a mortgaged property.


                                      -86-



LEASES AND RENTS

     A mortgage that encumbers an income-producing property often contains an
assignment of rents and leases and/or may be accompanied by a separate
assignment of rents and leases. Under an assignment of rents and leases, the
borrower assigns to the lender the borrower's right, title and interest as
landlord under each lease and the income derived from each lease. However, the
borrower retains a revocable license to collect the rents, provided there is no
default and the rents are not directly paid to the lender. If the borrower
defaults, the license terminates and the lender is entitled to collect the
rents. Local law may require that the lender take possession of the property
and/or obtain a court-appointed receiver before becoming entitled to collect the
rents.

     In most states, hotel and motel room rates are considered accounts
receivable under the UCC. Room rates are generally pledged by the borrower as
additional security for the loan when a mortgage loan is secured by a hotel or
motel. In general, the lender must file financing statements in order to perfect
its security interest in the room rates and must file continuation statements,
generally every five years, to maintain that perfection. Mortgage loans secured
by hotels or motels may be included in one of our trusts even if the security
interest in the room rates was not perfected or the requisite UCC filings were
allowed to lapse. A lender will generally be required to commence a foreclosure
action or otherwise take possession of the property in order to enforce its
rights to collect the room rates following a default, even if the lender's
security interest in room rates is perfected under applicable nonbankruptcy law.

     In the bankruptcy setting, the lender will be stayed from enforcing its
rights to collect hotel and motel room rates. However, the room rates will
constitute cash collateral and cannot be used by the bankrupt borrower--

     o  without a hearing or the lender's consent, or

     o  unless the lender's interest in the room rates is given adequate
        protection.

For purposes of the foregoing, the adequate protection may include a cash
payment for otherwise encumbered funds or a replacement lien on unencumbered
property, in either case equal in value to the amount of room rates that the
bankrupt borrower proposes to use. See "--Bankruptcy Laws" below.

PERSONALTY

     Some types of income-producing real properties, such as hotels, motels and
nursing homes, may include personal property, which may, to the extent it is
owned by the borrower and not previously pledged, constitute a significant
portion of the property's value as security. The creation and enforcement of
liens on personal property are governed by the UCC. Accordingly, if a borrower
pledges personal property as security for a mortgage loan, the lender generally
must file UCC financing statements in order to perfect its security interest in
the personal property and must file continuation statements, generally every
five years, to maintain that perfection. Mortgage loans secured in part by
personal property may be included in one of our trusts even if the security
interest in the personal property was not perfected or the requisite UCC filings
were allowed to lapse.

FORECLOSURE

     General. Foreclosure is a legal procedure that allows the lender to recover
its mortgage debt by enforcing its rights and available legal remedies under the
mortgage. If the borrower defaults in payment or performance of its obligations
under the note or mortgage, the lender has the right to


                                      -87-



institute foreclosure proceedings to sell the real property security at public
auction to satisfy the indebtedness.

     Foreclosure Procedures Vary From State to State. The two primary methods of
foreclosing a mortgage are--

     o  judicial foreclosure, involving court proceedings, and

     o  nonjudicial foreclosure under a power of sale granted in the mortgage
        instrument.

     Other foreclosure procedures are available in some states, but they are
either infrequently used or available only in limited circumstances.

     A foreclosure action is subject to most of the delays and expenses of other
lawsuits if defenses are raised or counterclaims are interposed. A foreclosure
action sometimes requires several years to complete.

     Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the mortgaged property. Generally, a lender
initiates the action by the service of legal pleadings upon--

     o  all parties having a subordinate interest of record in the real
        property, and

     o  all parties in possession of the property, under leases or otherwise,
        whose interests are subordinate to the mortgage.

        Delays in completion of the foreclosure may occasionally result from
difficulties in locating defendants. When the lender's right to foreclose is
contested, the legal proceedings can be time-consuming. The court generally
issues a judgment of foreclosure and appoints a referee or other officer to
conduct a public sale of the mortgaged property upon successful completion of a
judicial foreclosure proceeding. The proceeds of that public sale are used to
satisfy the judgment. The procedures that govern these public sales vary from
state to state.

        Equitable and Other Limitations on Enforceability of Particular
Provisions. United States courts have traditionally imposed general equitable
principles to limit the remedies available to lenders in foreclosure actions.
These principles are generally designed to relieve borrowers from the effects of
mortgage defaults perceived as harsh or unfair. Relying on these principles, a
court may:

     o  alter the specific terms of a loan to the extent it considers necessary
        to prevent or remedy an injustice, undue oppression or overreaching;

     o  require the lender to undertake affirmative actions to determine the
        cause of the borrower's default and the likelihood that the borrower
        will be able to reinstate the loan;

     o  require the lender to reinstate a loan or recast a payment schedule in
        order to accommodate a borrower that is suffering from a temporary
        financial disability; or

     o  limit the right of the lender to foreclose in the case of a nonmonetary
        default, such as--

        1. a failure to adequately maintain the mortgaged property, or

        2. an impermissible further encumbrance of the mortgaged property.


                                      -88-



     Some courts have addressed the issue of whether federal or state
constitutional provisions reflecting due process concerns for adequate notice
require that a borrower receive notice in addition to statutorily-prescribed
minimum notice. For the most part, these cases have--

     o  upheld the reasonableness of the notice provisions, or

     o  found that a public sale under a mortgage providing for a power of sale
        does not involve sufficient state action to trigger constitutional
        protections.

     In addition, some states may have statutory protection such as the right of
the borrower to reinstate its mortgage loan after commencement of foreclosure
proceedings but prior to a foreclosure sale.

     Nonjudicial Foreclosure/Power of Sale. In states permitting nonjudicial
foreclosure proceedings, foreclosure of a deed of trust is generally
accomplished by a nonjudicial trustee's sale under a power of sale typically
granted in the deed of trust. A power of sale may also be contained in any other
type of mortgage instrument if applicable law so permits. A power of sale under
a deed of trust allows a nonjudicial public sale to be conducted generally
following--

     o  a request from the beneficiary/lender to the trustee to sell the
        property upon default by the borrower, and

     o  notice of sale is given in accordance with the terms of the deed of
        trust and applicable state law.

     In some states, prior to a nonjudicial public sale, the trustee under the
deed of trust must--

     o  record a notice of default and notice of sale, and

     o  send a copy of those notices to the borrower and to any other party who
        has recorded a request for a copy of them.

In addition, in some states, the trustee must provide notice to any other party
having an interest of record in the real property, including junior lienholders.
A notice of sale must be posted in a public place and, in most states, published
for a specified period of time in one or more newspapers. Some states require a
reinstatement period during which the borrower or junior lienholder may have the
right to cure the default by paying the entire actual amount in arrears, without
regard to the acceleration of the indebtedness, plus the lender's expenses
incurred in enforcing the obligation. In other states, the borrower or the
junior lienholder has only the right to pay off the entire debt to prevent the
foreclosure sale. Generally, state law governs the procedure for public sale,
the parties entitled to notice, the method of giving notice and the applicable
time periods.

     Public Sale. A third party may be unwilling to purchase a mortgaged
property at a public sale because of--

     o  the difficulty in determining the exact status of title to the property
        due to, among other things, redemption rights that may exist, and

     o  the possibility that physical deterioration of the property may have
        occurred during the foreclosure proceedings.

     As a result of the foregoing, it is common for the lender to purchase the
mortgaged property and become its owner, subject to the borrower's right in some
states to remain in possession during a redemption period. In that case, the
lender will have both the benefits and burdens of ownership,


                                      -89-



including the obligation to pay debt service on any senior mortgages, to pay
taxes, to obtain casualty insurance and to make repairs necessary to render the
property suitable for sale. The costs of operating and maintaining a commercial
or multifamily residential property may be significant and may be greater than
the income derived from that property. The lender also will commonly obtain the
services of a real estate broker and pay the broker's commission in connection
with the sale or lease of the property. Whether, the ultimate proceeds of the
sale of the property equal the lender's investment in the property depends upon
market conditions. Moreover, because of the expenses associated with acquiring,
owning and selling a mortgaged property, a lender could realize an overall loss
on the related mortgage loan even if the mortgaged property is sold at
foreclosure, or resold after it is acquired through foreclosure, for an amount
equal to the full outstanding principal amount of the loan plus accrued
interest.

     The holder of a junior mortgage that forecloses on a mortgaged property
does so subject to senior mortgages and any other prior liens. In addition, it
may be obliged to keep senior mortgage loans current in order to avoid
foreclosure of its interest in the property. Furthermore, if the foreclosure of
a junior mortgage triggers the enforcement of a due-on-sale clause contained in
a senior mortgage, the junior mortgagee could be required to pay the full amount
of the senior mortgage indebtedness or face foreclosure.

     Rights of Redemption. The purposes of a foreclosure action are--

     o  to enable the lender to realize upon its security, and

     o  to bar the borrower, and all persons who have interests in the property
        that are subordinate to that of the foreclosing lender, from exercising
        their equity of redemption.

     The doctrine of equity of redemption provides that, until the property
encumbered by a mortgage has been sold in accordance with a properly conducted
foreclosure and foreclosure sale, those having interests that are subordinate to
that of the foreclosing lender have an equity of redemption and may redeem the
property by paying the entire debt with interest. Those having an equity of
redemption must generally be made parties to the foreclosure proceeding in order
for their equity of redemption to be terminated.

     The equity of redemption is a common-law, nonstatutory right which should
be distinguished from post-sale statutory rights of redemption. In some states,
the borrower and foreclosed junior lienors are given a statutory period in which
to redeem the property after sale under a deed of trust or foreclosure of a
mortgage. In some states, statutory redemption may occur only upon payment of
the foreclosure sale price. In other states, redemption may be permitted if the
former borrower pays only a portion of the sums due. A statutory right of
redemption will diminish the ability of the lender to sell the foreclosed
property because the exercise of a right of redemption would defeat the title of
any purchaser through a foreclosure. Consequently, the practical effect of the
redemption right is to force the lender to maintain the property and pay the
expenses of ownership until the redemption period has expired. In some states, a
post-sale statutory right of redemption may exist following a judicial
foreclosure, but not following a trustee's sale under a deed of trust.

     One Action Rule. Several states (including California) have laws that
prohibit more than one "judicial action" to enforce a mortgage obligation, and
some courts have construed the term "judicial action" broadly. Accordingly, in
the case of a multi-property mortgage loan that is secured by mortgaged
properties located in multiple states, the special servicer may be required to
foreclose first on properties located in states where "one action" rules apply
(and where non-judicial foreclosure is permitted) before foreclosing on
properties located in states where judicial foreclosure is the only permitted
method of foreclosure.


                                      -90-



     Anti-Deficiency Legislation. Some or all of the mortgage loans underlying a
series of offered certificates may be nonrecourse loans. Recourse in the case of
a default on a non-recourse mortgage loan will be limited to the mortgaged
property and any other assets that were pledged to secure the mortgage loan.
However, even if a mortgage loan by its terms provides for recourse to the
borrower's other assets, a lender's ability to realize upon those assets may be
limited by state law. For example, in some states, a lender cannot obtain a
deficiency judgment against the borrower following foreclosure or sale under a
deed of trust. A deficiency judgment is a personal judgment against the former
borrower equal to the difference between the net amount realized upon the public
sale of the real property and the amount due to the lender. Other statutes may
require the lender to exhaust the security afforded under a mortgage before
bringing a personal action against the borrower. In other states, the lender has
the option of bringing a personal action against the borrower on the debt
without first exhausting the security, but in doing so, the lender may be deemed
to have elected a remedy and thus may be precluded from foreclosing upon the
security. Consequently, lenders will usually proceed first against the security
in states where an election of remedy provision exists. Finally, other statutory
provisions limit any deficiency judgment to the excess of the outstanding debt
over the fair market value of the property at the time of the sale. These other
statutory provisions are intended to protect borrowers from exposure to large
deficiency judgments that might result from bidding at below-market values at
the foreclosure sale.

     Leasehold Considerations. Some or all of the mortgage loans underlying a
series of offered certificates may be secured by a mortgage on the borrower's
leasehold interest under a ground lease. Leasehold mortgage loans are subject to
some risks not associated with mortgage loans secured by a lien on the fee
estate of the borrower. The most significant of these risks is that if the
borrower's leasehold were to be terminated upon a lease default, the leasehold
mortgagee would lose its security. This risk may be lessened if the ground
lease:

     o  requires the lessor to give the leasehold mortgagee notices of lessee
        defaults and an opportunity to cure them,

     o  permits the leasehold estate to be assigned to and by the leasehold
        mortgagee or the purchaser at a foreclosure sale, and

     o  contains other protective provisions typically required by prudent
        lenders to be included in a ground lease.

     Some mortgage loans underlying a series of offered certificates, however,
may be secured by ground leases which do not contain these provisions.

     In a recent decision by the United States Court of Appeals for the Seventh
Circuit (Precision Indus. V. Qualitech Steel SBQ, LLC, 327 F.3d 537 (7th Cir.
2003)) the court ruled with respect to an unrecorded lease of real property that
where a statutory sale of the fee interest in leased property occurs under
Section 363(f) of the Bankruptcy Code (11 U.S.C. Section 363(f)) upon the
bankruptcy of a landlord, such sale terminates a lessee's possessory interest in
the property, and the purchaser assumes title free and clear of any interest,
including any leasehold estates. Pursuant to Section 363(e) of the Bankruptcy
Code (11 U.S.C. Section 363(a)), a lessee may request the bankruptcy court to
prohibit or condition the statutory sale of the property so as to provide
adequate protection of the leasehold interests; however, the court ruled that
this provision does not ensure continued possession of the property, but rather
entitles the lessee to compensation for the value of its leasehold interest,
typically from the sale proceeds. While there are certain circumstances under
which a "free and clear" sale under Section 363(f) of the Bankruptcy Code would
not be authorized (including that the lessee could not be compelled in a legal
or equitable proceeding to accept a monetary satisfaction of his possessory
interest, and that none of the other conditions of Section 363(f)(1)-(4) of the
Bankruptcy Code otherwise permits


                                      -91-



the sale), we cannot provide assurances that those circumstances would be
present in any proposed sale of a leased premises. As a result, we cannot
provide assurances that, in the event of a statutory sale of leased property
pursuant to Section 363(f) of the Bankruptcy Doe, the lessee may be able to
maintain possession of the property under the ground lease. In addition, we
cannot provide assurances that the lessee and/or the lender will be able to
recuperate the full value of the leasehold interest in bankruptcy court.

     Cooperative Shares. Some or all of the mortgage loans underlying a series
of offered certificates may be secured by a security interest on the borrower's
ownership interest in shares, and the proprietary leases belonging to those
shares, allocable to cooperative dwelling units that may be vacant or occupied
by nonowner tenants. Loans secured in this manner are subject to some risks not
associated with mortgage loans secured by a lien on the fee estate of a borrower
in real property. Loans secured in this manner typically are subordinate to the
mortgage, if any, on the cooperative's building. That mortgage, if foreclosed,
could extinguish the equity in the building and the proprietary leases of the
dwelling units derived from ownership of the shares of the cooperative. Further,
transfer of shares in a cooperative is subject to various regulations as well as
to restrictions under the Governing Documents of the cooperative. The shares may
be canceled in the event that associated maintenance charges due under the
related proprietary leases are not paid. Typically, a recognition agreement
between the lender and the cooperative provides, among other things, that the
lender may cure a default under a proprietary lease.

     Under the laws applicable in many states, "foreclosure" on cooperative
shares is accomplished by a sale in accordance with the provisions of Article 9
of the UCC and the security agreement relating to the shares. Article 9 of the
UCC requires that a sale be conducted in a commercially reasonable manner, which
may be dependent upon, among other things, the notice given the debtor and the
method, manner, time, place and terms of the sale. Article 9 of the UCC provides
that the proceeds of the sale will be applied first to pay the costs and
expenses of the sale and then to satisfy the indebtedness secured by the
lender's security interest. A recognition agreement, however, generally provides
that the lender's right to reimbursement is subject to the right of the
cooperative corporation to receive sums due under the proprietary leases.

BANKRUPTCY LAWS

     Operation of the U.S. Bankruptcy Code and related state laws may interfere
with or affect the ability of a lender to realize upon collateral or to enforce
a deficiency judgment. For example, under the U.S. Bankruptcy Code, virtually
all actions, including foreclosure actions and deficiency judgment proceedings,
to collect a debt are automatically stayed upon the filing of the bankruptcy
petition. Often, no interest or principal payments are made during the course of
the bankruptcy case. The delay caused by an automatic stay and its consequences
can be significant. Also, under the U.S. Bankruptcy Code, the filing of a
petition in bankruptcy by or on behalf of a junior lienor may stay the senior
lender from taking action to foreclose out the junior lien.

     Under the U.S. Bankruptcy Code, the amount and terms of a mortgage loan
secured by a lien on property of the debtor may be modified provided that
substantive and procedural safeguards protective of the lender are met. A
bankruptcy court may, among other things--

     o  reduce the secured portion of the outstanding amount of the loan to the
        then-current value of the property, thereby leaving the lender a general
        unsecured creditor for the difference between the then-current value of
        the property and the outstanding balance of the loan;


                                      -92-



     o  reduce the amount of each scheduled payment, by means of a reduction in
        the rate of interest and/or an alteration of the repayment schedule,
        with or without affecting the unpaid principal balance of the loan;

     o  extend or shorten the term to maturity of the loan;

     o  permit the bankrupt borrower to cure of the subject loan default by
        paying the arrearage over a number of years; or

     o  permit the bankrupt borrower, through its rehabilitative plan, to
        reinstate the loan payment schedule even if the lender has obtained a
        final judgment of foreclosure prior to the filing of the debtor's
        petition.

     Federal bankruptcy law may also interfere with or affect the ability of a
secured lender to enforce the borrower's assignment of rents and leases related
to the mortgaged property. A lender may be stayed from enforcing the assignment
under the U.S. Bankruptcy Code. In addition, the legal proceedings necessary to
resolve the issue could be time-consuming, and result in delays in the lender's
receipt of the rents. However, recent amendments to the U.S. Bankruptcy Code may
minimize the impairment of the lender's ability to enforce the borrower's
assignment of rents and leases. In addition to the inclusion of hotel revenues
within the definition of cash collateral as noted above, the amendments provide
that a pre-petition security interest in rents or hotel revenues is designed to
overcome those cases holding that a security interest in rents is unperfected
under the laws of some states until the lender has taken some further action,
such as commencing foreclosure or obtaining a receiver prior to activation of
the assignment of rents.

     A borrower's ability to make payment on a mortgage loan may be impaired by
the commencement of a bankruptcy case relating to the tenant under a lease of
the related property. Under the U.S. Bankruptcy Code, the filing of a petition
in bankruptcy by or on behalf of a tenant results in a stay in bankruptcy
against the commencement or continuation of any state court proceeding for--

     o  past due rent,

     o  accelerated rent,

     o  damages, or

     o  a summary eviction order with respect to a default under the lease that
        occurred prior to the filing of the tenant's bankruptcy petition.

     In addition, the U.S. Bankruptcy Code generally provides that a trustee or
debtor-in-possession may, subject to approval of the court:

     o  assume the lease and either retain it or assign it to a third party, or

     o  reject the lease.

     If the lease is assumed, the trustee, debtor-in-possession or assignee, if
applicable, must cure any defaults under the lease, compensate the lessor for
its losses and provide the lessor with adequate assurance of future performance.
These remedies may be insufficient, and any assurances provided to the lessor
may be inadequate. If the lease is rejected, the lessor will be treated, except
potentially to the extent of any security deposit, as an unsecured creditor with
respect to its claim for damages for termination of the lease. The U.S.
Bankruptcy Code also limits a lessor's damages for lease rejection to:

     o  the rent reserved by the lease without regard to acceleration for the
        greater of one year, or 15%, not to exceed three years, of the remaining
        term of the lease, plus

     o  unpaid rent to the earlier of the surrender of the property or the
        lessee's bankruptcy filing.


                                      -93-


ENVIRONMENTAL CONSIDERATIONS

     General. A lender may be subject to environmental risks when taking a
security interest in real property. Of particular concern may be properties that
are or have been used for industrial, manufacturing, military or disposal
activity. Those environmental risks include the possible diminution of the value
of a contaminated property or, as discussed below, potential liability for
clean-up costs or other remedial actions that could exceed the value of the
property or the amount of the lender's loan. In some circumstances, a lender may
decide to abandon a contaminated real property as collateral for its loan rather
than foreclose and risk liability for clean-up costs.

     Superlien Laws. Under the laws of many states, contamination on a property
may give rise to a lien on the property for clean-up costs. In several states,
that lien has priority over all existing liens, including those of existing
mortgages. In these states, the lien of a mortgage may lose its priority to that
superlien.

     CERCLA. The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, imposes strict liability on present and past
"owners" and "operators" of contaminated real property for the costs of
clean-up. A secured lender may be liable as an "owner" or "operator" of a
contaminated mortgaged property if agents or employees of the lender have
participated in the management of the property or the operations of the
borrower. Liability may exist even if the lender did not cause or contribute to
the contamination and regardless of whether the lender has actually taken
possession of the contaminated mortgaged property through foreclosure, deed in
lieu of foreclosure or otherwise. Moreover, liability is not limited to the
original or unamortized principal balance of a loan or to the value of the
property securing a loan. Excluded from CERCLA's definition of "owner" or
"operator," however, is a person who, without participating in the management of
the facility, holds indicia of ownership primarily to protect his security
interest. This is the so called "secured creditor exemption."

     The Asset Conservation, Lender Liability and Deposit Insurance Act of 1996
amended, among other things, the provisions of CERCLA with respect to lender
liability and the secured creditor exemption. The Lender Liability Act offers
substantial protection to lenders by defining the activities in which a lender
can engage and still have the benefit of the secured creditor exemption. In
order for a lender to be deemed to have participated in the management of a
mortgaged property, the lender must actually participate in the operational
affairs of the property of the borrower. The Lender Liability Act provides that
"merely having the capacity to influence, or unexercised right to control"
operations does not constitute participation in management. A lender will lose
the protection of the secured creditor exemption only if--

     o  it exercises decision-making control over a borrower's environmental
        compliance and hazardous substance handling and disposal practices, or

     o  assumes day-to-day management of operational functions of a mortgaged
        property.

     The Lender Liability Act also provides that a lender will continue to have
the benefit of the secured creditor exemption even if it forecloses on a
mortgaged property, purchases it at a foreclosure sale or accepts a deed-in-lieu
of foreclosure, provided that the lender seeks to sell that property at the
earliest practicable commercially reasonable time on commercially reasonable
terms.

     Other Federal and State Laws. Many states have statutes similar to CERCLA,
and not all those statutes provide for a secured creditor exemption. In
addition, under federal law, there is potential


                                      -94-



liability relating to hazardous wastes and underground storage tanks under the
federal Resource Conservation and Recovery Act.

     Some federal, state and local laws, regulations and ordinances govern the
management, removal, encapsulation or disturbance of asbestos-containing
materials. These laws, as well as common law standards, may--

     o  impose liability for releases of or exposure to asbestos-containing
        materials, and

     o  provide for third parties to seek recovery from owners or operators of
        real properties for personal injuries associated with those releases.

     Federal legislation requires owners of residential housing constructed
prior to 1978 to disclose to potential residents or purchasers any known
lead-based paint hazards and will impose treble damages for any failure to
disclose. In addition, the ingestion of lead-based paint chips or dust particles
by children can result in lead poisoning. If lead-based paint hazards exist at a
property, then the owner of that property may be held liable for injuries and
for the costs of removal or encapsulation of the lead-based paint.

     In a few states, transfers of some types of properties are conditioned upon
cleanup of contamination prior to transfer. In these cases, a lender that
becomes the owner of a property through foreclosure, deed in lieu of foreclosure
or otherwise, may be required to clean up the contamination before selling or
otherwise transferring the property.

     Beyond statute-based environmental liability, there exist common law causes
of action related to hazardous environmental conditions on a property, such as
actions based on nuisance or on toxic tort resulting in death, personal injury
or damage to property. While it may be more difficult to hold a lender liable
under common law causes of action, unanticipated or uninsured liabilities of the
borrower may jeopardize the borrower's ability to meet its loan obligations.

     Federal, state and local environmental regulatory requirements change
often. It is possible that compliance with a new regulatory requirement could
impose significant compliance costs on a borrower. These costs may jeopardize
the borrower's ability to meet its loan obligations.

     Additional Considerations. The cost of remediating hazardous substance
contamination at a property can be substantial. If a lender becomes liable, it
can bring an action for contribution against the owner or operator who created
the environmental hazard. However, that individual or entity may be without
substantial assets. Accordingly, it is possible that the costs could become a
liability of the related trust and occasion a loss to the related
certificateholders.

     If the operations on a foreclosed property are subject to environmental
laws and regulations, the lender will be required to operate the property in
accordance with those laws and regulations. This compliance may entail
substantial expense, especially in the case of industrial or manufacturing
properties.

     In addition, a lender may be obligated to disclose environmental conditions
on a property to government entities and/or to prospective buyers, including
prospective buyers at a foreclosure sale or following foreclosure. This
disclosure may decrease the amount that prospective buyers are willing to pay
for the affected property, sometimes substantially.


                                      -95-



DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

     Some or all of the mortgage loans underlying a series of offered
certificates may contain due-on-sale and due-on-encumbrance clauses that purport
to permit the lender to accelerate the maturity of the loan if the borrower
transfers or encumbers the a mortgaged property. In recent years, court
decisions and legislative actions placed substantial restrictions on the right
of lenders to enforce these clauses in many states. However, the Garn-St Germain
Depository Institutions Act of 1982 generally preempts state laws that prohibit
the enforcement of due-on-sale clauses and permits lenders to enforce these
clauses in accordance with their terms, subject to the limitations prescribed in
that Act and the regulations promulgated thereunder.

JUNIOR LIENS; RIGHTS OF HOLDERS OF SENIOR LIENS

     Any of our trusts may include mortgage loans secured by junior liens, while
the loans secured by the related senior liens may not be included in that trust.
The primary risk to holders of mortgage loans secured by junior liens is the
possibility that adequate funds will not be received in connection with a
foreclosure of the related senior liens to satisfy fully both the senior loans
and the junior loan.

     In the event that a holder of a senior lien forecloses on a mortgaged
property, the proceeds of the foreclosure or similar sale will be applied as
follows:

     o  first, to the payment of court costs and fees in connection with the
        foreclosure;

     o  second, to real estate taxes;

     o  third, in satisfaction of all principal, interest, prepayment or
        acceleration penalties, if any, and any other sums due and owing to the
        holder of the senior liens; and

     o  last, in satisfaction of all principal, interest, prepayment and
        acceleration penalties, if any, and any other sums due and owing to the
        holder of the junior mortgage loan. SUBORDINATE FINANCING

     Some mortgage loans underlying a series of offered certificates may not
restrict the ability of the borrower to use the mortgaged property as security
for one or more additional loans, or the restrictions may be unenforceable.
Where a borrower encumbers a mortgaged property with one or more junior liens,
the senior lender is subjected to the following additional risks:

     o  the borrower may have difficulty servicing and repaying multiple loans;

     o  if the subordinate financing permits recourse to the borrower, as is
        frequently the case, and the senior loan does not, a borrower may have
        more incentive to repay sums due on the subordinate loan;

     o  acts of the senior lender that prejudice the junior lender or impair the
        junior lender's security, such as the senior lender's agreeing to an
        increase in the principal amount of or the interest rate payable on the
        senior loan, may create a superior equity in favor of the junior lender;

     o  if the borrower defaults on the senior loan and/or any junior loan or
        loans, the existence of junior loans and actions taken by junior lenders
        can impair the security available to the senior lender and can interfere
        with or delay the taking of action by the senior lender; and the
        bankruptcy of a junior lender may operate to stay foreclosure or similar
        proceedings by the senior lender.



                                      -96-



DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS

     Notes and mortgages may contain provisions that obligate the borrower to
pay a late charge or additional interest if payments are not timely made. They
may also contain provisions that prohibit prepayments for a specified period
and/or condition prepayments upon the borrower's payment of prepayment premium,
fee or charge. In some states, there are or may be specific limitations upon the
late charges that a lender may collect from a borrower for delinquent payments.
Some states also limit the amounts that a lender may collect from a borrower as
an additional charge if the loan is prepaid. In addition, the enforceability of
provisions that provide for prepayment premiums, fees and charges upon an
involuntary prepayment is unclear under the laws of many states.

APPLICABILITY OF USURY LAWS

     Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 provides that state usury limitations shall not apply to various
types of residential, including multifamily, first mortgage loans originated by
particular lenders after March 31, 1980. Title V authorized any state to
reimpose interest rate limits by adopting, before April 1, 1983, a law or
constitutional provision that expressly rejects application of the federal law.
In addition, even where Title V is not rejected, any state is authorized by the
law to adopt a provision limiting discount points or other charges on mortgage
loans covered by Title V. Some states have taken action to reimpose interest
rate limits and/or to limit discount points or other charges.

AMERICANS WITH DISABILITIES ACT

     Under Title III of the Americans with Disabilities Act of 1990 and rules
promulgated thereunder, in order to protect individuals with disabilities,
owners of public accommodations, such as hotels, restaurants, shopping centers,
hospitals, schools and social service center establishments, must remove
architectural and communication barriers which are structural in nature from
existing places of public accommodation to the extent "readily achievable." In
addition, under the ADA, alterations to a place of public accommodation or a
commercial facility are to be made so that, to the maximum extent feasible, the
altered portions are readily accessible to and usable by disabled individuals.
The "readily achievable" standard takes into account, among other factors, the
financial resources of the affected property owner, landlord or other applicable
person. In addition to imposing a possible financial burden on the borrower in
its capacity as owner or landlord, the ADA may also impose requirements on a
foreclosing lender who succeeds to the interest of the borrower as owner or
landlord. Furthermore, because the "readily achievable" standard may vary
depending on the financial condition of the owner or landlord, a foreclosing
lender that is financially more capable than the borrower of complying with the
requirements of the ADA may be subject to more stringent requirements than those
to which the borrower is subject.

SERVICEMEMBERS CIVIL RELIEF ACT

     Under the terms of the Servicemembers Civil Relief Act, as amended, a
borrower who enters military service after the origination of the borrower's
mortgage loan, including a borrower who was in reserve status and is called to
active duty after origination of the mortgage loan, upon notification by such
borrower, may not be charged interest, including fees and charges, above an
annual rate of 6% during the period of the borrower's active duty status. In
addition to adjusting the interest, the lender must forgive any interest above
an annual rate of 6%, unless a court or administrative agency orders otherwise
upon application of the lender. The Relief Act applies to individuals who are
members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast
Guard and officers of the U.S. Public


                                      -97-



Health Service or the National Oceanic and Atmospheric Administration assigned
to duty with the military. Because the Relief Act applies to individuals who
enter military service, including reservists who are called to active duty,
after origination of the related mortgage loan, no information can be provided
as to the number of loans with individuals as borrowers that may be affected by
the Relief Act.

     Application of the Relief Act would adversely affect, for an indeterminate
period of time, the ability of a master servicer or special servicer to collect
full amounts of interest on an affected mortgage loan. Any shortfalls in
interest collections resulting from the application of the Relief Act would
result in a reduction of the amounts payable to the holders of certificates of
the related series, and would not be covered by advances or, unless otherwise
specified in the related prospectus supplement, any form of credit support
provided in connection with the certificates. In addition, the Relief Act
imposes limitations that would impair the ability of a master servicer or
special servicer to foreclose on an affected mortgage loan during the borrower's
period of active duty status and, under some circumstances, during an additional
three month period after the active duty status ceases.

FORFEITURE FOR DRUG, RICO AND MONEY LAUNDERING VIOLATIONS

     Federal law provides that property purchased or improved with assets
derived from criminal activity or otherwise tainted, or used in the commission
of certain offenses, can be seized and ordered forfeited to the United States of
America. The offenses which can trigger such a seizure and forfeiture include,
among others, violations of the Racketeer Influenced and Corrupt Organizations
Act, the Bank Secrecy Act, the anti-money laundering laws and regulations,
including the USA Patriot Act of 2001 and the regulations issued pursuant to
that Act, as well as the narcotic drug laws. In many instances, the United
States may seize the property even before a conviction occurs.

     In the event of a forfeiture proceeding, a lender may be able to establish
its interest in the property by proving that (1) its mortgage was executed and
recorded before the commission of the illegal conduct from which the assets used
to purchase or improve the property were derived or before the commission of any
other crime upon which the forfeiture is based, or (2) the lender, at the time
of the execution of the mortgage, was reasonably without cause to believe that
the property was subject to forfeiture. However, there is no assurance that such
a defense will be successful.

                        FEDERAL INCOME TAX CONSEQUENCES

GENERAL

     This is a general discussion of the material federal income tax
consequences of owning the offered certificates. This discussion is directed to
certificateholders that hold the offered certificates as capital assets within
the meaning of Section 1221 of the Internal Revenue Code. It does not discuss
all federal income tax consequences that may be relevant to owners of offered
certificates, particularly as to investors subject to special treatment under
the Internal Revenue Code, including:

     o  banks,

     o  insurance companies, and

     o  foreign investors.

     Further, this discussion and any legal opinions referred to in this
discussion are based on authorities that can change, or be differently
interpreted, with possible retroactive effect. No rulings


                                      -98-



have been or will be sought from the IRS with respect to any of the federal
income tax consequences discussed below. Accordingly, the IRS may take contrary
positions.

     Investors and preparers of tax returns should be aware that under
applicable Treasury regulations a provider of advice on specific issues of law
is not considered an income tax return preparer unless the advice is--

     o  given with respect to events that have occurred at the time the advice
        is rendered, and

     o  is directly relevant to the determination of an entry on a tax return.

     Accordingly, even if this discussion addresses an issue regarding the tax
treatment of the owner of the offered certificates, investors should consult
their own tax advisors regarding that issue. Investors should do so not only as
to federal taxes, but also as to state and local taxes. See "State and Other Tax
Consequences."

     The following discussion addresses securities of two general types:

     o  REMIC certificates, representing interests in a trust, or a portion of
        the assets of that trust, as to which a specified person or entity will
        make a real estate mortgage investment conduit, or REMIC, election under
        Sections 860A through 860G of the Internal Revenue Code; and

     o  grantor trust certificates, representing interests in a trust, or a
        portion of the assets of that trust, as to which no REMIC election will
        be made.

     We will indicate in the prospectus supplement for each series of offered
certificates whether the related trustee, another party to the related Governing
Document or an agent appointed by that trustee or other party will act as tax
administrator for the related trust. If the related tax administrator is
required to make a REMIC election, we also will identify in the related
prospectus supplement all regular interests, residual interests and/or ownership
interests, as applicable, in the resulting REMIC.

     The following discussion is limited to certificates offered under this
prospectus. In addition, this discussion applies only to the extent that the
related trust holds only mortgage loans. If a trust holds assets other than
mortgage loans, such as mortgage-backed securities, we will disclose in the
related prospectus supplement the tax consequences associated with those other
assets being included. In addition, if agreements other than guaranteed
investment contracts are included in a trust to provide interest rate protection
for the related offered certificates, the anticipated material tax consequences
associated with those agreements also will be discussed in the related
prospectus supplement. See "Description of the Trust Assets--Arrangements
Providing Reinvestment, Interest Rate and Currency Related Protection."

     The following discussion is based in part on the rules governing original
issue discount in Sections 1271-1273 and 1275 of the Internal Revenue Code and
in the Treasury regulations issued under those sections. It is also based in
part on the rules governing REMICs in Sections 860A-860G of the Internal Revenue
Code and in the Treasury regulations issued or proposed under those sections.
The regulations relating to original issue discount do not adequately address
all issues relevant to, and in some instances provide that they are not
applicable to, securities such as the offered certificates.

REMICS

        General. With respect to each series of offered certificates as to which
the related tax administrator will make a REMIC election, our counsel will
deliver its opinion generally to the effect that, assuming compliance with all
provisions of the related Governing Document, and subject to any other
assumptions set forth in the opinion:

        o      the related trust, or the relevant designated portion of the
               trust, will qualify as a REMIC, and

        o      those offered certificates will represent--

               1. regular interests in the REMIC, or

               2. residual interests in the REMIC.

        Any and all offered certificates representing interests in a REMIC will
be either--

        o      REMIC regular certificates, representing regular interests in the
               REMIC, or

        o      REMIC residual certificates, representing residual interests in
               the REMIC.

        If an entity electing to be treated as a REMIC fails to comply with the
ongoing requirements of the Internal Revenue Code for REMIC status, it may lose
its REMIC status. If so, the entity may become taxable as a corporation.
Therefore, the related certificates may not be given the tax treatment
summarized below. Although the Internal Revenue Code authorizes the Treasury
Department to issue regulations providing relief in the event of an inadvertent
termination of REMIC status, the Treasury Department has not done so. Any relief
mentioned above, moreover, may be accompanied by sanctions. These sanctions
could include the imposition of a corporate tax on all or a portion of a trust's
income for the period in which the requirements for REMIC status are not
satisfied. The Governing Document with respect to each REMIC will include
provisions designed to maintain its status as a REMIC under the Internal Revenue
Code.

        Characterization of Investments in REMIC Certificates. Unless we state
otherwise in the related prospectus supplement, the offered certificates that
are REMIC certificates will be treated as--

        o      "real estate assets" within the meaning of Section 856(c)(5)(B)
               of the Internal Revenue Code in the hands of a real estate
               investment trust, and

        o      "loans secured by an interest in real property" or other assets
               described in Section 7701(a)(19)(C) of the Internal Revenue Code
               in the hands of a thrift institution,

in the same proportion that the assets of the related REMIC are so treated.

        However, to the extent that the REMIC assets constitute mortgage loans
on property not used for residential or other prescribed purposes, the related
offered certificates will not be treated as assets qualifying under Section
7701(a)(19)(C). If 95% or more of the assets of the REMIC qualify for any of the
foregoing characterizations at all times during a calendar year, the related
offered certificates will qualify for the corresponding status in their entirety
for that calendar year.


                                     -100-


        In addition, unless otherwise provided in the related prospectus
supplement, offered certificates that are REMIC regular certificates will be
"qualified mortgages" within the meaning of Section 860G(a)(3) of the Internal
Revenue Code in the hands of another REMIC.

        Finally, interest, including original issue discount, on offered
certificates that are REMIC regular certificates, and income allocated to
offered certificates that are REMIC residual certificates, will be interest
described in Section 856(c)(3)(B) of the Internal Revenue Code if received by a
real estate investment trust, to the extent that these certificates are treated
as "real estate assets" within the meaning of Section 856(c)(5)(B) of the
Internal Revenue Code.

        The related tax administrator will determine the percentage of the
REMIC's assets that constitute assets described in the above-referenced sections
of the Internal Revenue Code with respect to each calendar quarter based on the
average adjusted basis of each category of the assets held by the REMIC during
that calendar quarter. The related tax administrator will report those
determinations to certificateholders in the manner and at the times required by
applicable Treasury regulations.

        The assets of the REMIC will include, in addition to mortgage loans--

        o      collections on mortgage loans held pending payment on the related
               offered certificates, and

        o      any property acquired by foreclosure held pending sale, and may
               include amounts in reserve accounts.

        It is unclear whether property acquired by foreclosure held pending
sale, and amounts in reserve accounts, would be considered to be part of the
mortgage loans, or whether these assets otherwise would receive the same
treatment as the mortgage loans for purposes of the above-referenced sections of
the Internal Revenue Code. In addition, in some instances, the mortgage loans
may not be treated entirely as assets described in those sections of the
Internal Revenue Code. If so, we will describe in the related prospectus
supplement those mortgage loans that are characterized differently. The Treasury
regulations do provide, however, that cash received from collections on mortgage
loans held pending payment is considered part of the mortgage loans within the
meaning of Section 856(c)(5)(B) of the Internal Revenue Code, relating to real
estate investment trusts.

        To the extent a REMIC certificate represents ownership of an interest in
a mortgage loan that is secured in part by the related borrower's interest in a
bank account, that mortgage loan is not secured solely by real estate.
Accordingly:

        o      a portion of that certificate may not represent ownership of
               "loans secured by an interest in real property" or other assets
               described in Section 7701(a)(19)(C) of the Internal Revenue Code;

        o      a portion of that certificate may not represent ownership of
               "real estate assets" under Section 856(c)(5)(B) of the Internal
               Revenue Code; and

        o      the interest on that certificate may not constitute "interest on
               obligations secured by mortgages on real property" within the
               meaning of Section 856(c)(3)(B) of the Internal Revenue Code.

        Tiered REMIC Structures. For some series of REMIC certificates, the
related tax administrator may make two or more REMIC elections as to the related
trust for federal income tax purposes. As to each of these series of REMIC
certificates, our counsel will opine that each portion of the related trust as



                                     -101-


to which a REMIC election is to be made will qualify as a REMIC. Each of these
series will be treated as one REMIC solely for purposes of determining:

        o      whether the related REMIC certificates will be "real estate
               assets" within the meaning of Section 856(c)(5)(B) of the
               Internal Revenue Code,

        o      whether the related REMIC certificates will be "loans secured by
               an interest in real property" under Section 7701(a)(19)(C) of the
               Internal Revenue Code, and

        o      whether the interest/income on the related REMIC certificates is
               interest described in Section 856(c)(3)(B) of the Internal
               Revenue Code.

        Taxation of Owners of REMIC Regular Certificates.

        General. Except as otherwise stated in this discussion, the Internal
Revenue Code treats REMIC regular certificates as debt instruments issued by the
REMIC and not as ownership interests in the REMIC or its assets. Holders of
REMIC regular certificates that otherwise report income under the cash method of
accounting must nevertheless report income with respect to REMIC regular
certificates under the accrual method.

        Original Issue Discount. Some REMIC regular certificates may be issued
with original issue discount within the meaning of Section 1273(a) of the
Internal Revenue Code. Any holders of REMIC regular certificates issued with
original issue discount generally will have to include original issue discount
in income as it accrues, in accordance with a constant yield method, prior to
the receipt of the cash attributable to that income. The IRS has issued
regulations under Section 1271 to 1275 of the Internal Revenue Code generally
addressing the treatment of debt instruments issued with original issue
discount. Section 1272(a)(6) of the Internal Revenue Code provides special rules
applicable to the accrual of original issue discount on, among other things,
REMIC regular certificates. The Treasury Department has not issued regulations
under that section. You should be aware, however, that Section 1272(a)(6) and
the regulations under Sections 1271 to 1275 of the Internal Revenue Code do not
adequately address all issues relevant to, or are not applicable to, prepayable
securities such as the offered certificates. We recommend that you consult with
your own tax advisor concerning the tax treatment of your offered certificates.

        The Internal Revenue Code requires, in computing the accrual of original
issue discount on REMIC regular certificates, that a reasonable assumption be
used concerning the rate at which borrowers will prepay the mortgage loans held
by the related REMIC. Further, adjustments must be made in the accrual of that
original issue discount to reflect differences between the prepayment rate
actually experienced and the assumed prepayment rate. The prepayment assumption
is to be determined in a manner prescribed in Treasury regulations that the
Treasury Department has not yet issued. The Committee Report indicates that the
regulations should provide that the prepayment assumption used with respect to a
REMIC regular certificate is determined once, at initial issuance, and must be
the same as that used in pricing. The prepayment assumption used in reporting
original issue discount for each series of REMIC regular certificates will be
consistent with this standard and will be disclosed in the related prospectus
supplement. However, neither we nor any other person will make any
representation that the mortgage loans underlying any series of REMIC regular
certificates will in fact prepay at a rate conforming to the prepayment
assumption or at any other rate or that the IRS will not challenge on audit the
prepayment assumption used.

        The original issue discount, if any, on a REMIC regular certificate will
be the excess of its stated redemption price at maturity over its issue price.



                                     -102-


        The issue price of a particular class of REMIC regular certificates will
be the first cash price at which a substantial amount of those certificates are
sold, excluding sales to bond houses, brokers and underwriters. If less than a
substantial amount of a particular class of REMIC regular certificates is sold
for cash on or prior to the related date of initial issuance of those
certificates, the issue price for that class will be the fair market value of
that class on the date of initial issuance.

        Under the Treasury regulations, the stated redemption price of a REMIC
regular certificate is equal to the total of all payments to be made on that
certificate other than qualified stated interest. Qualified stated interest is
interest that is unconditionally payable at least annually, during the entire
term of the instrument, at:

        o      a single fixed rate,

        o      a "qualified floating rate,"

        o      an "objective rate,"

        o      a combination of a single fixed rate and one or more "qualified
               floating rates,"

        o      a combination of a single fixed rate and one "qualified inverse
               floating rate," or

        o      a combination of "qualified floating rates" that does not operate
               in a manner that accelerates or defers interest payments on the
               REMIC regular certificate.

        In the case of REMIC regular certificates bearing adjustable interest
rates, the determination of the total amount of original issue discount and the
timing of the inclusion of that discount will vary according to the
characteristics of those certificates. If the original issue discount rules
apply to those certificates, we will describe in the related prospectus
supplement the manner in which those rules will be applied with respect to those
certificates in preparing information returns to the certificateholders and the
IRS.

        Some classes of REMIC regular certificates may provide that the first
interest payment with respect to those certificates be made more than one month
after the date of initial issuance, a period that is longer than the subsequent
monthly intervals between interest payments. Assuming the accrual period for
original issue discount is the monthly period that ends on each payment date,
then, as a result of this long first accrual period, some or all interest
payments may be required to be included in the stated redemption price of the
REMIC regular certificate and accounted for as original issue discount. Because
interest on REMIC regular certificates must in any event be accounted for under
an accrual method, applying this analysis would result in only a slight
difference in the timing of the inclusion in income of the yield on the REMIC
regular certificates.

        In addition, if the accrued interest to be paid on the first payment
date is computed with respect to a period that begins prior to the date of
initial issuance, a portion of the purchase price paid for a REMIC regular
certificate will reflect that accrued interest. In those cases, information
returns provided to the certificateholders and the IRS will be based on the
position that the portion of the purchase price paid for the interest accrued
prior to the date of initial issuance is treated as part of the overall cost of
the REMIC regular certificate. Therefore, the portion of the interest paid on
the first payment date in excess of interest accrued from the date of initial
issuance to the first payment date is included in the stated redemption price of
the REMIC regular certificate. However, the Treasury regulations state that all
or some portion of this accrued interest may be treated as a separate asset, the
cost of which is recovered entirely out of interest paid on the first payment
date. It is unclear how an election to do so would be made under these
regulations and whether this election could be made unilaterally by a
certificateholder.


                                     -103-


        Notwithstanding the general definition of original issue discount,
original issue discount on a REMIC regular certificate will be considered to be
de minimis if it is less than 0.25% of the stated redemption price of the
certificate multiplied by its weighted average maturity. For this purpose, the
weighted average maturity of a REMIC regular certificate is computed as the sum
of the amounts determined, as to each payment included in the stated redemption
price of the certificate, by multiplying:

        o      the number of complete years, rounding down for partial years,
               from the date of initial issuance, until that payment is expected
               to be made, presumably taking into account the prepayment
               assumption, by

        o      a fraction--

               1.     the numerator of which is the amount of the payment, and

               2.     the denominator of which is the stated redemption price at
                      maturity of the certificate.

        Under the Treasury regulations, original issue discount of only a de
minimis amount, other than de minimis original issue discount attributable to a
so-called "teaser" interest rate or an initial interest holiday, will be
included in income as each payment of stated principal is made, based on the
product of:

        o      the total amount of the de minimis original issue discount, and

        o      a fraction--

               1.     the numerator of which is the amount of the principal
                      payment, and

               2.     the denominator of which is the outstanding stated
                      principal amount of the subject REMIC regular certificate.

        The Treasury regulations also would permit you to elect to accrue de
minimis original issue discount into income currently based on a constant yield
method. See "--Market Discount" below for a description of that election under
the applicable Treasury regulations.

        If original issue discount on a REMIC regular certificate is in excess
of a de minimis amount, the holder of the certificate must include in ordinary
gross income the sum of the daily portions of original issue discount for each
day during its taxable year on which it held the certificate, including the
purchase date but excluding the disposition date. In the case of an original
holder of a REMIC regular certificate, the daily portions of original issue
discount will be determined as described below in this "--Original Issue
Discount" subsection.


                                     -104-


        As to each accrual period, the related tax administrator will calculate
the original issue discount that accrued during that accrual period. For these
purposes, an accrual period is, unless we otherwise state in the related
prospectus supplement, the period that begins on a date that corresponds to a
payment date, or in the case of the first accrual period, begins on the date of
initial issuance, and ends on the day preceding the immediately following
payment date. The portion of original issue discount that accrues in any accrual
period will equal the excess, if any, of:

        o      the sum of:

               1.     the present value, as of the end of the accrual period, of
                      all of the payments remaining to be made on the subject
                      REMIC regular certificate, if any, in future periods,
                      presumably taking into account the prepayment assumption,
                      and

               2.     the payments made on that certificate during the accrual
                      period of amounts included in the stated redemption price,
                      over

        o      The adjusted issue price of the subject REMIC regular certificate
               at the beginning of the accrual period.

        The adjusted issue price of a REMIC regular certificate is:

        o      the issue price of the certificate, increased by

        o      the total amount of original issue discount previously accrued on
               the certificate, reduced by

        o      the amount of all prior payments of amounts included in its
               stated redemption price.

The present value of the remaining  payments referred to in item 1. of the
second preceding sentence will be calculated:

        o      assuming that payments on the REMIC regular certificate will be
               received in future periods based on the related mortgage loans
               being prepaid at a rate equal to the prepayment assumption;

        o      using a discount rate equal to the original yield to maturity of
               the certificate, based on its issue price and the assumption that
               the related mortgage loans will be prepaid at a rate equal to the
               prepayment assumption; and

        o      taking into account events, including actual prepayments, that
               have occurred before the close of the accrual period.

        The original issue discount accruing during any accrual period, computed
as described above, will be allocated ratably to each day during the accrual
period to determine the daily portion of original issue discount for that day.

        A subsequent purchaser of a REMIC regular certificate that purchases the
certificate at a cost, excluding any portion of that cost attributable to
accrued qualified stated interest, that is less than its remaining stated
redemption price, will also be required to include in gross income the daily
portions of any original issue discount with respect to the certificate.
However, the daily portion will be reduced, if the cost is in excess of its
adjusted issue price, in proportion to the ratio that the excess bears to the
total original issue discount remaining to be accrued on the certificate. The
adjusted issue price of a REMIC regular certificate, as of any date of
determination, equals the sum of:



                                     -105-


        o      the adjusted issue price or, in the case of the first accrual
               period, the issue price, of the certificate at the beginning of
               the accrual period which includes that date of determination, and

        o      the daily portions of original issue discount for all days during
               that accrual period prior to that date of determination.

        If the foregoing method for computing original issue discount results in
a negative amount of original issue discount as to any accrual period with
respect to a REMIC regular certificate held by you, the amount of original issue
discount accrued for that accrual period will be zero. You may not deduct the
negative amount currently. Instead, you will only be permitted to offset it
against future positive original issue discount, if any, attributable to the
certificate. Although not free from doubt, it is possible that you may be
permitted to recognize a loss to the extent your basis in the certificate
exceeds the maximum amount of payments that you could ever receive with respect
to the certificate. However, the loss may be a capital loss, which is limited in
its deductibility. The foregoing considerations are particularly relevant to
certificates that have no, or a disproportionately small, amount of principal
because they can have negative yields if the mortgage loans held by the related
REMIC prepay more quickly than anticipated. See "Risk Factors--The Investment
Performance of Your Offered Certificates Will Depend Upon Payments, Defaults and
Losses on the Underlying Mortgage Loans; and Those Payments, Defaults and Losses
May Be Highly Unpredictable."

        The Treasury regulations in some circumstances permit the holder of a
debt instrument to recognize original issue discount under a method that differs
from that used by the issuer. Accordingly, it is possible that you may be able
to select a method for recognizing original issue discount that differs from
that used by the trust in preparing reports to you and the IRS. Prospective
purchasers of the REMIC regular certificates should consult their tax advisors
concerning the tax treatment of these certificates in this regard.

        The IRS proposed regulations on August 24, 2004 that create a special
rule for accruing original issue discount on REMIC regular certificates
providing for a delay between record and payment dates, such that the period
over which original issue discount accrues coincides with the period over which
the right of holders of REMIC regular certificates to interest payment accrues
under the governing contract provisions rather than over the period between
distribution dates. If the proposed regulations are adopted in the same form as
proposed, taxpayers would be required to accrue interest from the issue date to
the first record date, but would not be required to accrue interest after the
last record date. The proposed regulations are limited to REMIC regular
certificates with delayed payment for periods of fewer than 32 days. The
proposed regulations are proposed to apply to any REMIC regular certificate
issued after the date the final regulations are published in the Federal
Register.

        Market  Discount.  You will be considered to have purchased a REMIC
regular certificate at a market discount if--

        o      in the case of a certificate issued without original issue
               discount, you purchased the certificate at a price less than its
               remaining stated principal amount, or

        o      in the case of a certificate issued with original issue discount,
               you purchased the certificate at a price less than its adjusted
               issue price.

        If you purchase a REMIC regular certificate with more than a de minimis
amount of market discount, you will recognize gain upon receipt of each payment
representing stated redemption price. Under Section 1276 of the Internal Revenue
Code, you generally will be required to allocate the portion of each payment
representing some or all of the stated redemption price first to accrued market
discount


                                     -106-


not previously included in income. You must recognize ordinary income to that
extent. You may elect to include market discount in income currently as it
accrues rather than including it on a deferred basis in accordance with the
foregoing. If made, this election will apply to all market discount bonds
acquired by you on or after the first day of the first taxable year to which
this election applies.

        The Treasury regulations also permit you to elect to accrue all interest
and discount, including de minimis market or original issue discount, in income
as interest, and to amortize premium, based on a constant yield method. Your
making this election with respect to a REMIC regular certificate with market
discount would be deemed to be an election to include currently market discount
in income with respect to all other debt instruments with market discount that
you acquire during the taxable year of the election or thereafter, and possibly
previously acquired instruments. Similarly, your making this election as to a
certificate acquired at a premium would be deemed to be an election to amortize
bond premium, with respect to all debt instruments having amortizable bond
premium that you own or acquire. See "--Premium" below.

        Each of the elections described above to accrue interest and discount,
and to amortize premium, with respect to a certificate on a constant yield
method or as interest would be irrevocable except with the approval of the IRS.

        However, market discount with respect to a REMIC regular certificate
will be considered to be de minimis for purposes of Section 1276 of the Internal
Revenue Code if the market discount is less than 0.25% of the remaining stated
redemption price of the certificate multiplied by the number of complete years
to maturity remaining after the date of its purchase. In interpreting a similar
rule with respect to original issue discount on obligations payable in
installments, the Treasury regulations refer to the weighted average maturity of
obligations. It is likely that the same rule will be applied with respect to
market discount, presumably taking into account the prepayment assumption. If
market discount is treated as de minimis under this rule, it appears that the
actual discount would be treated in a manner similar to original issue discount
of a de minimis amount. See "--Original Issue Discount" above. This treatment
would result in discount being included in income at a slower rate than discount
would be required to be included in income using the method described above.

        Section 1276(b)(3) of the Internal Revenue Code specifically authorizes
the Treasury Department to issue regulations providing for the method for
accruing market discount on debt instruments, the principal of which is payable
in more than one installment. Until regulations are issued by the Treasury
Department, the relevant rules described in the Committee Report apply. The
Committee Report indicates that in each accrual period, you may accrue market
discount on a REMIC regular certificate held by you, at your option:

        o      on the basis of a constant yield method,

        o      in the case of a certificate issued without original issue
               discount, in an amount that bears the same ratio to the total
               remaining market discount as the stated interest paid in the
               accrual period bears to the total amount of stated interest
               remaining to be paid on the certificate as of the beginning of
               the accrual period, or

        o      in the case of a certificate issued with original issue discount,
               in an amount that bears the same ratio to the total remaining
               market discount as the original issue discount accrued in the
               accrual period bears to the total amount of original issue
               discount remaining on the certificate at the beginning of the
               accrual period.

        The prepayment assumption used in calculating the accrual of original
issue discount is also used in calculating the accrual of market discount.



                                     -107-


        To the extent that REMIC regular certificates provide for monthly or
other periodic payments throughout their term, the effect of these rules may be
to require market discount to be includible in income at a rate that is not
significantly slower than the rate at which the discount would accrue if it were
original issue discount. Moreover, in any event a holder of a REMIC regular
certificate generally will be required to treat a portion of any gain on the
sale or exchange of the certificate as ordinary income to the extent of the
market discount accrued to the date of disposition under one of the foregoing
methods, less any accrued market discount previously reported as ordinary
income.

        Further, Section 1277 of the Internal Revenue Code may require you to
defer a portion of your interest deductions for the taxable year attributable to
any indebtedness incurred or continued to purchase or carry a REMIC regular
certificate purchased with market discount. For these purposes, the de minimis
rule referred to above applies. Any deferred interest expense would not exceed
the market discount that accrues during the related taxable year and is, in
general, allowed as a deduction not later than the year in which the related
market discount is includible in income. If you have elected, however, to
include market discount in income currently as it accrues, the interest deferral
rule described above would not apply.

        Premium. A REMIC regular certificate purchased at a cost, excluding any
portion of the cost attributable to accrued qualified stated interest, that is
greater than its remaining stated redemption price will be considered to be
purchased at a premium. You may elect under Section 171 of the Internal Revenue
Code to amortize the premium under the constant yield method over the life of
the certificate. If you elect to amortize bond premium, bond premium would be
amortized on a constant yield method and would be applied as an offset against
qualified stated interest. If made, this election will apply to all debt
instruments having amortizable bond premium that you own or subsequently
acquire. The IRS has issued regulations on the amortization of bond premium, but
they specifically do not apply to holders of REMIC regular certificates.

        The Treasury regulations also permit you to elect to include all
interest, discount and premium in income based on a constant yield method,
further treating you as having made the election to amortize premium generally.
See "--Market Discount" above. The Committee Report states that the same rules
that apply to accrual of market discount and require the use of a prepayment
assumption in accruing market discount with respect to REMIC regular
certificates without regard to whether those certificates have original issue
discount, will also apply in amortizing bond premium under Section 171 of the
Internal Revenue Code.

        Whether you will be treated as holding a REMIC regular certificate with
amortizable bond premium will depend on--

        o      the purchase price paid for your offered certificate, and

        o      the payments remaining to be made on your offered certificate at
               the time of its acquisition by you.

        If you acquire an interest in any class of REMIC regular certificates
issued at a premium, you should consider consulting your own tax advisor
regarding the possibility of making an election to amortize the premium.

        Realized Losses. Under Section 166 of the Internal Revenue Code, if you
are either a corporate holder of a REMIC regular certificate and or a
noncorporate holder of a REMIC regular certificate that acquires the certificate
in connection with a trade or business, you should be allowed to deduct, as
ordinary losses, any losses sustained during a taxable year in which your
offered certificate becomes



                                     -108-


wholly or partially worthless as the result of one or more realized losses on
the related mortgage loans. However, if you are a noncorporate holder that does
not acquire a REMIC regular certificate in connection with a trade or business,
it appears that--

        o      you will not be entitled to deduct a loss under Section 166 of
               the Internal Revenue Code until your offered certificate becomes
               wholly worthless, which is when its principal balance has been
               reduced to zero, and

        o      the loss will be characterized as a short-term capital loss.

        You will also have to accrue interest and original issue discount with
respect to your REMIC regular certificate, without giving effect to any
reductions in payments attributable to defaults or delinquencies on the related
mortgage loans, until it can be established that those payment reductions are
not recoverable. As a result, your taxable income in a period could exceed your
economic income in that period. If any of those amounts previously included in
taxable income are not ultimately received due to a loss on the related mortgage
loans, you should be able to recognize a loss or reduction in income. However,
the law is unclear with respect to the timing and character of this loss or
reduction in income.

        Taxation of Owners of REMIC Residual Certificates.

        General. Although a REMIC is a separate entity for federal income tax
purposes, the Internal Revenue Code does not subject a REMIC to entity-level
taxation, except with regard to prohibited transactions and the other
transactions described under "--Prohibited Transactions Tax and Other Taxes"
below. Rather, a holder of REMIC residual certificates must generally take in
income the taxable income or net loss of the related REMIC. Accordingly, the
Internal Revenue Code treats the REMIC residual certificates much differently
than it would if they were direct ownership interests in the related mortgage
loans or as debt instruments issued by the related REMIC.

        Holders of REMIC residual certificates generally will be required to
report their daily portion of the taxable income or, subject to the limitations
noted in this discussion, the net loss of the related REMIC for each day during
a calendar quarter that they own those certificates. For this purpose, the
taxable income or net loss of the REMIC will be allocated to each day in the
calendar quarter ratably using a "30 days per month/90 days per quarter/360 days
per year" convention unless we otherwise disclose in the related prospectus
supplement. These daily amounts then will be allocated among the holders of the
REMIC residual certificates in proportion to their respective ownership
interests on that day. Any amount included in the certificateholders' gross
income or allowed as a loss to them by virtue of this paragraph will be treated
as ordinary income or loss. The taxable income of the REMIC will be determined
under the rules described below in "--Taxable Income of the REMIC." Holders of
REMIC residual certificates must report the taxable income of the related REMIC
without regard to the timing or amount of cash payments by the REMIC until the
REMIC's termination. Income derived from the REMIC residual certificates will be
"portfolio income" for the purposes of the limitations under Section 469 of the
Internal Revenue Code on the deductibility of "passive losses."

        A holder of a REMIC residual certificate that purchased the certificate
from a prior holder also will be required to report on its federal income tax
return amounts representing its daily share of the taxable income, or net loss,
of the related REMIC for each day that it holds the REMIC residual certificate.
These daily amounts generally will equal the amounts of taxable income or net
loss determined as described above. The Committee Report indicates that
modifications of the general rules may be made, by regulations, legislation or
otherwise to reduce, or increase, the income of a holder of a REMIC residual
certificate. These modifications would occur when a holder purchases the REMIC



                                     -109-


residual certificate from a prior holder at a price other than the adjusted
basis that the REMIC residual certificate would have had in the hands of an
original holder of that certificate. The Treasury regulations, however, do not
provide for these modifications.

        Any payments that you receive from the seller of a REMIC residual
certificate in connection with the acquisition of that certificate will be
income to you. Although it is possible that these payments would be includible
in income immediately upon receipt, the IRS might assert that you should include
these payments in income over time according to an amortization schedule or
according to some other method. Because of the uncertainty concerning the
treatment of these payments, we recommend that you consult your tax advisor
concerning the treatment of these payments for income tax purposes.

        Tax liability with respect to the amount of income that holders of REMIC
residual certificates will be required to report, will often exceed the amount
of cash payments received from the related REMIC for the corresponding period.
Consequently, you should have--

        o      other sources of funds sufficient to pay any federal income taxes
               due as a result of your ownership of REMIC residual certificates,
               or

        o      unrelated deductions against which income may be offset.

See, however, the rules discussed below relating to:

        o      excess inclusions,

        o      residual interests without significant value, and noneconomic
               residual interests.

The fact that the tax liability associated with this income allocated to you may
exceed the cash payments received by you for the corresponding period may
significantly and adversely affect their after-tax rate of return. This
disparity between income and payments may not be offset by corresponding losses
or reductions of income attributable to your REMIC residual certificates until
subsequent tax years. Even then, the extra income may not be completely offset
due to changes in the Internal Revenue Code, tax rates or character of the
income or loss. Therefore, REMIC residual certificates will ordinarily have a
negative value at the time of issuance. See "Risk Factors--Residual Interests in
a Real Estate Mortgage Investment Conduit Have Adverse Tax Consequences."

        Taxable Income of the REMIC. The taxable income of a REMIC will equal:

        o      the income from the mortgage loans and other assets of the REMIC;
               plus

        o      any cancellation of indebtedness income due to the allocation of
               realized losses to those REMIC certificates constituting regular
               interests in the REMIC; less the following items--

               1.     the deductions allowed to the REMIC for interest,
                      including original issue discount but reduced by any
                      premium on issuance, on any class of REMIC certificates
                      constituting regular interests in the REMIC, whether
                      offered or not,

               2.     amortization of any premium on the mortgage loans held by
                      the REMIC,

               3.     bad debt losses with respect to the mortgage loans held by
                      the REMIC, and



                                     -110-


               4.     except as described below in this "--Taxable Income of the
                      REMIC" subsection, servicing, administrative and other
                      expenses.

        For purposes of determining its taxable income, a REMIC will have an
initial aggregate basis in its assets equal to the sum of the issue prices of
all REMIC certificates, or in the case of REMIC certificates not sold initially,
their fair market values. The aggregate basis will be allocated among the
mortgage loans and the other assets of the REMIC in proportion to their
respective fair market values. The issue price of any REMIC certificates offered
hereby will be determined in the manner described above under "--Taxation of
Owners of REMIC Regular Certificates--Original Issue Discount." The issue price
of a REMIC certificate received in exchange for an interest in mortgage loans or
other property will equal the fair market value of the interests in the mortgage
loans or other property. Accordingly, if one or more classes of REMIC
certificates are retained initially rather than sold, the related tax
administrator may be required to estimate the fair market value of these
interests in order to determine the basis of the REMIC in the mortgage loans and
other property held by the REMIC.

        Subject to possible application of the de minimis rules, the method of
accrual by a REMIC of original issue discount income and market discount income
with respect to mortgage loans that it holds will be equivalent to the method
for accruing original issue discount income for holders of REMIC regular
certificates. That method is a constant yield method taking into account the
prepayment assumption. However, a REMIC that acquires loans at a market discount
must include that market discount in income currently, as it accrues, on a
constant yield basis. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates" above, which describes a method for accruing the discount income
that is analogous to that required to be used by a REMIC as to mortgage loans
with market discount that it holds.

        A REMIC will acquire a mortgage loan with discount, or premium, to the
extent that the REMIC's basis, determined as described in the preceding
paragraph, is different from its stated redemption price. Discount will be
includible in the income of the REMIC as it accrues, in advance of receipt of
the cash attributable to that income, under a method similar to the method
described above for accruing original issue discount on the REMIC regular
certificates. A REMIC probably will elect under Section 171 of the Internal
Revenue Code to amortize any premium on the mortgage loans that it holds.
Premium on any mortgage loan to which this election applies may be amortized
under a constant yield method, presumably taking into account the prepayment
assumption.

        A REMIC will be allowed deductions for interest, including original
issue discount, on all of the certificates that constitute regular interests in
the REMIC, whether or not offered hereby, as if those certificates were
indebtedness of the REMIC. Original issue discount will be considered to accrue
for this purpose as described above under "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount." However, the de minimis rule described
in that section will not apply in determining deductions.

        If a class of REMIC regular certificates is issued at a price in excess
of the stated redemption price of that class, the net amount of interest
deductions that are allowed to the REMIC in each taxable year with respect to
those certificates will be reduced by an amount equal to the portion of that
excess that is considered to be amortized in that year. It appears that this
excess should be amortized under a constant yield method in a manner analogous
to the method of accruing original issue discount described above under
"--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount."

        As a general rule, the taxable income of a REMIC will be determined as
if the REMIC were an individual having the calendar year as its taxable year and
using the accrual method of accounting.



                                     -111-


However, no item of income, gain, loss or deduction allocable to a prohibited
transaction will be taken into account. See "--REMICs--Prohibited Transactions
Tax and Other Taxes" below. Further, the limitation on miscellaneous itemized
deductions imposed on individuals by Section 67 of the Internal Revenue Code
will not be applied at the REMIC level so that the REMIC will be allowed full
deductions for servicing, administrative and other noninterest expenses in
determining its taxable income. All those expenses will be allocated as a
separate item to the holders of the related REMIC certificates, subject to the
limitation of Section 67 of the Internal Revenue Code. See "--Pass-Through of
Miscellaneous Itemized Deductions" below. If the deductions allowed to the REMIC
exceed its gross income for a calendar quarter, the excess will be the net loss
for the REMIC for that calendar quarter.

        Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC
residual certificate will be equal to:

        o      the amount paid for that REMIC residual certificate,

        o      increased by, amounts included in the income of the holder of
               that REMIC residual certificate, and

        o      decreased, but not below zero, by payments made, and by net
               losses allocated, to the holder of that REMIC residual
               certificate.

        A holder of a REMIC residual certificate is not allowed to take into
account any net loss for any calendar quarter to the extent that the net loss
exceeds the adjusted basis to that holder as of the close of that calendar
quarter, determined without regard to that net loss. Any loss that is not
currently deductible by reason of this limitation may be carried forward
indefinitely to future calendar quarters and, subject to the same limitation,
may be used only to offset income from the REMIC residual certificate.

        Any distribution on a REMIC residual certificate will be treated as a
nontaxable return of capital to the extent it does not exceed the holder's
adjusted basis in the REMIC residual certificate. To the extent a distribution
on a REMIC residual certificate exceeds the holder's adjusted basis, it will be
treated as gain from the sale of that REMIC residual certificate.

        A holder's basis in a REMIC residual certificate will initially equal
the amount paid for the certificate and will be increased by that holder's
allocable share of taxable income of the related REMIC. However, these increases
in basis may not occur until the end of the calendar quarter, or perhaps the end
of the calendar year, with respect to which the related REMIC's taxable income
is allocated to that holder. To the extent the initial basis of the holder of a
REMIC residual certificate is less than the distributions to that holder, and
increases in the initial basis either occur after these distributions or,
together with the initial basis, are less than the amount of these payments,
gain will be recognized to that holder on these distributions. This gain will be
treated as gain from the sale of its REMIC residual certificate.

        The effect of these rules is that a holder of a REMIC residual
certificate may not amortize its basis in a REMIC residual certificate, but may
only recover its basis:

        o      through distributions,

        o      through the deduction of any net losses of the REMIC, or

        o      upon the sale of its REMIC residual certificate. See
               "--REMICs--Sales of REMIC Certificates" below.



                                     -112-


        For a discussion of possible modifications of these rules that may
require adjustments to income of a holder of a REMIC residual certificate other
than an original holder see "--General" above. These adjustments could require a
holder of a REMIC residual certificate to account for any difference between the
cost of the certificate to the holder and the adjusted basis of the certificate
would have been in the hands of an original holder.

        Excess Inclusions. Any excess inclusions with respect to a REMIC
residual certificate will be subject to federal income tax in all events. In
general, the excess inclusions with respect to a REMIC residual certificate for
any calendar quarter will be the excess, if any, of:

        o      the daily portions of REMIC taxable income allocable to that
               certificate, over

        o      the sum of the daily accruals for each day during the quarter
               that the certificate was held by that holder.

        The daily accruals of a holder of a REMIC residual certificate will be
determined by allocating to each day during a calendar quarter its ratable
portion of a numerical calculation. That calculation is the product of the
adjusted issue price of the REMIC residual certificate at the beginning of the
calendar quarter and 120% of the long-term Federal rate in effect on the date of
initial issuance. For this purpose, the adjusted issue price of a REMIC residual
certificate as of the beginning of any calendar quarter will be equal to:

        o      the issue price of the certificate, increased by

        o      the sum of the daily accruals for all prior quarters, and
               decreased, but not below zero, by

        o      any payments made with respect to the certificate before the
               beginning of that quarter.

        The issue price of a REMIC residual certificate is the initial offering
price to the public at which a substantial amount of the REMIC residual
certificates were sold, but excluding sales to bond houses, brokers and
underwriters or, if no sales have been made, their initial value. The long-term
Federal rate is an average of current yields on Treasury securities with a
remaining term of greater than nine years, computed and published monthly by the
IRS.

        Although it has not done so, the Treasury Department has authority to
issue regulations that would treat the entire amount of income accruing on a
REMIC residual certificate as excess inclusions if the REMIC residual interest
evidenced by that certificate is considered not to have significant value.

        For holders of REMIC residual certificates, excess inclusions:

        o      will not be permitted to be offset by deductions, losses or loss
               carryovers from other activities,

        o      will be treated as unrelated business taxable income to an
               otherwise tax-exempt organization, and

        o      will not be eligible for any rate reduction or exemption under
               any applicable tax treaty with respect to the 30% United States
               withholding tax imposed on payments to holders of REMIC residual
               certificates that are foreign investors. See, however,
               "--REMICs--Foreign Investors in REMIC Certificates" below.

        Furthermore, for purposes of the alternative minimum tax:

        o      excess inclusions will not be permitted to be offset by the
               alternative tax net operating loss deduction, and



                                     -113-


        o      alternative minimum taxable income may not be less than the
               taxpayer's excess inclusions.

        This last rule has the effect of preventing non-refundable tax credits
from reducing the taxpayer's income tax to an amount lower than the alternative
minimum tax on excess inclusions.

        In the case of any REMIC residual certificates held by a real estate
investment trust, or REIT, the total excess inclusions with respect to these
REMIC residual certificates will be allocated among the shareholders of the REIT
in proportion to the dividends received by the shareholders from the REIT. Any
amount so allocated will be treated as an excess inclusion with respect to a
REMIC residual certificate as if held directly by the shareholder. The total
excess inclusions referred to in the previous sentence will be reduced, but not
below zero, by any REIT taxable income, within the meaning of Section 857(b)(2)
of the Internal Revenue Code, other than any net capital gain. Treasury
regulations yet to be issued could apply a similar rule to:

        o      regulated investment companies,

        o      common trusts, and

        o      some cooperatives.

        The Treasury regulations, however, currently do not address this
subject.

        Noneconomic REMIC Residual Certificates. Under the Treasury regulations,
transfers of noneconomic REMIC residual certificates will be disregarded for all
federal income tax purposes if "a significant purpose of the transfer was to
enable the transferor to impede the assessment or collection of tax." If a
transfer is disregarded, the purported transferor will continue to remain liable
for any taxes due with respect to the income on the noneconomic REMIC residual
certificate. The Treasury regulations provide that a REMIC residual certificate
is noneconomic unless, based on the prepayment assumption and on any required or
permitted clean up calls, or required liquidation provided for in the related
Governing Document:

        o      the present value of the expected future payments on the REMIC
               residual certificate equals at least the present value of the
               expected tax on the anticipated excess inclusions, and

        o      the transferor reasonably expects that the transferee will
               receive payments with respect to the REMIC residual certificate
               at or after the time the taxes accrue on the anticipated excess
               inclusions in an amount sufficient to satisfy the accrued taxes.

The present value calculation referred to above is calculated using the
applicable Federal rate for obligations whose term ends on the close of the last
quarter in which excess inclusions are expected to accrue with respect to the
REMIC residual certificate. This rate is computed and published monthly by the
IRS.

        Accordingly, all transfers of REMIC residual certificates that may
constitute noneconomic residual interests will be subject to restrictions under
the terms of the related Governing Document that are intended to reduce the
possibility of any transfer being disregarded. These restrictions will require
an affidavit:

        o      from each party to the transfer, stating that no purpose of the
               transfer is to impede the assessment or collection of tax,



                                     -114-


        o      from the prospective transferee, providing representations as to
               its financial condition including an understanding that it may
               incur tax liabilities in excess of any cash flows generated by
               the REMIC residual certificate and that it intends to pay its
               debts as they come due in the future, and

        o      from the prospective transferee, stating that it will not cause
               income from the REMIC residual certificates to be attributable to
               a foreign permanent establishment or fixed base, within the
               meaning of an applicable income tax treaty, of the transferee or
               of any other U.S. Person, and

        o      from the prospective transferor, stating that it has made a
               reasonable investigation to determine the transferee's historic
               payment of its debts and ability to continue to pay its debts as
               they come due in the future.

        The Treasury has issued regulations that, in addition to the affidavits
above, require, in order to receive safe harbor protection against possible
disregard of a transfer, that either:

        (1)    the present value of the anticipated tax liabilities associated
               with holding the residual interest does not exceed the sum of:

               o     the present value of any consideration given to the
                     transferee to acquire the interest,

               o     the present value of the expected future distributions on
                     the interest, and

               o     the present value of the anticipated tax savings associated
                     with the holding of the interest as the REMIC generates
                     losses.

For purposes of the computations under this alternative, the transferee is
presumed to pay tax at the highest corporate rate, currently 35%, or, in certain
circumstances, the alternative minimum tax rate. Further, present values are
computed using a discount rate equal to the short-term Federal rate set forth in
Section 1274(d) of the Internal Revenue Code, for the month of such transfer and
the compounding period used by the transferee; or

        (2)    o     the transferee is a domestic C corporation (other than a
                     corporation exempt from taxation or a regulated investment
                     company or real estate investment trust) that meets certain
                     gross and net asset tests (generally, $100 million of gross
                     assets and $10 million of net assets for the current year
                     and the two preceding fiscal years),

               o     the transferee agrees in writing that it will transfer the
                     residual interest only to a subsequent transferee that is
                     an eligible corporation and meets the requirements for this
                     safe harbor transfer, and

               o     the facts and circumstances known to the transferor on or
                     before the date of the transfer do not reasonably indicate
                     that the taxes associated with ownership of the residual
                     interest will not be paid by the transferee.

        Prior to purchasing a REMIC residual certificate, prospective purchasers
should consider the possibility that a purported transfer of a REMIC residual
certificate to another party at some future date may be disregarded in
accordance with the above-described rules. This would result in the retention of
tax liability by the transferor with respect to that purported transfer.

        Regulations have been issued addressing the federal income tax treatment
of "inducement fees" received by transferees of non-economic residual interests.
These regulations require inducement fees to be included in income over a period
reasonably related to the period in which the related residual



                                     -115-


interest is expected to generate taxable income or net loss to its holder. Under
two safe harbor methods, inducement fees are permitted to be included in income
(i) in the same amounts and over the same period that the taxpayer uses for
financial reporting purposes, provided that such period is not shorter than the
period the REMIC is expected to generate taxable income or (ii) ratably over the
remaining anticipated weighted average life of all the regular and residual
interests issued by the REMIC, determined based on actual distributions
projected as remaining to be made on such interests under the applicable
prepayment assumption. If the holder of a non-economic residual interest sells
or otherwise disposes of the non-economic residual interest, any unrecognized
portion of the inducement fee would be required to be taken into account at the
time of the sale or disposition. Prospective purchasers of the REMIC residual
certificates should consult with their tax advisors regarding the effect of
these regulations.

        We will disclose in the related prospectus supplement whether the
offered REMIC residual certificates may be considered noneconomic residual
interests under the Treasury regulations. However, we will base any disclosure
that a REMIC residual certificate will not be considered noneconomic upon
various assumptions. Further, we will make no representation that a REMIC
residual certificate will not be considered noneconomic for purposes of the
above-described rules.

        See "--REMICs--Foreign Investors in REMIC Certificates" below for
additional restrictions applicable to transfers of REMIC residual certificates
to foreign persons.

        Mark-to-Market Rules. Regulations under Section 475 of the Internal
Revenue Code require that a securities dealer mark to market securities held for
sale to customers. This mark-to-market requirement applies to all securities
owned by a dealer, except to the extent that the dealer has specifically
identified a security as held for investment. These regulations provide that for
purposes of this mark-to-market requirement, a REMIC residual certificate is not
treated as a security for purposes of Section 475 of the Internal Revenue Code.
Thus, a REMIC residual certificate is not subject to the mark-to-market rules.
We recommend that prospective purchasers of a REMIC residual certificate consult
their tax advisors regarding these regulations.

        Transfers of REMIC Residual Certificates to Investors That are Foreign
Persons. Unless we otherwise state in the related prospectus supplement,
transfers of REMIC residual certificates to investors that are foreign persons
under the Internal Revenue Code will be prohibited under the related Governing
Documents.

        If transfers of REMIC residual certificates to investors that are
foreign persons are permitted under the related Governing Documents, and such a
transfer takes place, then it is possible that the transfer will be disregarded
for all federal tax purposes. The applicable Treasury regulations provide that a
transfer of a REMIC residual certificate that has "tax avoidance potential" to a
non-U.S. Person will be disregarded for all federal tax purposes, unless the
transferee's income is effectively connected with the conduct of a trade or
business within the United States. A REMIC residual certificate is deemed to
have tax avoidance potential unless, at the time of the transfer--

        o      the future value of expected distributions equals at least 30% of
               the anticipated excess inclusions after the transfer, and

        o      the transferor reasonably expects that the transferee will
               receive sufficient distributions from the REMIC at or after the
               time at which the excess inclusions accrue and prior to the end
               of the next succeeding taxable year for the accumulated
               withholding tax liability to be paid.



                                     -116-


        If the non-U.S. Person transfers the REMIC residual certificate back to
a U.S. Person, the transfer will be disregarded and the foreign transferor will
continue to be treated as the owner unless arrangements are made so that the
transfer does not have the effect of allowing the transferor to avoid tax on
accrued excess inclusions.

        Pass-Through of Miscellaneous Itemized Deductions. Fees and expenses of
a REMIC generally will be allocated to the holders of the related REMIC residual
certificates. The applicable Treasury regulations indicate, however, that in the
case of a REMIC that is similar to a single class grantor trust, all or a
portion of these fees and expenses should be allocated to the holders of the
related REMIC regular certificates. Unless we state otherwise in the related
prospectus supplement, however, these fees and expenses will be allocated to
holders of the related REMIC residual certificates in their entirety and not to
the holders of the related REMIC regular certificates.

        If the holder of a REMIC certificate receives an allocation of fees and
expenses in accordance with the preceding discussion, and if that holder is:

        o      an individual,

        o      an estate or trust, or a Pass-Through Entity beneficially owned
               by one or more individuals, estates or trusts,

        then--

        o      an amount equal to this individual's, estate's or trust's share
               of these fees and expenses will be added to the gross income of
               this holder, and

        o      the individual's, estate's or trust's share of these fees and
               expenses will be treated as a miscellaneous itemized deduction
               allowable subject to the limitation of Section 67 of the Internal
               Revenue Code, which permits the deduction of these fees and
               expenses only to the extent they exceed, in total, 2% of a
               taxpayer's adjusted gross income.

        In addition, Section 68 of the Internal Revenue Code provides that the
amount of itemized deductions otherwise allowable for an individual whose
adjusted gross income exceeds a specified amount will be reduced.

        Furthermore, in determining the alternative minimum taxable income of a
holder of a REMIC certificate that is--

        o      an individual,

        o      an estate or trust, or a Pass-Through Entity beneficially owned
               by one or more individuals, estates or trusts,

no deduction will be allowed for the holder's allocable portion of servicing
fees and other miscellaneous itemized deductions of the REMIC, even though an
amount equal to the amount of these fees and other deductions will be included
in the holder's gross income.

        The amount of additional taxable income reportable by holders of REMIC
certificates that are subject to the limitations of either Section 67 or Section
68 of the Internal Revenue Code, or the complete disallowance of the related
expenses for alternative minimum tax purposes, may be substantial.



                                     -117-


        Accordingly, REMIC certificates to which these expenses are allocated
will generally not be appropriate investments for:

        o      an individual,

        o      an estate or trust, or

        o      a Pass-Through Entity beneficially owned by one or more
               individuals, estates or trusts.

        We recommend that those prospective investors consult with their tax
advisors prior to making an investment in a REMIC certificate to which these
expenses are allocated.

        Sales of REMIC Certificates. If a REMIC certificate is sold, the selling
certificateholder will recognize gain or loss equal to the difference between
the amount realized on the sale and its adjusted basis in the REMIC certificate.
The adjusted basis of a REMIC regular certificate generally will equal:

        o      the cost of the certificate to that certificateholder, increased
               by

        o      income reported by that certificateholder with respect to the
               certificate, including original issue discount and market
               discount income, and reduced, but not below zero, by

        o      payments on the certificate received by that certificateholder
               and by amortized premium and realized losses allocated to the
               certificate and previously deducted by the certificateholder.

        The adjusted basis of a REMIC residual certificate will be determined as
described above under "--Taxation of Owners of REMIC Residual
Certificates--Basis Rules, Net Losses and Distributions." Except as described
below in this "--Sales of REMIC Certificates" subsection, any gain or loss from
your sale of a REMIC certificate will be capital gain or loss, provided that you
hold the certificate as a capital asset within the meaning of Section 1221 of
the Internal Revenue Code, which is generally property held for investment.

        In addition to the recognition of gain or loss on actual sales, the
Internal Revenue Code requires the recognition of gain, but not loss, upon the
constructive sale of an appreciated financial position. A constructive sale of
an appreciated financial position occurs if a taxpayer enters into a transaction
or series of transactions that have the effect of substantially eliminating the
taxpayer's risk of loss and opportunity for gain with respect to the financial
instrument. Debt instruments that--

        o      entitle the holder to a specified principal amount,

        o      pay interest at a fixed or variable rate, and

        o      are not convertible into the stock of the issuer or a related
               party,

cannot be the subject of a constructive sale for this purpose. Because most
REMIC regular certificates meet this exception, Section 1259 will not apply to
most REMIC regular certificates. However, REMIC regular certificates that have
no, or a disproportionately small, amount of principal, can be the subject of a
constructive sale.

        Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include the net capital
gain in total net investment income for the taxable year. A taxpayer would do so
because of the rule that limits the deduction of interest on indebtedness
incurred to purchase or carry property held for investment to a taxpayer's net
investment income.

        As of the date of this prospectus, the Internal Revenue Code provides
for lower rates as to long-term capital gains than those applicable to the
short-term capital gains and ordinary income recognized



                                     -118-


or received by individuals. No similar rate differential exists for
corporations. In addition, the distinction between a capital gain or loss and
ordinary income or loss is relevant for other purposes to both individuals and
corporations.

        Gain from the sale of a REMIC regular certificate that might otherwise
be a capital gain will be treated as ordinary income to the extent that the gain
does not exceed the excess, if any, of:

        o      the amount that would have been includible in the seller's income
               with respect to that REMIC regular certificate assuming that
               income had accrued on the certificate at a rate equal to 110% of
               the applicable Federal rate determined as of the date of purchase
               of the certificate, which is a rate based on an average of
               current yields on Treasury securities having a maturity
               comparable to that of the certificate based on the application of
               the prepayment assumption to the certificate, over

        o      the amount of ordinary income actually includible in the seller's
               income prior to that sale.

        In addition, gain recognized on the sale of a REMIC regular certificate
by a seller who purchased the certificate at a market discount will be taxable
as ordinary income in an amount not exceeding the portion of that discount that
accrued during the period the certificate was held by the seller, reduced by any
market discount included in income under the rules described above under
"--Taxation of Owners of REMIC Regular Certificates--Market Discount" and
"--Premium."

        REMIC certificates will be "evidences of indebtedness" within the
meaning of Section 582(c)(1) of the Internal Revenue Code, so that gain or loss
recognized from the sale of a REMIC certificate by a bank or thrift institution
to which that section of the Internal Revenue Code applies will be ordinary
income or loss.

        A portion of any gain from the sale of a REMIC regular certificate that
might otherwise be capital gain may be treated as ordinary income to the extent
that a holder holds the certificate as part of a "conversion transaction" within
the meaning of Section 1258 of the Internal Revenue Code. A conversion
transaction generally is one in which the taxpayer has taken two or more
positions in the same or similar property that reduce or eliminate market risk,
if substantially all of the taxpayer's return is attributable to the time value
of the taxpayer's net investment in that transaction. The amount of gain so
realized in a conversion transaction that is recharacterized as ordinary income
generally will not exceed the amount of interest that would have accrued on the
taxpayer's net investment at 120% of the appropriate applicable Federal rate at
the time the taxpayer enters into the conversion transaction, subject to
appropriate reduction for prior inclusion of interest and other ordinary income
items from the transaction.

        Except as may be provided in Treasury regulations yet to be issued, a
loss realized on the sale of a REMIC residual certificate will be subject to the
"wash sale" rules of Section 1091 of the Internal Revenue Code, if during the
period beginning six months before, and ending six months after, the date of
that sale the seller of that certificate:

        o      reacquires that same REMIC residual certificate,

        o      acquires any other residual interest in a REMIC, or

        o      acquires any similar interest in a taxable mortgage pool, as
               defined in Section 7701(i) of the Internal Revenue Code.



                                     -119-


In that event, any loss realized by the holder of a REMIC residual certificate
on the sale will not be recognized or deductible currently, but instead will be
added to that holder's adjusted basis in the newly-acquired asset.

        Prohibited Transactions Tax and Other Taxes. The Internal Revenue Code
imposes a tax on REMICs equal to 100% of the net income derived from prohibited
transactions. In general, subject to specified exceptions, a prohibited
transaction includes:

        o      the disposition of a non-defaulted mortgage loan,

        o      the receipt of income from a source other than a mortgage loan or
               other permitted investments,

        o      the receipt of compensation for services, or

        o      the gain from the disposition of an asset purchased with
               collections on the mortgage loans for temporary investment
               pending payment on the REMIC certificates.

        It is not anticipated that any REMIC will engage in any prohibited
transactions as to which it would be subject to this tax.

        In addition, some contributions to a REMIC made after the day on which
the REMIC issues all of its interests could result in the imposition of a tax on
the REMIC equal to 100% of the value of the contributed property. The related
Governing Document will include provisions designed to prevent the acceptance of
any contributions that would be subject to this tax.

        REMICs also are subject to federal income tax at the highest corporate
rate on Net Income From Foreclosure Property, determined by reference to the
rules applicable to REITs. The related Governing Documents may permit the
special servicer to conduct activities with respect to a mortgaged property
acquired by one of our trusts in a manner that causes the trust to incur this
tax, if doing so would, in the reasonable discretion of the special servicer,
maximize the net after-tax proceeds to certificateholders. However, under no
circumstance may the special servicer allow the acquired mortgaged property to
cease to be a "permitted investment" under Section 860G(a)(5) of the Internal
Revenue Code.

        Unless we otherwise disclose in the related prospectus supplement, it is
not anticipated that any material state or local income or franchise tax will be
imposed on any REMIC.

        Unless we state otherwise in the related prospectus supplement, and to
the extent permitted by then applicable laws, any tax on prohibited
transactions, particular contributions or Net Income From Foreclosure Property,
and any state or local income or franchise tax, that may be imposed on the REMIC
will be borne by the related trustee, tax administrator, master servicer,
special servicer or manager, in any case out of its own funds, provided that--

        o      the person has sufficient assets to do so, and

        o      the tax arises out of a breach of that person's obligations under
               the related Governing Document.

        Any tax not borne by one of these persons would be charged against the
related trust resulting in a reduction in amounts payable to holders of the
related REMIC certificates.


                                     -120-


        Tax and Restrictions on Transfers of REMIC Residual Certificates to
Particular Organizations. If a REMIC residual certificate is transferred to a
Disqualified Organization, a tax will be imposed in an amount equal to the
product of:

        o      the present value of the total anticipated excess inclusions with
               respect to the REMIC residual certificate for periods after the
               transfer, and

        o      the highest marginal federal income tax rate applicable to
               corporations.

        The value of the anticipated excess inclusions is discounted using the
applicable Federal rate for obligations whose term ends on the close of the last
quarter in which excess inclusions are expected to accrue with respect to the
REMIC residual certificate.

        The anticipated excess inclusions must be determined as of the date that
the REMIC residual certificate is transferred and must be based on:

        o      events that have occurred up to the time of the transfer,

        o      the prepayment assumption, and

        o      any required or permitted clean up calls or required liquidation
               provided for in the related Governing Document.

        The tax on transfers to Disqualified Organizations generally would be
imposed on the transferor of the REMIC residual certificate, except when the
transfer is through an agent for a Disqualified Organization. In that case, the
tax would instead be imposed on the agent. However, a transferor of a REMIC
residual certificate would in no event be liable for the tax with respect to a
transfer if:

        o      the transferee furnishes to the transferor an affidavit that the
               transferee is not a Disqualified Organization, and

        o      as of the time of the transfer, the transferor does not have
               actual knowledge that the affidavit is false.

        In addition, if a Pass-Through Entity includes in income excess
inclusions with respect to a REMIC residual certificate, and a Disqualified
Organization is the record holder of an interest in that entity, then a tax will
be imposed on that entity equal to the product of:

        o      the amount of excess inclusions on the certificate that are
               allocable to the interest in the Pass-Through Entity held by the
               Disqualified Organization, and

        o      the highest marginal federal income tax rate imposed on
               corporations.

        A Pass-Through Entity will not be subject to this tax for any period,
however, if each record holder of an interest in that Pass-Through Entity
furnishes to that Pass-Through Entity:

        o      the holder's social security number and a statement under
               penalties of perjury that the social security number is that of
               the record holder, or

        o      a statement under penalties of perjury that the record holder is
               not a Disqualified Organization.

        If an Electing Large Partnership holds a REMIC residual certificate, all
interests in the Electing Large Partnership are treated as held by Disqualified
Organizations for purposes of the tax imposed on pass-through entities described
in the second preceding paragraph. This tax on Electing Large



                                     -121-


Partnerships must be paid even if each record holder of an interest in that
partnership provides a statement mentioned in the prior paragraph.

        In addition, a person holding an interest in a Pass-Through Entity as a
nominee for another person will, with respect to that interest, be treated as a
Pass-Through Entity.

        Moreover, an entity will not qualify as a REMIC unless there are
reasonable arrangements designed to ensure that:

        o      the residual interests in the entity are not held by Disqualified
               Organizations, and

        o      the information necessary for the application of the tax
               described in this prospectus will be made available.

        We will include in the related Governing Document restrictions on the
transfer of REMIC residual certificates and other provisions that are intended
to meet this requirement, and we will discuss those restrictions and provisions
in any prospectus supplement relating to the offering of any REMIC residual
certificate.

        Termination. A REMIC will terminate immediately after the payment date
following receipt by the REMIC of the final payment with respect to the related
mortgage loans or upon a sale of the REMIC's assets following the adoption by
the REMIC of a plan of complete liquidation. The last payment on a REMIC regular
certificate will be treated as a payment in retirement of a debt instrument. In
the case of a REMIC residual certificate, if the last payment on that
certificate is less than the REMIC residual certificateholder's adjusted basis
in the certificate, that holder should, but may not, be treated as realizing a
capital loss equal to the amount of that difference.

        Reporting and Other Administrative Matters. Solely for purposes of the
administrative provisions of the Internal Revenue Code, a REMIC will be treated
as a partnership and holders of the related REMIC residual certificates will be
treated as partners. Unless we otherwise state in the related prospectus
supplement, the related tax administrator will file REMIC federal income tax
returns on behalf of the REMIC, and will be designated as and will act as or on
behalf of the tax matters person with respect to the REMIC in all respects. The
related tax administrator may hold at least a nominal amount of REMIC residual
certificates.

        As, or as agent for, the tax matters person, the related tax
administrator, subject to applicable notice requirements and various
restrictions and limitations, generally will have the authority to act on behalf
of the REMIC and the holders of the REMIC residual certificates in connection
with the administrative and judicial review of the REMIC's--

        o      income,

        o      deductions

        o      gains,

        o      losses, and

        o      classification as a REMIC.

        Holders of REMIC residual certificates generally will be required to
report these REMIC items consistently with their treatment on the related
REMIC's tax return. In addition, these holders may in some circumstances be
bound by a settlement agreement between the related tax administrator, as, or as
agent for, the tax matters person, and the IRS concerning any REMIC item.
Adjustments made to the REMIC's tax return may require these holders to make
corresponding adjustments on their returns. An

                                     -122-


audit of the REMIC's tax return, or the adjustments resulting from that audit,
could result in an audit of a holder's return.

        No REMIC will be registered as a tax shelter under Section 6111 of the
Internal Revenue Code. Any person that holds a REMIC residual certificate as a
nominee for another person may be required to furnish to the related REMIC, in a
manner to be provided in Treasury regulations, the name and address of that
other person, as well as other information.

        Reporting of interest income, including any original issue discount,
with respect to REMIC regular certificates is required annually, and may be
required more frequently under Treasury regulations. These information reports
generally are required to be sent or made readily available through electronic
means to individual holders of REMIC regular certificates and the IRS. Holders
of REMIC regular certificates that are--

        o      corporations,

        o      trusts,

        o      securities dealers, and

        o      various other non-individuals,

will be provided interest and original issue discount income information and the
information set forth in the following paragraphs. This information will be
provided upon request in accordance with the requirements of the applicable
regulations. The information must be provided by the later of:

        o      30 days after the end of the quarter for which the information
               was requested, or

        o      two weeks after the receipt of the request.

        Reporting with respect to REMIC residual certificates, including--

        o      income,

        o      excess inclusions,

        o      investment expenses, and

        o      relevant information regarding qualification of the REMIC's
               assets,

will be made as required under the Treasury regulations, generally on a
quarterly basis.

        As applicable, the REMIC regular certificate information reports will
include a statement of the adjusted issue price of the REMIC regular certificate
at the beginning of each accrual period. In addition, the reports will include
information required by regulations with respect to computing the accrual of any
market discount. Because exact computation of the accrual of market discount on
a constant yield method would require information relating to the holder's
purchase price that the REMIC may not have, the regulations only require that
information pertaining to the appropriate proportionate method of accruing
market discount be provided. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Market Discount."

        Unless we otherwise specify in the related prospectus supplement, the
responsibility for complying with the foregoing reporting rules will be borne by
the related tax administrator for the subject REMIC.

        Backup Withholding with Respect to REMIC Certificates. Payments of
interest and principal, as well as payments of proceeds from the sale of REMIC
certificates, may be subject to the backup

                                     -123-


withholding tax under Section 3406 of the Internal Revenue Code at a rate of
28%, which rate will be increased to 31% after 2010, if recipients of these
payments:

        o      fail to furnish to the payor information regarding, among other
               things, their taxpayer identification numbers, or

        o      otherwise fail to establish an exemption from this tax.

        Any amounts deducted and withheld from a payment to a recipient would be
allowed as a credit against the recipient's federal income tax. Furthermore,
penalties may be imposed by the IRS on a recipient of payments that is required
to supply information but that does not do so in the proper manner.

        Foreign Investors in REMIC Certificates. Unless we otherwise disclose in
the related prospectus supplement, a holder of a REMIC regular certificate that
is--

        o      a foreign person, and

        o      not subject to federal income tax as a result of any direct or
               indirect connection to the United States in addition to its
               ownership of that certificate,

will normally not be subject to United States federal income or withholding tax
with respect to a payment on a REMIC regular certificate. To avoid withholding
or tax, that holder must comply with applicable identification requirements.
These requirements include delivery of a statement, signed by the
certificateholder under penalties of perjury, certifying that the
certificateholder is a foreign person and providing the name, address and such
other information with respect to the certificateholder as may be required by
regulations issued by the Treasury Department. Special rules apply to
partnerships, estates and trusts, and in certain circumstances certifications as
to foreign status and other matters may be required to be provided by partners
and beneficiaries thereof.

        For these purposes, a foreign person is anyone other than a U.S. Person.

        It is possible that the IRS may assert that the foregoing tax exemption
should not apply with respect to a REMIC regular certificate held by a person or
entity that owns directly or indirectly a 10% or greater interest in the related
REMIC residual certificates. If the holder does not qualify for exemption,
payments of interest, including payments in respect of accrued original issue
discount, to that holder may be subject to a tax rate of 30%, subject to
reduction under any applicable tax treaty.

        It is possible, under regulations promulgated under Section 881 of the
Internal Revenue Code concerning conduit financing transactions, that the
exemption from withholding taxes described above may also not be available to a
holder who is a foreign person and either--

        o      owns 10% or more of one or more underlying mortgagors, or

        o      if the holder is a controlled foreign corporation, is related to
               one or more mortgagors in the applicable trust.

        Further, it appears that a REMIC regular certificate would not be
included in the estate of a nonresident alien individual and would not be
subject to United States estate taxes. However, it is recommended that
certificateholders who are nonresident alien individuals consult their tax
advisors concerning this question.

                                     -124-


        Unless we otherwise state in the related prospectus supplement, the
related Governing Document will prohibit transfers of REMIC residual
certificates to investors that are:

        o      foreign persons, or

        o      U.S. Persons, if classified as a partnership under the Internal
               Revenue Code, unless all of their beneficial owners are U.S.
               Persons. GRANTOR TRUSTS

        Classification of Grantor Trusts. With respect to each series of grantor
trust certificates, our counsel will deliver its opinion to the effect that,
assuming compliance with all provisions of the related Governing Document, the
related trust, or relevant portion of that trust, will be classified as a
grantor trust under subpart E, part I of subchapter J of the Internal Revenue
Code and not as a partnership or an association taxable as a corporation.

        A grantor trust certificate may be classified as either of the following
types of certificate:

        o      a grantor trust fractional interest certificate representing an
               undivided equitable ownership interest in the principal of the
               mortgage loans constituting the related grantor trust, together
               with interest on those loans at a pass-through rate; or

        o      a grantor trust strip certificate representing ownership of all
               or a portion of the difference between--

               1. interest paid on the mortgage loans constituting the related
                  grantor trust, minus

               2. the sum of:

                  o    normal administration fees, and

                  o    interest paid to the holders of grantor trust fractional
                       interest certificates issued with respect to that grantor
                       trust

        A grantor trust strip certificate may also evidence a nominal ownership
interest in the principal of the mortgage loans constituting the related grantor
trust.

        Characterization of Investments in Grantor Trust Certificates.

        Grantor Trust Fractional Interest Certificates. Unless we otherwise
disclose in the related prospectus supplement, any offered certificates that are
grantor trust fractional interest certificates will generally represent
interests in:

         o     "loans . . . secured by an interest in real property" within the
               meaning of Section 7701(a)(19)(C)(v) of the Internal Revenue
               Code, but only to the extent that the underlying mortgage loans
               have been made with respect to property that is used for
               residential or other prescribed purposes;

         o     "obligation[s] (including any participation or certificate of
               beneficial ownership therein) which . . . [are] principally
               secured by an interest in real property" within the meaning of
               Section 860G(a)(3) of the Internal Revenue Code; and

         o     "real estate assets" within the meaning of Section 856(c)(5)(B)
               of the Internal Revenue Code.

                                     -125-


        In addition, interest on offered certificates that are grantor trust
fractional interest certificates will, to the same extent, be considered
"interest on obligations secured by mortgages on real property or on interests
in real property" within the meaning of Section 856(c)(3)(B) of the Internal
Revenue Code.

         Grantor Trust Strip Certificates. Even if grantor trust strip
certificates evidence an interest in a grantor trust--

         o     consisting of mortgage loans that are "loans . . . secured by an
               interest in real property" within the meaning of Section
               7701(a)(19)(C)(v) of the Internal Revenue Code,

         o     consisting of mortgage loans that are "real estate assets" within
               the meaning of Section 856(c)(5)(B) of the Internal Revenue Code,
               and

         o     the interest on which is "interest on obligations secured by
               mortgages on real property" within the meaning of Section
               856(c)(3)(A) of the Internal Revenue Code,

it is unclear whether the grantor trust strip certificates, and the income from
those certificates, will be so characterized. We recommend that prospective
purchasers to which the characterization of an investment in grantor trust strip
certificates is material consult their tax advisors regarding whether the
grantor trust strip certificates, and the income from those certificates, will
be so characterized.

        The grantor trust strip certificates will be "obligation[s] (including
any participation or certificate of beneficial ownership therein) which . . .
[are] principally secured by an interest in real property" within the meaning of
Section 860G(a)(3)(A) of the Internal Revenue Code.

        Taxation of Owners of Grantor Trust Fractional Interest Certificates

        General. Holders of a particular series of grantor trust fractional
interest certificates generally:

         o     will be required to report on their federal income tax returns
               their shares of the entire income from the underlying mortgage
               loans, including amounts used to pay reasonable servicing fees
               and other expenses, and

         o     will be entitled to deduct their shares of any reasonable
               servicing fees and other expenses.

        Because of stripped interests, market or original issue discount, or
premium, the amount includible in income on account of a grantor trust
fractional interest certificate may differ significantly from interest paid or
accrued on the underlying mortgage loans.

        Section 67 of the Internal Revenue Code allows an individual, estate or
trust holding a grantor trust fractional interest certificate directly or
through some types of pass-through entities a deduction for any reasonable
servicing fees and expenses only to the extent that the total of the holder's
miscellaneous itemized deductions exceeds two percent of the holder's adjusted
gross income.

         o     Section 68 of the Internal Revenue Code reduces the amount of
               itemized deductions otherwise allowable for an individual whose
               adjusted gross income exceeds a specified amount.

        The amount of additional taxable income reportable by holders of grantor
trust fractional interest certificates who are subject to the limitations of
either Section 67 or Section 68 of the Internal Revenue Code may be substantial.
Further, certificateholders, other than corporations, subject to the alternative
minimum tax may not deduct miscellaneous itemized deductions in determining
their alternative minimum taxable income.



                                     -126-


        Although it is not entirely clear, it appears that in transactions in
which multiple classes of grantor trust certificates, including grantor trust
strip certificates, are issued, any fees and expenses should be allocated among
those classes of grantor trust certificates. The method of this allocation
should recognize that each class benefits from the related services. In the
absence of statutory or administrative clarification as to the method to be
used, we currently expect that information returns or reports to the IRS and
certificateholders will be based on a method that allocates these fees and
expenses among classes of grantor trust certificates with respect to each period
based on the payments made to each class during that period.

        The federal income tax treatment of grantor trust fractional interest
certificates of any series will depend on whether they are subject to the
stripped bond rules of Section 1286 of the Internal Revenue Code. Grantor trust
fractional interest certificates may be subject to those rules if:

         o     a class of grantor trust strip certificates is issued as part of
               the same series, or

         o     we or any of our affiliates retain, for our or its own account or
               for purposes of resale, a right to receive a specified portion of
               the interest payable on an underlying mortgage loan.

        Further, the IRS has ruled that an unreasonably high servicing fee
retained by a seller or servicer will be treated as a retained ownership
interest in mortgage loans that constitutes a stripped coupon. We will include
in the related prospectus supplement information regarding servicing fees paid
out of the assets of the related trust to:

         o     a master servicer,

         o     a special servicer,

         o     any sub-servicer, or

         o     their respective affiliates.

        If Stripped Bond Rules Apply. If the stripped bond rules apply, each
grantor trust fractional interest certificate will be treated as having been
issued with original issue discount within the meaning of Section 1273(a) of the
Internal Revenue Code. This is subject, however, to the discussion below
regarding:

         o     the treatment of some stripped bonds as market discount bonds,
               and

         o     de minimis market discount.

        See "--Market Discount" below.

        Under the stripped bond rules, the holder of a grantor trust fractional
interest certificate, whether a cash or accrual method taxpayer, will be
required to report interest income from its grantor trust fractional interest
certificate for each month. The amount of reportable interest income must equal
the income that accrues on the certificate in that month calculated under a
constant yield method, in accordance with the rules of the Internal Revenue Code
relating to original issue discount.

        The original issue discount on a grantor trust fractional interest
certificate will be the excess of the certificate's stated redemption price over
its issue price. The issue price of a grantor trust fractional interest
certificate as to any purchaser will be equal to the price paid by that
purchaser of the grantor trust fractional interest certificate. The stated
redemption price of a grantor trust fractional interest certificate will be the
sum of all payments to be made on that certificate, other than qualified stated
interest, if any, and the certificate's share of reasonable servicing fees and
other expenses.

                                     -127-


        See "--If Stripped Bond Rules Do Not Apply" for a definition of
"qualified stated interest." In general, the amount of that income that accrues
in any month would equal the product of:

         o     the holder's adjusted basis in the grantor trust fractional
               interest certificate at the beginning of the related month, as
               defined in "--Sales of Grantor Trust Certificates," and

         o     the yield of that grantor trust fractional interest certificate
               to the holder.

        The yield would be computed as the rate, that, if used to discount the
holder's share of future payments on the related mortgage loans, would cause the
present value of those future payments to equal the price at which the holder
purchased the certificate. This rate is compounded based on the regular interval
between payment dates. In computing yield under the stripped bond rules, a
certificateholder's share of future payments on the related mortgage loans will
not include any payments made with respect to any ownership interest in those
mortgage loans retained by us, a master servicer, a special servicer, a
sub-servicer or our or their respective affiliates, but will include the
certificateholder's share of any reasonable servicing fees and other expenses.

        With respect to some categories of debt instruments, Section 1272(a)(6)
of the Internal Revenue Code requires the use of a reasonable prepayment
assumption in accruing original issue discount, and adjustments in the accrual
of original issue discount when prepayments do not conform to the prepayment
assumption.

        Section 1272(a)(6) applies to any "pool of debt instruments the yield on
which may be affected by reason of prepayments." The precise application of
Section 1272(a)(6) is unclear in some respects. For example, it is uncertain
whether a prepayment assumption will be applied collectively to all a taxpayer's
investments in pools of debt instruments, or on an investment-by-investment
basis. Similarly, it is not clear whether the assumed prepayment rate as to
investments in grantor trust fractional interest certificates is to be
determined based on conditions at the time of the first sale of the certificate
or, with respect to any holder, at the time of purchase of the certificate by
that holder.

        We recommend that certificateholders consult their tax advisors
concerning reporting original issue discount with respect to grantor trust
fractional interest certificates.

        In the case of a grantor trust fractional interest certificate acquired
at a price equal to the principal amount of the related mortgage loans allocable
to that certificate, the use of a prepayment assumption generally would not have
any significant effect on the yield used in calculating accruals of interest
income. In the case, however, of a grantor trust fractional interest certificate
acquired at a price less than or greater than the principal amount,
respectively, the use of a reasonable prepayment assumption would increase or
decrease the yield. Therefore, the use of this prepayment assumption would
accelerate or decelerate, respectively, the reporting of income.

        In the absence of statutory or administrative clarification, we
currently expect that information reports or returns to the IRS and
certificateholders will be based on:

         o     a prepayment assumption determined when certificates are offered
               and sold hereunder, which we will disclose in the related
               prospectus supplement, and

         o     a constant yield computed using a representative initial offering
               price for each class of certificates.

                                     -128-


         However, neither we nor any other person will make any representation
that--

         o     the mortgage loans in any of our trusts will in fact prepay at a
               rate conforming to the prepayment assumption used or any other
               rate, or

         o     the prepayment assumption will not be challenged by the IRS on
               audit.

        Certificateholders also should bear in mind that the use of a
representative initial offering price will mean that the information returns or
reports that we send, even if otherwise accepted as accurate by the IRS, will in
any event be accurate only as to the initial certificateholders of each series
who bought at that price.

        Under Treasury Regulation Section 1.1286-1, some stripped bonds are to
be treated as market discount bonds. Accordingly, any purchaser of that bond is
to account for any discount on the bond as market discount rather than original
issue discount. This treatment only applies, however, if immediately after the
most recent disposition of the bond by a person stripping one or more coupons
from the bond and disposing of the bond or coupon:

         o     there is no original issue discount or only a de minimis amount
               of original issue discount, or

         o     the annual stated rate of interest payable on the original bond
               is no more than one percentage point lower than the gross
               interest rate payable on the related mortgage loans, before
               subtracting any servicing fee or any stripped coupon.

        If interest payable on a grantor trust fractional interest certificate
is more than one percentage point lower than the gross interest rate payable on
the related mortgage loans, we will disclose that fact in the related prospectus
supplement. If the original issue discount or market discount on a grantor trust
fractional interest certificate determined under the stripped bond rules is less
than the product of:

         o     0.25% of the stated redemption price, and

         o     the weighted average maturity of the related mortgage loans,

then the original issue discount or market discount will be considered to be de
minimis. Original issue discount or market discount of only a de minimis amount
will be included in income in the same manner as de minimis original issue
discount and market discount described in "--If Stripped Bond Rules Do Not
Apply" and "--Market Discount" below.

        If Stripped Bond Rules Do Not Apply. Subject to the discussion below on
original issue discount, if the stripped bond rules do not apply to a grantor
trust fractional interest certificate, the certificateholder will be required to
report its share of the interest income on the related mortgage loans in
accordance with the certificateholder's normal method of accounting. In that
case, the original issue discount rules will apply, even if the stripped bond
rules do not apply, to a grantor trust fractional interest certificate to the
extent it evidences an interest in mortgage loans issued with original issue
discount.

        The original issue discount, if any, on mortgage loans will equal the
difference between:

         o     the stated redemption price of the mortgage loans, and

         o     their issue price.

                                     -129-


        For a definition of "stated redemption price," see "--REMICs--Taxation
of Owners of REMIC Regular Certificates--Original Issue Discount" above. In
general, the issue price of a mortgage loan will be the amount received by the
borrower from the lender under the terms of the mortgage loan. If the borrower
separately pays points to the lender that are not paid for services provided by
the lender, such as commitment fees or loan processing costs, the amount of
those points paid reduces the issue price.

        The stated redemption price of a mortgage loan will generally equal its
principal amount. The determination as to whether original issue discount will
be considered to be de minimis will be calculated using the same test as in the
REMIC discussion. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above.

        In the case of mortgage loans bearing adjustable or variable interest
rates, we will describe in the related prospectus supplement the manner in which
these rules will be applied with respect to the mortgage loans by the related
trustee or master servicer, as applicable, in preparing information returns to
certificateholders and the IRS.

        If original issue discount is in excess of a de minimis amount, all
original issue discount with respect to a mortgage loan will be required to be
accrued and reported in income each month, based on a constant yield. Section
1272(a)(6) of the Internal Revenue Code requires that a prepayment assumption be
used in computing yield with respect to any pool of debt instruments, the yield
on which may be affected by prepayments. The precise application of this
legislation is unclear in some respects. For example, it is uncertain whether a
prepayment assumption will be applied collectively to all a taxpayer's
investments in pools of debt instruments, or will be applied on an
investment-by-investment basis. Similarly, it is not clear whether the assumed
prepayment rate as to investments in grantor trust fractional interest
certificates is to be determined based on conditions at the time of the first
sale of the certificate or, with respect to any holder, at the time of purchase
of the certificate by that holder. We recommend that certificateholders consult
their own tax advisors concerning reporting original issue discount with respect
to grantor trust fractional interest certificates.

        A purchaser of a grantor trust fractional interest certificate may
purchase the grantor trust fractional interest certificate at a cost less than
the certificate's allocable portion of the total remaining stated redemption
price of the underlying mortgage loans. In that case, the purchaser will also be
required to include in gross income the certificate's daily portions of any
original issue discount with respect to those mortgage loans. However, each
daily portion will be reduced, if the cost of the grantor trust fractional
interest certificate to the purchaser is in excess of the certificate's
allocable portion of the aggregate adjusted issue prices of the underlying
mortgage loans. The reduction will be approximately in proportion to the ratio
that the excess bears to the certificate's allocable portion of the total
original issue discount remaining to be accrued on those mortgage loans.

        The adjusted issue price of a mortgage loan on any given day equals the
sum of:

         o     the adjusted issue price or the issue price, in the case of the
               first accrual period, of the mortgage loan at the beginning of
               the accrual period that includes that day, and

         o     the daily portions of original issue discount for all days during
               the accrual period prior to that day.

        The adjusted issue price of a mortgage loan at the beginning of any
accrual period will equal:

         o     the issue price of the mortgage loan, increased by

                                     -130-


         o     the total amount of original issue discount with respect to the
               mortgage loan that accrued in prior accrual periods, and reduced
               by

         o     the amount of any payments made on the mortgage loan in prior
               accrual periods of amounts included in its stated redemption
               price.

        In the absence of statutory or administrative clarification, we
currently expect that information reports or returns to the IRS and
certificateholders will be based on:

         o     a prepayment assumption determined when the certificates are
               offered and sold hereunder and disclosed in the related
               prospectus supplement, and

         o     a constant yield computed using a representative initial offering
               price for each class of certificates.

         However, neither we nor any other person will make any representation
that--

         o     the mortgage loans will in fact prepay at a rate conforming to
               the prepayment assumption or any other rate, or

         o     the prepayment assumption will not be challenged by the IRS on
               audit.

        Certificateholders also should bear in mind that the use of a
representative initial offering price will mean that the information returns or
reports, even if otherwise accepted as accurate by the IRS, will in any event be
accurate only as to the initial certificateholders of each series who bought at
that price.

        Market Discount. If the stripped bond rules do not apply to a grantor
trust fractional interest certificate, a certificateholder may be subject to the
market discount rules of Sections 1276 through 1278 of the Internal Revenue Code
to the extent an interest in a mortgage loan is considered to have been
purchased at a market discount. A mortgage loan is considered to have been
purchased at a market discount if--

         o     in the case of a mortgage loan issued without original issue
               discount, it is purchased at a price less than its remaining
               stated redemption price, or

         o     in the case of a mortgage loan issued with original issue
               discount, it is purchased at a price less than its adjusted issue
               price.

        If market discount is in excess of a de minimis amount, the holder
generally must include in income in each month the amount of the discount that
has accrued, under the rules described in the next paragraph, through that month
that has not previously been included in income. However, the inclusion will be
limited, in the case of the portion of the discount that is allocable to any
mortgage loan, to the payment of stated redemption price on the mortgage loan
that is received by or, for accrual method certificateholders, due to the trust
in that month. A certificateholder may elect to include market discount in
income currently as it accrues, under a constant yield method based on the yield
of the certificate to the holder, rather than including it on a deferred basis
in accordance with the foregoing under rules similar to those described in
"--REMICs--Taxation of Owners of REMIC Regular Certificates--Market Discount"
above.

                                     -131-


        Section 1276(b)(3) of the Internal Revenue Code authorizes the Treasury
Department to issue regulations providing for the method for accruing market
discount on debt instruments, the principal of which is payable in more than one
installment. Until the time that regulations are issued by the Treasury
Department, the relevant rules described in the Committee Report apply. Under
those rules, in each accrual period, you may accrue market discount on the
underlying mortgage loans, at your option:

         o     on the basis of a constant yield method,

         o     in the case of a mortgage loan issued without original issue
               discount, in an amount that bears the same ratio to the total
               remaining market discount as the stated interest paid in the
               accrual period bears to the total stated interest remaining to be
               paid on the mortgage loan as of the beginning of the accrual
               period, or

         o     in the case of a mortgage loan issued with original issue
               discount, in an amount that bears the same ratio to the total
               remaining market discount as the original issue discount accrued
               in the accrual period bears to the total original issue discount
               remaining at the beginning of the accrual period.

        Section 1272(a)(6) of the Internal Revenue Code requires that a
prepayment assumption be used in computing the accrual of original issue
discount with respect to any pool of debt instruments, the yield on which may be
affected by prepayments. Because the mortgage loans will be a pool described in
that section, it appears that the prepayment assumption used, or that would be
used, in calculating the accrual of original issue discount, if any, is also to
be used in calculating the accrual of market discount. However, the precise
application of Section 1272(a)(6) is unclear in some respects. For example, it
is uncertain whether a prepayment assumption will be applied collectively to all
of a taxpayer's investments in pools of debt instruments, or on an
investment-by-investment basis. Similarly, it is not clear whether the assumed
prepayment rate is to be determined at the time of the first sale of the grantor
trust fractional interest certificate, or with respect to any holder, at the
time of that holder's purchase of the grantor trust fractional interest
certificate.

        We recommend that certificateholders consult their own tax advisors
concerning accrual of market discount with respect to grantor trust fractional
interest certificates. Certificateholders should also refer to the related
prospectus supplement to determine whether and in what manner the market
discount will apply to the underlying mortgage loans purchased at a market
discount.

        To the extent that the underlying mortgage loans provide for periodic
payments of stated redemption price, you may be required to include market
discount in income at a rate that is not significantly slower than the rate at
which that discount would be included in income if it were original issue
discount.

        Market discount with respect to mortgage loans may be considered to be
de minimis and, if so, will be includible in income under de minimis rules
similar to those described under "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above.

        Further, under the rules described under "--REMICs--Taxation of Owners
of REMIC Regular Certificates--Market Discount" above, any discount that is not
original issue discount and exceeds a de minimis amount may require the deferral
of interest expense deductions attributable to accrued market discount not yet
includible in income, unless an election has been made to report market discount
currently as it accrues. This rule applies without regard to the origination
dates of the underlying mortgage loans.



                                     -132-


        Premium. If a certificateholder is treated as acquiring the underlying
mortgage loans at a premium, which is a price in excess of their remaining
stated redemption price, the certificateholder may elect under Section 171 of
the Internal Revenue Code to amortize the portion of that premium allocable to
mortgage loans originated after September 27, 1985 using a constant yield
method. Amortizable premium is treated as an offset to interest income on the
related debt instrument, rather than as a separate interest deduction. However,
premium allocable to mortgage loans originated before September 28, 1985 or to
mortgage loans for which an amortization election is not made, should:

         o     be allocated among the payments of stated redemption price on the
               mortgage loan, and

         o     be allowed as a deduction as those payments are made or, for an
               accrual method certificateholder, due.

        It appears that a prepayment assumption should be used in computing
amortization of premium allowable under Section 171 of the Internal Revenue Code
similar to that described for calculating the accrual of market discount of
grantor trust fractional interest certificates. See "--Market Discount" above.

        Taxation of Owners of Grantor Trust Strip Certificates. The stripped
coupon rules of Section 1286 of the Internal Revenue Code will apply to the
grantor trust strip certificates. Except as described above under "--Taxation of
Owners of Grantor Trust Fractional Interest Certificates--If Stripped Bond Rules
Apply," no regulations or published rulings under Section 1286 of the Internal
Revenue Code have been issued and some uncertainty exists as to how it will be
applied to securities, such as the grantor trust strip certificates.
Accordingly, we recommend that you consult your tax advisors concerning the
method to be used in reporting income or loss with respect to those
certificates.

        The Treasury regulations promulgated under the original discount rules
do not apply to stripped coupons, although they provide general guidance as to
how the original issue discount sections of the Internal Revenue Code will be
applied.

        Under the stripped coupon rules, it appears that original issue discount
will be required to be accrued in each month on the grantor trust strip
certificates based on a constant yield method. In effect, you would include as
interest income in each month an amount equal to the product of your adjusted
basis in the grantor trust strip certificate at the beginning of that month and
the yield of the grantor trust strip certificate to you. This yield would be
calculated based on:

         o     the price paid for that grantor trust strip certificate by you,
               and

         o     the projected payments remaining to be made on that grantor trust
               strip certificate at the time of the purchase, plus

         o     an allocable portion of the projected servicing fees and expenses
               to be paid with respect to the underlying mortgage loans.

        See "--Taxation of Owners of Grantor Trust Fractional Interest
Certificates--If Stripped Bond Rules Apply" above.



                                     -133-


        As noted above, Section 1272(a)(6) of the Internal Revenue Code requires
that a prepayment assumption be used in computing the accrual of original issue
discount with respect to some categories of debt instruments. The Internal
Revenue Code also requires adjustments be made in the amount and rate of accrual
of that discount when prepayments do not conform to the prepayment assumption.
It appears that those provisions would apply to grantor trust strip
certificates. It is uncertain whether the assumed prepayment rate would be
determined based on:

         o     conditions at the time of the first sale of the grantor trust
               strip certificate or,

         o     with respect to any subsequent holder, at the time of purchase of
               the grantor trust strip certificate by that holder.

        If the method for computing original issue discount under Section
1272(a)(6) results in a negative amount of original issue discount as to any
accrual period with respect to a grantor trust strip certificate, the amount of
original issue discount allocable to that accrual period will be zero. That is,
no current deduction of the negative amount will be allowed to you. You will
instead only be permitted to offset that negative amount against future positive
original issue discount, if any, attributable to that certificate. Although not
free from doubt, it is possible that you may be permitted to deduct a loss to
the extent his or her basis in the certificate exceeds the maximum amount of
payments you could ever receive with respect to that certificate. However, the
loss may be a capital loss, which is limited in its deductibility. The foregoing
considerations are particularly relevant to grantor trust certificates with no,
or disproportionately small, amounts of principal, which can have negative
yields under circumstances that are not default related. See "Risk Factors--The
Investment Performance of Your Offered Certificates Will Depend Upon Payments,
Defaults and Losses on the Underlying Mortgage Loans; and Those Payments,
Defaults and Losses May Be Highly Unpredictable" above.

        The accrual of income on the grantor trust strip certificates will be
significantly slower using a prepayment assumption than if yield is computed
assuming no prepayments. In the absence of statutory or administrative
clarification, we currently expect that information returns or reports to the
IRS and certificateholders will be based on:

         o     the prepayment assumption we will disclose in the related
               prospectus supplement, and

         o     a constant yield computed using a representative initial offering
               price for each class of certificates.

         However, neither we nor any other person will make any representation
that--

         o     the mortgage loans in any of our trusts will in fact prepay at a
               rate conforming to the prepayment assumption or at any other rate
               or

         o     the prepayment assumption will not be challenged by the IRS on
               audit.

        We recommend that prospective purchasers of the grantor trust strip
certificates consult their tax advisors regarding the use of the prepayment
assumption.

        Certificateholders also should bear in mind that the use of a
representative initial offering price will mean that the information returns or
reports, even if otherwise accepted as accurate by the IRS, will in any event be
accurate only as to the initial certificateholders of each series who bought at
that price.

        Sales of Grantor Trust Certificates. Any gain or loss recognized on the
sale or exchange of a grantor trust certificate by an investor who holds that
certificate as a capital asset, will be capital gain or

                                     -134-


loss, except as described below in this "--Sales of Grantor Trust Certificates"
subsection. The amount recognized equals the difference between:

         o     the amount realized on the sale or exchange of a grantor trust
               certificate, and

         o     its adjusted basis.

        The adjusted basis of a grantor trust certificate generally will equal:

         o     its cost, increased by

         o     any income reported by the seller, including original issue
               discount and market discount income, and reduced, but not below
               zero, by

         o     any and all previously reported losses, amortized premium, and
               payments with respect to that grantor trust certificate.

        As of the date of this prospectus, the Internal Revenue Code provides
for lower rates as to long-term capital gains, than those applicable to the
short-term capital gains and ordinary income realized or received by
individuals. No similar rate differential exists for corporations. In addition,
the distinction between a capital gain or loss and ordinary income or loss
remains relevant for other purposes.

        Gain or loss from the sale of a grantor trust certificate may be
partially or wholly ordinary and not capital in some circumstances. Gain
attributable to accrued and unrecognized market discount will be treated as
ordinary income. Gain or loss recognized by banks and other financial
institutions subject to Section 582(c) of the Internal Revenue Code will be
treated as ordinary income.

        Furthermore, a portion of any gain that might otherwise be capital gain
may be treated as ordinary income to the extent that the grantor trust
certificate is held as part of a "conversion transaction" within the meaning of
Section 1258 of the Internal Revenue Code. A conversion transaction generally is
one in which the taxpayer has taken two or more positions in the same or similar
property that reduce or eliminate market risk, if substantially all of the
taxpayer's return is attributable to the time value of the taxpayer's net
investment in the transaction. The amount of gain realized in a conversion
transaction that is recharacterized as ordinary income generally will not exceed
the amount of interest that would have accrued on the taxpayer's net investment
at 120% of the appropriate applicable Federal rate at the time the taxpayer
enters into the conversion transaction, subject to appropriate reduction for
prior inclusion of interest and other ordinary income items from the
transaction.

        The Internal Revenue Code requires the recognition of gain upon the
constructive sale of an appreciated financial position. A constructive sale of
an appreciated financial position occurs if a taxpayer enters into a transaction
or series of transactions that have the effect of substantially eliminating the
taxpayer's risk of loss and opportunity for gain with respect to the financial
instrument. Debt instruments that--

         o     entitle the holder to a specified principal amount,

         o     pay interest at a fixed or variable rate, and

         o     are not convertible into the stock of the issuer or a related
               party,

cannot be the subject of a constructive sale for this purpose. Because most
grantor trust certificates meet this exception, this Section will not apply to
most grantor trust certificates. However, some grantor trust certificates have
no, or a disproportionately small amount of, principal and these certificates
can be the subject of a constructive sale.

                                     -135-


        Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include the net capital
gain in total net investment income for the relevant taxable year. This election
would be done for purposes of the rule that limits the deduction of interest on
indebtedness incurred to purchase or carry property held for investment to a
taxpayer's net investment income.

        Grantor Trust Reporting. Unless otherwise provided in the related
prospectus supplement, the related tax administrator will furnish or make
readily available through electronic means to each holder of a grantor trust
certificate with each payment a statement setting forth the amount of the
payment allocable to principal on the underlying mortgage loans and to interest
on those loans at the related pass-through rate. In addition, the related tax
administrator will furnish, within a reasonable time after the end of each
calendar year, to each person or entity that was the holder of a grantor trust
certificate at any time during that year, information regarding:

         o     the amount of servicing compensation received by a master
               servicer or special servicer, and

         o     all other customary factual information the reporting party deems
               necessary or desirable to enable holders of the related grantor
               trust certificates to prepare their tax returns.

        The reporting party will furnish comparable information to the IRS as
and when required by law to do so.

        Because the rules for accruing discount and amortizing premium with
respect to grantor trust certificates are uncertain in various respects, there
is no assurance the IRS will agree with the information reports of those items
of income and expense. Moreover, those information reports, even if otherwise
accepted as accurate by the IRS, will in any event be accurate only as to the
initial certificateholders that bought their certificates at the representative
initial offering price used in preparing the reports.

        On June 20, 2002, the Service published proposed regulations, which
will, when effective, establish a reporting framework for interests in "widely
held fixed investment trusts" that will place the responsibility of reporting on
the person in the ownership chain who holds an interest for a beneficial owner.
A widely-held fixed investment trust is defined as any entity classified as a
"trust" under Treasury Regulation Section 301.7701-4(c) in which any interest is
held by a middleman, which includes, but is not limited to:

         o     a custodian of a person's account,

         o     a nominee, and

         o     a broker holding an interest for a customer in street name.

        These regulations were proposed to be effective beginning January 1,
2004, but such date has passed and the regulations have not been finalized. It
is unclear when, or if, these regulations will become final.

        Backup Withholding. In general, the rules described under
"--REMICs--Backup Withholding with Respect to REMIC Certificates" above will
also apply to grantor trust certificates.

        Foreign Investors. In general, the discussion with respect to REMIC
regular certificates under "--REMICs--Foreign Investors in REMIC Certificates"
above applies to grantor trust certificates. However, unless we otherwise
specify in the related prospectus supplement, grantor trust certificates

                                     -136-


will be eligible for exemption from U.S. withholding tax, subject to the
conditions described in the discussion above, only to the extent the related
mortgage loans were originated after July 18, 1984.

        To the extent that interest on a grantor trust certificate would be
exempt under Sections 871(h)(1) and 881(c) of the Internal Revenue Code from
United States withholding tax, and the certificate is not held in connection
with a certificateholder's trade or business in the United States, the
certificate will not be subject to United States estate taxes in the estate of a
nonresident alien individual.

        Any holder of a certificate that reports any item or items of income,
gain, expense, or loss in respect of a certificate for tax purposes in an amount
that differs from the amount reported for book purposes by more than $10
million, on a gross basis, in any taxable year may be subject to certain
disclosure requirements for "reportable transactions." Prospective investors
should consult their tax advisers concerning any possible tax return disclosure
obligation with respect to the certificates.

                        STATE AND OTHER TAX CONSEQUENCES

        In addition to the federal income tax consequences described in "Federal
Income Tax Consequences," potential investors should consider the state and
local tax consequences concerning the offered certificates. State and local tax
law may differ substantially from the corresponding federal law, and the
discussion above does not purport to describe any aspect of the tax laws of any
state or other jurisdiction. Therefore, we recommend that prospective investors
consult their tax advisors with respect to the various tax consequences of
investments in the offered certificates.

                          CERTAIN ERISA CONSIDERATIONS

GENERAL

        The Employee Retirement Income Security Act of 1974, as amended, and the
Internal Revenue Code impose various requirements on--

         o     ERISA Plans, and

         o     persons that are fiduciaries with respect to ERISA Plans,

in connection with the investment of the assets of an ERISA Plan. For purposes
of this discussion, ERISA Plans may include individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts,
including as applicable, insurance company general accounts, in which other
ERISA Plans are invested.

        Governmental plans and, if they have not made an election under Section
410(d) of the Internal Revenue Code, church plans are not subject to ERISA
requirements. Accordingly, assets of those plans may be invested in the offered
certificates without regard to the considerations described below in this
"Certain ERISA Considerations" section, subject to the provisions of other
applicable federal and state law. Any of those plans which is qualified and
exempt from taxation under Sections 401(a) and 501(a) of the Internal Revenue
Code, however, is subject to the prohibited transaction rules in Section 503 of
the Internal Revenue Code.



                                     -137-


        ERISA imposes general fiduciary requirements on a fiduciary that is
investing the assets of an ERISA Plan, including--

         o     investment prudence and diversification, and

         o     compliance with the investing ERISA Plan's governing the
               documents.

        Section 406 of ERISA and Section 4975 of the Internal Revenue Code also
prohibit a broad range of transactions involving the assets of an ERISA Plan and
a Party in Interest with respect to that ERISA Plan, unless a statutory or
administrative exemption exists.

        The types of transactions between ERISA Plans and Parties in Interest
that are prohibited include:

         o     sales, exchanges or leases of property;

         o     loans or other extensions of credit; and

         o     the furnishing of goods and services.

        Parties in Interest that participate in a prohibited transaction may be
subject to an excise tax imposed under Section 4975 of the Internal Revenue Code
or a penalty imposed under Section 502(i) of ERISA, unless a statutory or
administrative exemption is available. In addition, the persons involved in the
prohibited transaction may have to cancel the transaction and pay an amount to
the affected ERISA Plan for any losses realized by that ERISA Plan or profits
realized by those persons. In addition, individual retirement accounts involved
in the prohibited transaction may be disqualified which would result in adverse
tax consequences to the owner of the account.

PLAN ASSET REGULATIONS

    An ERISA Plan's investment in offered certificates may cause the underlying
mortgage assets and other assets of the related trust to be deemed assets of
that ERISA Plan. Section 2510.3-101 of the Plan Asset Regulations provides that
when an ERISA Plan acquires an equity interest in an entity, the assets that
ERISA Plan or arrangement include both that equity interest and an undivided
interest in each of the underlying assets of the entity, unless an exception
applies. One exception is that the equity participation in the entity by benefit
plan investors, which include both ERISA Plans and some employee benefit plans
not subject to ERISA or Section 4975 of the Internal Revenue Code, is not
significant. The equity participation by benefit plan investors will be
significant on any date if 25% or more of the value of any class of equity
interests in the entity is held by benefit plan investors. The percentage owned
by benefit plan investors is determined by excluding the investments of the
following persons:

         1.    those with discretionary authority or control over the assets of
               the entity,

         2.    those who provide investment advice directly or indirectly for a
               fee with respect to the assets of the entity, and

         3.    those who are affiliates of the persons described in the
               preceding clauses 1. and 2.

        In the case of one of our trusts, investments by us, by the related
trustee, the related master servicer, the related special servicer or any other
party with discretionary authority over the related trust assets, or by the
affiliates of these persons, will be excluded.



                                     -138-


        A fiduciary of an investing ERISA Plan is any person who--

         o     has discretionary authority or control over the management or
               disposition of the assets of that ERISA Plan, or

         o     provides investment advice with respect to the assets of that
               ERISA Plan for a fee.

        If the mortgage and other assets included in one of our trusts are ERISA
Plan assets, then any party exercising management or discretionary control
regarding those assets, such as the related trustee, master servicer or special
servicer, or affiliates of any of these parties, may be--

         o     deemed to be a fiduciary with respect to the investing ERISA
               Plan, and

         o     subject to the fiduciary responsibility provisions of ERISA.

In addition, if the mortgage and other assets included in one of our trusts are
ERISA Plan assets, then the operation of that trust may involve prohibited
transactions under ERISA or Section 4975 of the Internal Revenue Code. For
example, if a borrower with respect to a mortgage loan in that trust is a Party
in Interest to an investing ERISA Plan, then the purchase by that ERISA Plan of
offered certificates evidencing interests in that trust, could be a prohibited
loan between that ERISA Plan and the Party in Interest.

        The Plan Asset Regulations provide that where an ERISA Plan purchases a
"guaranteed governmental mortgage pool certificate," the assets of that ERISA
Plan include the certificate but do not include any of the mortgages underlying
the certificate. The Plan Asset Regulations include in the definition of a
"guaranteed governmental mortgage pool certificate" some certificates issued
and/or guaranteed by Freddie Mac, Ginnie Mae, Fannie Mae and Farmer Mac.
Accordingly, even if these types of mortgaged-backed securities were deemed to
be assets of an ERISA Plan, the underlying mortgages would not be treated as
assets of that ERISA Plan. Private label mortgage participations, mortgage
pass-through certificates or other mortgage-backed securities are not
"guaranteed governmental mortgage pool certificates" within the meaning of the
Plan Asset Regulations.

        In addition, the acquisition or holding of offered certificates by or on
behalf of an ERISA Plan could give rise to a prohibited transaction if we or the
related trustee, master servicer or special servicer or any related underwriter,
sub-servicer, tax administrator, manager, borrower or obligor under any credit
enhancement mechanism, or one of their affiliates, is or becomes a Party in
Interest with respect to an investing ERISA Plan.

        If you are the fiduciary of an ERISA Plan, you should consult your
counsel and review the ERISA discussion in the related prospectus supplement
before purchasing any offered certificates.

PROHIBITED TRANSACTION EXEMPTIONS

        If you are an ERISA Plan fiduciary, then, in connection with your
deciding whether to purchase any of the offered certificates on behalf of an
ERISA Plan, you should consider the availability of one of the following
prohibited transaction class exemptions issued by the U.S. Department of Labor:

         o     Prohibited Transaction Class Exemption 75-1, which exempts
               particular transactions involving ERISA Plans and broker-dealers,
               reporting dealers and banks;

         o     Prohibited Transaction Class Exemption 90-1, which exempts
               particular transactions between insurance company separate
               accounts and Parties in Interest;



                                     -139-


         o     Prohibited Transaction Class Exemption 91-38, which exempts
               particular transactions between bank collective investment funds
               and Parties in Interest;

         o     Prohibited Transaction Class Exemption 84-14, which exempts
               particular transactions effected on behalf of an ERISA Plan by a
               "qualified professional asset manager;"

         o     Prohibited Transaction Class Exemption 95-60, which exempts
               particular transactions between insurance company general
               accounts and Parties in Interest; and

         o     Prohibited Transaction Class Exemption 96-23, which exempts
               particular transactions effected on behalf of an ERISA Plan by an
               "in-house asset manager."

        We cannot provide any assurance that any of these class exemptions will
apply with respect to any particular investment by or on behalf of an ERISA Plan
in any class of offered certificates. Furthermore, even if any of them were
deemed to apply, that particular class exemption may not apply to all
transactions that could occur in connection with the investment. The prospectus
supplement with respect to the offered certificates of any series may contain
additional information regarding the availability of other exemptions, with
respect to those certificates.

UNDERWRITER'S EXEMPTION

        It is expected that Greenwich Capital Markets, Inc. will be the sole,
lead or co-lead underwriter in each underwritten offering of certificates made
by this prospectus. The U.S. Department of Labor issued PTE 90-59 to Greenwich
Capital Markets, Inc. Subject to the satisfaction of the conditions specified in
that exemption, PTE 90-59, as amended by PTE 97-34, PTE 2000-58 and PTE 2002-41,
generally exempts from the application of the prohibited transaction provisions
of ERISA and the Internal Revenue Code, various transactions relating to, among
other things--

         o     the servicing and operation of some mortgage assets pools, such
               as the types of mortgage asset pools that will be included in our
               trusts, and

         o     the purchase, sale and holding of some certificates evidencing
               interests in those pools that are underwritten by Greenwich
               Capital Markets, Inc. or any person affiliated with Greenwich
               Capital Markets, Inc., such as particular classes of the offered
               certificates.

        The related prospectus supplement will state whether PTE 90-59 is or may
be available with respect to any offered certificates underwritten by Greenwich
Capital Markets, Inc.

INSURANCE COMPANY GENERAL ACCOUNTS

        The Small Business Job Protection Act of 1996 added a new Section 401(c)
to ERISA, which provides relief from the fiduciary and prohibited transaction
provisions of ERISA and the Internal Revenue Code for transactions involving an
insurance company general account. This exemption is in addition to any
exemption that may be available under prohibited transaction class exemption
95-60 for the purchase and holding of offered certificates by an insurance
company general account.

        Under Section 401(c) of ERISA, the U.S. Department of Labor issued a
final regulation on January 5, 2000, providing guidance for determining, in
cases where insurance policies supported by an insurer's general account are
issued to or for the benefit of an ERISA Plan on or before December 31, 1998,
which general account assets are ERISA Plan assets. That regulation generally
provides that, if the specified requirements are satisfied with respect to
insurance policies issued on or before December 31, 1998, the assets of an
insurance company general account will not be ERISA Plan assets.



                                     -140-


        Any assets of an insurance company general account which support
insurance policies issued to an ERISA Plan after December 31, 1998, or issued to
an ERISA Plan on or before December 31, 1998 for which the insurance company
does not comply with the requirements set forth in the final regulation under
Section 401(c) of ERISA, may be treated as ERISA Plan assets. In addition,
because Section 401(c) of ERISA and the regulation issued under Section 401(c)
of ERISA do not relate to insurance company separate accounts, separate account
assets are still treated as ERISA Plan assets, invested in the separate account.
If you are an insurance company are contemplating the investment of general
account assets in offered certificates, you should consult your legal counsel as
to the applicability of Section 401(c) of ERISA.

CONSULTATION WITH COUNSEL

        If you are a fiduciary for an ERISA Plan and you intend to purchase
offered certificates on behalf of or with assets of that ERISA Plan, you should:

         o     consider your general fiduciary obligations under ERISA, and

         o     consult with your legal counsel as to--

               1.     the potential applicability of ERISA and Section 4975 of
                      the Internal Revenue Code to that investment, and

               2.     the availability of any prohibited transaction exemption
                      in connection with that investment.

TAX EXEMPT INVESTORS

        An ERISA Plan that is exempt from federal income taxation under Section
501 of the Internal Revenue Code will be subject to federal income taxation to
the extent that its income is "unrelated business taxable income" within the
meaning of Section 512 of the Internal Revenue Code. All excess inclusions of a
REMIC allocated to a REMIC residual certificate held by a tax-exempt ERISA Plan
will be considered unrelated business taxable income and will be subject to
federal income tax.

        See "Federal Income Tax Consequences--REMICs--Taxation of Owners of
REMIC Residual Certificates--Excess Inclusions" in this prospectus.

                                LEGAL INVESTMENT

        If and to the extent specified in the related prospectus supplement, the
offered certificates of any series may constitute mortgage related securities
for purposes of the Secondary Mortgage Market Enhancement Act of 1984. Mortgage
related securities are legal investments for entities--

         o     that are created or existing under the laws of the United States
               or any state, including the District of Columbia and Puerto Rico,
               and

         o     whose authorized investments are subject to state regulations,

to the same extent that, under applicable law, obligations issued by or
guaranteed as to principal and interest by the United States or any of its
agencies or instrumentalities are legal investments for those entities.



                                     -141-


        Prior to December 31, 1996, classes of offered certificates would be
mortgage related securities for purposes of SMMEA only if they:

         o     were rated in one of the two highest rating categories by at
               least one nationally recognized statistical rating organization;
               and

         o     evidenced interests in a trust consisting of loans directly
               secured by a first lien on a single parcel of real estate upon
               which is located a dwelling or mixed residential and commercial
               structure, which loans had been originated by the types of
               originators specified in SMMEA.

        Further, under SMMEA as originally enacted, if a state enacted
legislation on or before October 3, 1991 that specifically limited the legal
investment authority of any entities referred to in the preceding paragraph with
respect to mortgage related securities under that definition, offered
certificates would constitute legal investments for entities subject to the
legislation only to the extent provided in that legislation.

        Effective December 31, 1996, the definition of "mortgage related
securities" was modified to include among the types of loans to which the
securities may relate, loans secured by "one or more parcels of real estate upon
which is located one or more commercial structures." In addition, the related
legislative history states that this expanded definition includes multifamily
loans secured by more than one parcel of real estate upon which is located more
than one structure. Through September 23, 2001, any state could have enacted
legislation limiting the extent to which mortgage related securities under this
expanded definition would constitute legal investments under that state's laws.

        SMMEA also amended the legal investment authority of federally chartered
depository institutions as follows:

         o     federal savings and loan associations and federal savings banks
               may invest in, sell or otherwise deal in mortgage related
               securities without limitation as to the percentage of their
               assets represented by those securities;

         o     federal credit unions may invest in mortgage related securities;
               and

         o     national banks may purchase mortgage related securities for their
               own account without regard to the limitations generally
               applicable to investment securities prescribed in 12 U.S.C. ss.
               24 (Seventh),

subject in each case to regulations that the applicable federal regulatory
authority may prescribe.

        The OCC has amended 12 C.F.R. Part 1 to authorize national banks to
purchase and sell for their own account, without limitation as to a percentage
of the bank's capital and surplus, but subject to compliance with general
standards in 12 C.F.R. ss. 1.5 concerning "safety and soundness" and retention
of credit information, "Type IV securities," which are defined in 12 C.F.R. ss.
1.2(m) to include some commercial mortgage-related securities and residential
mortgage-related securities. As defined, "commercial mortgage-related security"
and "residential mortgage-related security" mean, in relevant part, a mortgage
related security within the meaning of SMMEA, provided that, in the case of a
commercial mortgage-related security, it "represents ownership of a promissory
note or certificate of interest or participation that is directly secured by a
first lien on one or more parcels of real estate upon which one or more
commercial structures are located and that is fully secured by interests in a
pool of loans to numerous obligors." In the absence of any rule or
administrative interpretation by the OCC defining the term "numerous obligors,"
we make no representation as to whether any class of offered

                                     -142-


certificates will qualify as commercial mortgage-related securities, and thus as
Type IV securities, for investment by national banks.

        The NCUA has adopted rules, codified at 12 C.F.R. Part 703, which permit
federal credit unions to invest in mortgage related securities under limited
circumstances, other than stripped mortgage related securities, residual
interests in mortgage related securities and commercial mortgage related
securities, unless the credit union has obtained written approval from the NCUA
to participate in the investment pilot program described in 12 C.F.R. ss.
703.140.

        The OTS has issued Thrift Bulletin 13a (December 1, 1998), "Management
of Interest Rate Risk, Investment Securities, and Derivatives Activities," which
thrift institutions subject to the jurisdiction of the OTS should consider
before investing in any of the offered certificates.

        All depository institutions considering an investment in the offered
certificates should review the "Supervisory Policy Statement on Investment
Securities and End-User Derivatives Activities" of the Federal Financial
Institutions Examination Council, which has been adopted by the Board of
Governors of the Federal Reserve System, the FDIC, the OCC and the OTS effective
May 26, 1998, and by the NCUA effective October 1, 1998. That statement sets
forth general guidelines which depository institutions must follow in managing
risks, including market, credit, liquidity, operational (transaction), and legal
risks, applicable to all securities, including mortgage pass-through securities
and mortgage-derivative products used for investment purposes.

        The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions which
may restrict or prohibit investment in securities which are not
"interest-bearing" or "income-paying" and, with regard to any offered
certificates issued in book-entry form, provisions which may restrict or
prohibit investments in securities which are issued in book-entry form.

        There may be other restrictions on your ability either to purchase one
or more classes of offered certificates of any series or to purchase offered
certificates representing more than a specified percentage of your assets.
Except as to the status of some classes of offered certificates as mortgage
related securities, we make no representations as to the proper characterization
of any class of offered certificates for legal investment, financial institution
regulatory or other purposes. Also, we make no representations as to the ability
of particular investors to purchase any class of offered certificates under
applicable legal investment restrictions. These uncertainties and any
unfavorable future determinations concerning legal investment or financial
institution regulatory characteristics of the offered certificates may adversely
affect the liquidity of any class of offered certificates. Accordingly, if your
investment activities are subject to legal investment laws and regulations,
regulatory capital requirements or review by regulatory authorities, you should
consult with your legal advisor in determining whether and to what extent--

         o     the offered certificates of any class and series constitute legal
               investments or are subject to investment, capital or other
               restrictions; and

         o     SMMEA has been overridden in any State relevant to you.

                                     -143-


                                 USE OF PROCEEDS

        Unless otherwise specified in the related prospectus supplement, the net
proceeds to be received from the sale of the offered certificates of any series
will be applied by us to the purchase of assets for the related trust or will be
used by us to cover expenses related to that purchase and the issuance of those
certificates. We expect to sell the offered certificates from time to time, but
the timing and amount of offerings of those certificates will depend on a number
of factors, including the volume of mortgage assets acquired by us, prevailing
interest rates, availability of funds and general market conditions.

                             METHOD OF DISTRIBUTION

        The certificates offered by this prospectus and the related prospectus
supplements will be offered in series through one or more of the methods
described in the next paragraph. The prospectus supplement prepared for the
offered certificates of each series will describe the method of offering being
utilized for those certificates and will state the net proceeds to us from the
sale of those certificates.

               We intend that offered certificates will be offered through the
following methods from time to time. We further intend that offerings may be
made concurrently through more than one of these methods or that an offering of
the offered certificates of a particular series may be made through a
combination of two or more of these methods. The methods are as follows:

         1.    by negotiated firm commitment or best efforts underwriting and
               public offering by one or more underwriters specified in the
               related prospectus supplement;

         2.    by placements by us with institutional investors through dealers;
               and

         3.    by direct placements by us with institutional investors.

        In addition, if specified in the related prospectus supplement, the
offered certificates of a series may be offered in whole or in part to the
seller of the mortgage assets that would back those certificates. Furthermore,
the related trust assets for any series of offered certificates may include
other securities, the offering of which was registered under the registration
statement of which this prospectus is a part.

        If underwriters are used in a sale of any offered certificates, other
than in connection with an underwriting on a best efforts basis, the offered
certificates will be acquired by the underwriters for their own account. These
certificates may be resold from time to time in one or more transactions,
including negotiated transactions, at fixed public offering prices or at varying
prices to be determined at the time of sale or at the time of commitment
therefor. The managing underwriter or underwriters with respect to the offer and
sale of offered certificates of a particular series will be described on the
cover of the prospectus supplement relating to the series and the members of the
underwriting syndicate, if any, will be named in the relevant prospectus
supplement.

        Underwriters may receive compensation from us or from purchasers of the
offered certificates in the form of discounts, concessions or commissions.
Underwriters and dealers participating in the payment of the offered
certificates may be deemed to be underwriters in connection with those
certificates. In addition, any discounts or commissions received by them from us
and any profit on the resale of those offered certificates by them may be deemed
to be underwriting discounts and commissions under the Securities Act of 1933,
as amended.


                                     -144-


        It is anticipated that the underwriting agreement pertaining to the sale
of the offered certificates of any series will provide that--

         o     the obligations of the underwriters will be subject to various
               conditions precedent,

         o     the underwriters will be obligated to purchase all the
               certificates if any are purchased, other than in connection with
               an underwriting on a best efforts basis, and

         o     in limited circumstances, we will indemnify the several
               underwriters and the underwriters will indemnify us against civil
               liabilities relating to disclosure in our registration statement,
               this prospectus or any of the related prospectus supplements,
               including liabilities under the Securities Act of 1933, as
               amended, or will contribute to payments required to be made with
               respect to any liabilities.

        The prospectus supplement with respect to any series offered by
placements through dealers will contain information regarding the nature of the
offering and any agreements to be entered into between us and purchasers of
offered certificates of that series.

        We anticipate that the offered certificates will be sold primarily to
institutional investors. Purchasers of offered certificates, including dealers,
may, depending on the facts and circumstances of the purchases, be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended, in
connection with reoffers and sales by them of offered certificates. Holders of
offered certificates should consult with their legal advisors in this regard
prior to any reoffer or sale.

                                  LEGAL MATTERS

        Unless otherwise specified in the related prospectus supplement,
particular legal matters in connection with the certificates of each series,
including some federal income tax consequences, will be passed upon for us by
Cadwalader, Wickersham & Taft LLP or Sidley Austin Brown & Wood LLP.

                              FINANCIAL INFORMATION

        A new trust will be formed with respect to each series of offered
certificates. None of those trusts will engage in any business activities or
have any assets or obligations prior to the issuance of the related series of
offered certificates. Accordingly, no financial statements with respect to any
trust will be included in this prospectus or in the related prospectus
supplement. We have determined that our financial statements will not be
material to the offering of any offered certificates.

                                     RATING

        It is a condition to the issuance of any class of offered certificates
that, at the time of issuance, at least one nationally recognized statistical
rating organization has rated those certificates in one of its generic rating
categories which signifies investment grade. Typically, the four highest rating
categories, within which there may be sub-categories or gradations indicating
relative standing, signify investment grade.

        Ratings on mortgage pass-through certificates address the likelihood of
receipt by the holders of all payments of interest and/or principal to which
they are entitled. These ratings address the structural, legal and
issuer-related aspects associated with the certificates, the nature of the
underlying mortgage


                                     -145-


assets and the credit quality of any third-party credit enhancer. The rating(s)
on a class of offered certificates will not represent any assessment of--

         o     whether the price paid for those certificates is fair;

         o     whether those certificates are a suitable investment for any
               particular investor;

         o     the tax attributes of those certificates or of the related trust;

         o     the yield to maturity or, if they have principal balances, the
               average life of those certificates;

         o     the likelihood or frequency of prepayments of principal on the
               underlying mortgage loans;

         o     the degree to which the amount or frequency of prepayments on the
               underlying mortgage loans might differ from those originally
               anticipated;

         o     whether or to what extent the interest payable on those
               certificates may be reduced in connection with interest
               shortfalls resulting from the timing of voluntary prepayments;

         o     the likelihood that any amounts other than interest at the
               related mortgage interest rates and principal will be received
               with respect to the underlying mortgage loans; or

         o     if those certificates provide solely or primarily for payments of
               interest, whether the holders, despite receiving all payments of
               interest to which they are entitled, would ultimately recover
               their initial investments in those certificates.

        A security rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time by the
assigning rating organization. Each security rating should be evaluated
independently of any other security rating.



                                     -146-


                                    GLOSSARY

        The following capitalized terms will have the respective meanings
assigned to them in this "Glossary" section whenever they are used in this
prospectus.

        "ADA" means the Americans with Disabilities Act of 1990, as amended.

        "CERCLA" means the federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

        "Committee Report" means the Conference Committee Report accompanying
the Tax Reform Act of 1986.

        "CPR" means an assumed constant rate of prepayment each month, which is
expressed on a per annum basis, relative to the then outstanding principal
balance of a pool of mortgage loans for the life of those loans.

        "Disqualified Organization" means:

         o     the United States,

         o     any State or political subdivision of the United States,

         o     any foreign government,

         o     any international organization,

         o     any agency or instrumentality of the foregoing, except for
               instrumentalities described in Section 168(h)(2)(D) of the
               Internal Revenue Code or the Freddie Mac,

         o     any organization, other than a cooperative described in Section
               521 of the Internal Revenue Code, that is exempt from federal
               income tax, except if it is subject to the tax imposed by Section
               511 of the Internal Revenue Code, or

         o     any organization described in Section 1381(a)(2)(C) of the
               Internal Revenue Code.

        "Electing Large Partnership" means any partnership having more than 100
members during the preceding tax year which elects to apply simplified reporting
provisions under the Internal Revenue Code, except for some service partnerships
and commodity pools.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

        "ERISA Plan" means any employee benefit plan, or other retirement plan,
arrangement or account, that is subject to the fiduciary responsibility
provisions of the Employee Retirement Income Security Act of 1974, as amended,
and Section 4975 of the Internal Revenue Code.

         "Euroclear Operator" means Euroclear Bank, S.A./N.V., as operator of
the Euroclear System, or any successor entity.

        "Euroclear Terms and Conditions" means the Terms and Conditions
Governing Use of Euroclear and the related Operating Procedures of the Euroclear
System and, to the extent that it applies to the operation of the Euroclear
System, Belgian law.

        "Fannie Mae" means the Federal National Mortgage Association.



                                     -147-


        "Farmer Mac" means the Federal Agricultural Mortgage Corporation.

        "FDIC" means the Federal Deposit Insurance Corporation.

        "Financial Intermediary" means a brokerage firm, bank, thrift
institution or other financial intermediary that maintains an account of a
beneficial owner of securities.

        "Freddie Mac" means the Federal Home Loan Mortgage Association.

        "Ginnie Mae" means the Government National Mortgage Association.

        "Governing Document" means the pooling and servicing agreement or other
similar agreement or collection of agreements, which governs the issuance of a
series of offered certificates.

        "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended.

        "IRS" means the Internal Revenue Service.

        "Lender Liability Act" means the Asset Conservation Lender Liability and
Deposit Insurance Act of 1996, as amended.

        "Net Income From Foreclosure Property" means income from foreclosure
property other than qualifying rents and other qualifying income for a REIT.

        "NCUA" means the National Credit Union Administration.

        "OCC" means the Office of the Comptroller of the Currency.

        "OTS" means the Office of Thrift Supervision.

        "Party in Interest" means any person that is a "party in interest"
within the meaning of ERISA or a "disqualified person" within the meaning of
Section 4975 of the Internal Revenue Code.

        "Pass-Through Entity" means any:

        o     regulated investment company,

        o     real estate investment trust,

        o     trust,

        o     partnership, or

        o     other entities described in Section 860E(e)(6) of the Internal
              Revenue Code.

        "Plan Asset Regulations" means the regulations of the U.S. Department of
Labor promulgated under ERISA.

        "PTE" means a Prohibited Transaction Exemption issued by the U.S.
Department of Labor.

        "REIT" means a real estate investment trust within the meaning of
Section 856(a) of the Internal Revenue Code.

        "Relief Act" means the Servicemembers Civil Relief Act, as amended.



                                     -148-


        "REMIC" means a real estate mortgage investment conduit, within the
meaning of, and formed in accordance with, the Tax Reform Act of 1986 and
Sections 860A through 860G of the Internal Revenue Code.

        "SEC" means the Securities and Exchange Commission.

        "SMMEA" means the Secondary Mortgage Market Enhancement Act of 1984, as
amended.

        "SPA" means standard prepayment assumption.

        "UCC" means, for any jurisdiction, the Uniform Commercial Code as in
effect in that jurisdiction.

        "U.S. Person" means:

        o      a citizen or resident of the United States;

        o      a corporation, partnership or other entity created or organized
               in, or under the laws of, the United States, any state or the
               District of Columbia;

        o      an estate whose income from sources without the United States is
               includible in gross income for United States federal income tax
               purposes regardless of its connection with the conduct of a trade
               or business within the United States; or

        o      a trust as to which--

               1.     a court in the United States is able to exercise primary
                      supervision over the administration of the trust, and

               2.     one or more United States persons have the authority to
                      control all substantial decisions of the trust.

        In addition, to the extent provided in the Treasury Regulations, a trust
will be a U.S. Person if it was in existence on August 20, 1996 and it elected
to be treated as a U.S. Person.



                                     -149-












                     [THIS PAGE INTENTIONALLY LEFT BLANK.]


















The attached diskette contains one spreadsheet file that can be put on a
user-specified hard drive or network drive. This spreadsheet file is "GCCFC
2005-GG3-Annex-A1.XLS" and is a Microsoft Excel 97(1) spreadsheet. The file
provides, in electronic format, some of the statistical information that appears
under the caption "Description of the Mortgage Pool" in, and on Annex A and
Annex B to, this prospectus supplement. Capitalized terms used, but not
otherwise defined, in the spreadsheet file will have the respective meanings
assigned to them in this prospectus supplement. All the information contained in
the spreadsheet file is subject to the same limitations and qualifications
contained in this prospectus supplement. Prospective investors are strongly
urged to read this prospectus supplement and the accompanying prospectus in its
entirety prior to accessing the spreadsheet file.

----------------------

(1) Microsoft Excel is a registered trademark of Microsoft Corporation.





================================================================================

                 PROSPECTUS SUPPLEMENT

Important Notice ...............................      S-4
Notice to Residents of the United Kingdom.......      S-4
Summary of Prospectus Supplement ...............      S-5
Introduction to the Transaction ................      S-5
Risk Factors ...................................     S-34
Capitalized Terms Used in this Prospectus
   Supplement ..................................     S-56
Forward-Looking Statements .....................     S-56
Description of the Mortgage Pool ...............     S-57
Servicing Under the Pooling and Servicing
   Agreement ...................................     S-82
Description of the Offered Certificates ........    S-113
Yield and Maturity Considerations ..............    S-134
Use of Proceeds ................................    S-138
Certain Legal Aspects ..........................    S-139
Federal Income Tax Consequences ................    S-139
Certain ERISA Considerations ...................    S-142
Legal Investment ...............................    S-145
Method of Distribution .........................    S-145
Legal Matters ..................................    S-147
Ratings ........................................    S-147
Glossary .......................................    S-149
ANNEX A--Certain Characteristics of the
   Underlying Mortgage Loans ...................      A-1
ANNEX B--Structural and Collateral Term
   Sheet .......................................      B-1
ANNEX C--Mortgage Pool Characteristics..........      C-1
ANNEX D--Decrement Tables ......................      D-1
ANNEX E--Form of Payment Date
   Statement ...................................      E-1
ANNEX F--Terms of the Class XP
   Certificates ................................      F-1
ANNEX G--Global Clearance, Settlement
   and Tax Documentation Procedures ............      G-1

                    PROSPECTUS

Important Notice About the Information
   Presented in this Prospectus ................        1
Available Information; Incorporation by
   Reference ...................................        1
Summary of Prospectus ..........................        2
Risk Factors ...................................       11
Capitalized Terms Used in this Prospectus ......       31
Description of the Trust Assets ................       32
Yield and Maturity Considerations ..............       56
Greenwich Capital Commercial Funding
   Corp. .......................................       62
Description of the Certificates ................       62
Description of the Governing Documents .........       72
Description of Credit Support ..................       82
Legal Aspects of Mortgage Loans ................       84
Federal Income Tax Consequences ................       98
State and Other Tax Consequences ...............      137
Certain ERISA Considerations ...................      137
Legal Investment ...............................      141
Use of Proceeds ................................      144
Method of Distribution .........................      144
Legal Matters ..................................      145
Financial Information ..........................      145
Rating .........................................      145
Glossary .......................................      147

       UNTIL MAY  , 2005, ALL DEALERS THAT EFFECT TRANSACTIONS IN THE OFFERED
CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. THIS
DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.




                                 $3,361,571,000
                                 (APPROXIMATE)


                               GREENWICH CAPITAL
                           COMMERCIAL FUNDING CORP.,
                                  AS DEPOSITOR





                      COMMERCIAL MORTGAGE TRUST 2005-GG3
                                   AS ISSUER





                        COMMERCIAL MORTGAGE PASS-THROUGH
                         CERTIFICATES, SERIES 2005-GG3
                        CLASS A-1, CLASS A-2, CLASS A-3,
                        CLASS A-4, CLASS A-5, CLASS A-6,
                      CLASS A-J, CLASS B, CLASS C, CLASS D
                                  AND CLASS E



        --------------------------------------------------------------
                             PROSPECTUS SUPPLEMENT
        --------------------------------------------------------------


                              GOLDMAN, SACHS & CO.


                     [GRAPHIC OMITTED]RBS GREENWICH CAPITAL




                         BANC OF AMERICA SECURITIES LLC
                            BEAR, STEARNS & CO. INC.
                           CREDIT SUISSE FIRST BOSTON
                              WACHOVIA SECURITIES







                                 JANUARY   , 2005

================================================================================