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 OCTOBER 11, 2005

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 11, 2005)


                          $4,091,653,000 (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-GG5
                                   AS ISSUER

         COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-GG5
        CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS A-5,
           CLASS A-M, 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 October
11, 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
$4,405,549,368.

     Each class of offered certificates will receive, to the extent of
available funds, monthly distributions of interest, principal or both,
commencing in December 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-GG5 certificates.

     YOU SHOULD FULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE S-35 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, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and 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, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers.
[GRAPHIC OMITTED]



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

BANC OF AMERICA SECURITIES LLC                       CREDIT SUISSE FIRST BOSTON
MORGAN STANLEY                                              WACHOVIA SECURITIES
             The date of this prospectus supplement is      , 2005.

                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.

         Commercial Mortgage Pass-Through Certificates, Series 2005-GG5
                      Geographic Overview of Mortgage Pool

                                 [MAP OMITTED]




NEW YORK               NORTH CAROLINA         TEXAS                NEBRASKA
5 properties           12 properties          21 properties        1 property
$490,887,856           $100,328,460           $313,727,880         $3,483,494
11.1 of total          2.3% of total          7.1% of total        0.1% of total

MASSACHUSETTS          SOUTH CAROLINA         OKLAHOMA             MISSOURI
5 properties           5 properties           1 property           3 properties
$160,169,708           $63,073,315            $44,134,109          $40,351,883
3.6% of total          1.4% of total          1.0% of total        0.9% of total

CONNECTICUT            GUAM                   HAWAII               IOWA
6 properties           1 property             2 properties         2 properties
$104,917,529           $44,000,000            $21,269,898          $10,437,091
2.4% of total          1.0% of total          0.5% of total        0.2% of total

RHODE ISLAND           GEORGIA                COLORADO             MINNESOTA
1 property             10 properties          8 properties         4 properties
$16,686,304            $83,692,915            $118,996,443         $57,753,059
0.4% of total          1.9% of total          2.7% of total        1.3% of total

NEW JERSEY             FLORIDA                ARIZONA              ILLINOIS
7 properties           25 properties          9 properties         6 properties
$73,031,512            $184,306,060           $70,395,035          $169,282,100
1.7% of total          4.2% of total          1.6% of total        3.8% of total

DELAWARE               ALABAMA                CALIFORNIA           WISCONSIN
1 property             4 properties           50 properties        1 property
$78,000,000            $76,819,168            $801,653,414         $31,458,915
1.8% of total          1.7% of total          18.2% of toal        0.7% of total

DISTRICT OF COLUMBIA   KENTUCKY               NEVADA               INDIANA
1 property             3 properties           10 properties        2 properties
$105,770,000           $32,276,558            $81,405,875          $18,875,260
2.4% of total          0.7% of total          1.8% of total        0.4% of total

MARYLAND               TENNESSEE              OREGON               MICHIGAN
13 properties          3 properties           2 properties         8 properties
$262,958,164           $31,568,989            $21,400,000          $66,850,071
6.0% of total          0.7% of total          0.5% of total        1.5% of total

VIRGINIA               LOUISIANA              WASHINGTON           OHIO
10 properties          1 property             2 properties         2 properties
$338,788,409           $2,781,051             $130,500,000         $9,385,652
7.7% of total          0.1% of total          3.0% of total        0.2% of total

WEST VIRGINIA          ARKANSAS               UTAH                 PENNSYLVANIA
2 properties           1 property             1 property           17 properties
$9,100,228             $6,872,093             $6,600,000           $121,560,873
0.2% of total          0.2% of total          0.1% of total        2.8% 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
                                            ------------------------------------






731 LEXINGTON AVENUE            New York, New York               LYNNHAVEN MALL              Virginia Beach, Virginia
[PHOTO OMITTED]                                                  [PHOTO OMITTED]




SCHRON INDUSTRIAL PORTFOLIO                                                                        Various Locations
[PHOTO OMITTED]                                                                                      [PHOTO OMITTED]


JQH HOTEL PORTFOLIO A                                                                              Various Locations
[PHOTO OMITTED]                                                                                      [PHOTO OMITTED]



MARYLAND AND MULTIFAMILY PORTFOLIO                                                                 Various Locations
[PHOTO OMITTED]                                                                                      [PHOTO OMITTED]













550 West Jackson Boulevard       Chicago, Illinois                1425 New York Avenue            Washington, DC
[PHOTO OMITTED]                                                                                  [PHOTO OMITTED]









JQH HOTEL PORTFOLIO B                                                                          Various Locations
[PHOTO OMITTED]                                                                                  [PHOTO OMITTED]







GATEWAY AT LAKE SUCCESS     Lake Success, New York                CROSS POINT              Lowell, Massachusetts
[PHOTO OMITTED]                                                                                  [PHOTO OMITTED]

                                TABLE OF CONTENTS

IMPORTANT NOTICE........................................................       4
NOTICE TO RESIDENTS OF THE UNITED KINGDOM...............................       4
SUMMARY OF PROSPECTUS SUPPLEMENT........................................       5
INTRODUCTION TO THE TRANSACTION.........................................       5
RISK FACTORS............................................................      35
   Risks Related to the Offered Certificates............................      35
   Risks Related to the Underlying Mortgage Loans.......................      37
   Conflicts of Interest................................................      55
CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT....................      58
FORWARD-LOOKING STATEMENTS..............................................      58
DESCRIPTION OF THE MORTGAGE POOL........................................      58
   General..............................................................      58
   Multi-Property Mortgage Loans........................................      60
   Mortgage Loans with Affiliated Borrowers.............................      60
   Terms and Conditions of the Trust Mortgage Loans.....................      60
   Mortgage Pool Characteristics........................................      68
   Split Loan Structure.................................................      68
   Significant Underlying Mortgage Loans................................      73
   Additional Loan and Property Information.............................      73
   Assessments of Property Condition....................................      81
   Assignment of the Underlying Mortgage Loans..........................      83
   Representations and Warranties.......................................      85
   Cures and Repurchases................................................      86
   The Mortgage Loan Sellers and Originators............................      88
   Changes In Mortgage Pool Characteristics.............................      88
SERVICING UNDER THE POOLING AND SERVICING AGREEMENT.....................      89
   General..............................................................      89
   The Initial Master Servicer, the Initial Special Servicer and the
      Initial Primary Servicer..........................................      90
   Servicing of the Non-Serviced Loan Groups............................      91
   Servicing and Other Compensation and Payment of Expenses.............      93
   The Directing Holders................................................      99
   Replacement of the Special Servicer..................................     105
   Enforcement of Due-on-Sale and Due-on-Encumbrance Provisions.........     106
   Modifications, Waivers, Amendments and Consents......................     106
   Required Appraisals..................................................     108
   Custodial Account....................................................     109
   Maintenance of Insurance.............................................     111
   Fair Value Option....................................................     112
   Realization Upon Defaulted Mortgage Loans............................     114
   REO Properties.......................................................     115
   Inspections; Collection of Operating Information.....................     117
   Evidence as to Compliance............................................     117
   Events of Default....................................................     118
   Rights Upon Event of Default.........................................     119
DESCRIPTION OF THE OFFERED CERTIFICATES.................................     120
   General..............................................................     120
   Registration and Denominations.......................................     122
   Distribution Account.................................................     122
   Interest Reserve Account.............................................     124
   Payments.............................................................     124
   Treatment of REO Properties..........................................     130
   Reductions of Certificate Principal Balances in Connection With
      Realized Losses and Additional Trust Fund Expenses................     131


                                      S-2



   Advances of Delinquent Monthly Debt Service Payments.................     133
   Reimbursement of Advances............................................     134
   Reports to Certificateholders; Available Information.................     136
   Voting Rights........................................................     139
   Termination..........................................................     139
   The Trustee..........................................................     140
   The Fiscal Agent.....................................................     141
YIELD AND MATURITY CONSIDERATIONS.......................................     142
   Yield Considerations.................................................     142
   Weighted Average Lives...............................................     145
USE OF PROCEEDS.........................................................     146
CERTAIN LEGAL ASPECTS...................................................     146
   Election of Remedies.................................................     146
FEDERAL INCOME TAX CONSEQUENCES.........................................     147
   General..............................................................     147
   Discount and Premium; Prepayment Consideration.......................     148
   Characterization of Investments in Offered Certificates..............     149
CERTAIN ERISA CONSIDERATIONS............................................     150
LEGAL INVESTMENT........................................................     153
METHOD OF DISTRIBUTION..................................................     153
LEGAL MATTERS...........................................................     155
RATINGS.................................................................     155
GLOSSARY................................................................     156

ANNEX A--CERTAIN CHARACTERISTICS OF THE UNDERLYING MORTGAGE LOANS.......   A-1-1
ANNEX A-2--SCHRON INDUSTRIAL PORTFOLIO AMORTIZATION SCHEDULE............   A-2-1
ANNEX A-3--SUNSET RIDGE APARTMENTS AMORTIZATION SCHEDULE................   A-3-1
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--CLASS A-AB PLANNED PRINCIPAL BALANCE...........................     G-1
ANNEX H--GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES..     H-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-GG5 Commercial Mortgage
Pass-Through Certificates, which consist of multiple classes and are referred to
in this prospectus supplement as the series 2005-GG5 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-GG5 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES



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

Offered Certificates
  A-1     $  108,000,000    30.000%     2.451%        (1)               %        2.67      12/05 - 4/10     AAA/Aaa
  A-2     $  910,000,000    30.000%    20.656%        (1)               %        4.82      4/10 - 11/10     AAA/Aaa
  A-3     $   67,000,000    30.000%     1.521%        (1)               %        5.67      11/10 - 9/11     AAA/Aaa
  A-4     $  357,000,000    30.000%     8.103%        (1)               %        6.72      7/12 - 1/13      AAA/Aaa
 A-AB     $  144,000,000    30.000%     3.269%        (1)               %        7.65      9/11 - 2/15      AAA/Aaa
  A-5     $1,497,884,000    30.000%    34.000%        (1)               %        9.73      2/15 - 10/15     AAA/Aaa
  A-M     $  440,555,000    20.000%    10.000%        (1)               %        9.94     10/15 - 10/15     AAA/Aaa
  A-J     $  308,388,000    13.000%     7.000%        (1)               %        9.94     10/15 - 10/15     AAA/Aaa
   B      $   99,125,000    10.750%     2.250%        (1)               %        9.94     10/15 - 10/15      AA/Aa2
   C      $   38,549,000     9.875%     0.875%        (1)               %        9.94     10/15 - 10/15     AA-/Aa3
   D      $   82,604,000     8.000%     1.875%        (1)               %        9.94     10/15 - 10/15       A/A2
   E      $   38,548,000     7.125%     0.875%        (1)               %        9.94     10/15 - 10/15      A-/A3

Non-Offered Certificates
   F      $   55,070,000     5.875%     1.250%        (1)               %        9.94     10/15 - 11/15    BBB+/Baa1
   G      $   44,055,000     4.875%     1.000%        (1)               %       10.02     11/15 - 11/15     BBB/Baa2
   H      $   49,563,000     3.750%     1.125%        (1)               %       10.02     11/15 - 11/15    BBB-/Baa3
   J      $   22,028,000     3.250%     0.500%        (1)               %       10.02     11/15 - 11/15     BB+/Ba1
   K      $   22,027,000     2.750%     0.500%        (1)               %       10.02     11/15 - 11/15      BB/Ba2
   L      $   22,028,000     2.250%     0.500%        (1)               %       10.02     11/15 - 11/15     BB-/Ba3
   M      $    5,507,000     2.125%     0.125%        (1)               %       10.02     11/15 - 11/15      B+/B1
   N      $   16,521,000     1.750%     0.375%        (1)               %       10.02     11/15 - 11/15       B/B2
   O      $   11,014,000     1.500%     0.250%        (1)               %       10.02     11/15 - 11/15      B-/B3
   P      $   66,083,368     0.000%     1.500%        (1)               %       10.17      11/15 - 8/18      NR/NR
  XP      $                    N/A        N/A     Variable IO           %         N/A          N/A          AAA/Aaa
  XC      $4,405,549,368       N/A        N/A     Variable IO           %         N/A          N/A          AAA/Aaa
  XK                   (3)     N/A        N/A         (3)            N/A          N/A          N/A           NR/NR
  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 payment date, the pass-through rates on the class A-1, class A-2,
     class A-3, class A-4, class A-AB, class A-5, class A-M, 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 and amounts
     transferred into or out of the interest reserve account) as of their
     respective due dates in the month preceding the month in which the related
     payment 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.

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


                                       S-5



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

(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."

(3)  The class XK certificates are entitled to receive exit fees, if any,
     received with respect to the mortgage loan secured by the mortgaged
     property identified on Annex A to this prospectus supplement as Kalani
     Industrial.

     The offered certificates will evidence beneficial ownership interests in a
common law trust designated as the Commercial Mortgage Trust 2005-GG5. 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
November 3, 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-AB, class A-5, class A-M, 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-GG5
                                 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-AB, class A-5,
                                 class A-M, 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-GG5
                                 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

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


                                       S-6



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

                                 the class XP and class XC certificates will be
                                 $____________ and $4,405,549,368 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.

                                 The class XK certificates will not have a
                                 principal balance or a notional amount. The
                                 class XK certificates will only be entitled to
                                 receive exit fees, if any, received with
                                 respect to the mortgage loan secured by the
                                 mortgaged property identified on Annex A to
                                 this prospectus supplement as Kalani
                                 Industrial.

                                 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-AB, class A-5, class A-M, 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-GG5
                                 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-AB, class A-5, class XP and class XC
                                 certificates will be the most senior classes 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-GG5 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-GG5 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.

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                                      S-7



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C.   PASS-THROUGH RATE........   Each class of the series 2005-GG5 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-GG5 certificates
                                 will accrue interest.

                                 The pass-through rates on the class A-1, class
                                 A-2, class A-3, class A-4, class A-AB, class
                                 A-5, class A-M, 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 and amounts transferred
                                 into or out of the interest reserve account) as
                                 of their respective due dates in the month
                                 preceding the month in which the related
                                 payment 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

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                                      S-8



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                                      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
                                 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. In addition, interest
                                 accrued in January, except during a leap year,
                                 or February will be decreased to reflect any
                                 amounts transferred into the interest reserve
                                 account and interest accrued in March will be
                                 increased to reflect any amounts transferred
                                 out of the interest reserve account. 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

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                                      S-9



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                                 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 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-GG5 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-GG5
                                 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.

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                                      S-10



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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.......   Wachovia Bank, National Association, a national
                                 banking association, will act as the initial
                                 master servicer under the pooling and servicing
                                 agreement. The mortgage loans, except for the
                                 mortgage loans secured by the Wells Fargo
                                 Center property and the San Francisco Centre
                                 property, will be serviced under the pooling
                                 and servicing agreement entered into in
                                 connection with the issuance of series 2005-GG5
                                 certificates.

                                 The mortgage loan secured by the Wells Fargo
                                 Center 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
                                 2005-GG4. The master servicer under that
                                 pooling and servicing agreement is GMAC
                                 Commercial Mortgage Corporation.

                                 The mortgage loan secured by the San Francisco
                                 Centre property will be serviced under the
                                 pooling and servicing agreement entered into in
                                 connection with the Wachovia Bank Commercial
                                 Mortgage Trust, Commercial Mortgage
                                 Pass-Through Certificates, Series 2005-C20. The
                                 master servicer under that pooling and
                                 servicing agreement is Wachovia Bank, National
                                 Association.

                                 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., a Delaware
                                 corporation 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 San Francisco
                                 Centre property and certain other mortgage
                                 loans which have other primary servicing
                                 arrangements in place.

INITIAL SPECIAL SERVICER......   LNR Partners, Inc., a Florida 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 Wells Fargo Center property and the San
                                 Francisco Centre property, will be specially
                                 serviced under the pooling and servicing
                                 agreement entered into in connection with the
                                 issuance of series 2005-GG5 certificates.

                                 The mortgage loan secured by the Wells Fargo
                                 Center 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 2005-GG4. The special servicer under
                                 that pooling and servicing agreement is LNR
                                 Partners, Inc.

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                                      S-11



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                                 The mortgage loan secured by the San Francisco
                                 Centre property will be specially serviced
                                 under the pooling and servicing agreement
                                 entered into in connection with the Wachovia
                                 Bank Commercial Mortgage Trust, Commercial
                                 Mortgage Pass Through Certificates, Series
                                 2005-C20. The special servicer under that
                                 pooling and servicing agreement is CWCapital
                                 Asset Management, LLC.

                                 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.

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-GG5 certificates.

                                 Split Loans - Tier 1. With respect to the
                                 mortgage loans secured by the 550 West Jackson
                                 Boulevard property, the Windsor/RECP Hotel
                                 Portfolio properties and the Dahn Corp
                                 property, 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-GG5 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 Shaw's Plaza
                                 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-GG5 certificates. Although the holder of
                                 the applicable subordinate non-trust mortgage
                                 loan will not be the directing holder, for so
                                 long as a control appraisal event does not
                                 exist, it will have non-binding consultation
                                 rights with respect to various matters
                                 affecting that mortgage loan. 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 3. With respect to the
                                 mortgage loans secured by The Pointe
                                 Office/Retail Buildings properties and the
                                 Raintree Center property, which are each 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-GG5 certificates.

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                                      S-12



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                                 Split Loans - Pari Passu:

                                 o    With respect to the mortgage loans secured
                                      by the Maryland Multifamily Portfolio
                                      properties and the Centra Portfolio
                                      properties, each of which is part of a
                                      split loan structure that has one or more
                                      non-trust 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-GG5 certificates.

                                 o    With respect to the mortgage loan secured
                                      by the JQH Hotel Portfolio B properties,
                                      which is part of a split loan structure
                                      that has one pari passu mortgage loan, the
                                      directing holder will be the holder of the
                                      non-trust pari passu mortgage loan, or, if
                                      the non-trust pari passu mortgage loan has
                                      been deposited into a securitization, the
                                      controlling class of 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-GG5 certificates.

                                 o    With respect to the mortgage loans secured
                                      by the Wells Fargo Center property and the
                                      San Francisco Centre property, each of
                                      which is part of a split loan structure
                                      that has one or more non-trust pari passu
                                      mortgage loans included in another
                                      securitization, the directing holder will
                                      be the holder of the certificates
                                      representing a majority interest in a
                                      designated controlling class of such
                                      securitization.

                                 o    With respect to the mortgage loan secured
                                      by the Shaner Hotel Portfolio properties,
                                      which is part of a split loan structure
                                      that has one non-trust pari passu 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
                                      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-GG5
                                      certificates. Notwithstanding the
                                      foregoing, upon the occurrence of a
                                      control appraisal event, the holder of the
                                      pari passu non-trust mortgage loan (or a
                                      designated controlling class of a
                                      securitization into which such note is
                                      deposited) will have the right to appoint
                                      an operating advisor, and the directing
                                      holder and the special servicer will be
                                      required to consult with such operating
                                      advisor prior to making any decision
                                      regarding four of the underlying
                                      properties as described under "Description
                                      of the Mortgage Pool--Split Loan
                                      Structure."

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

                                 o    except in the case of the mortgage loan
                                      secured by the San Francisco Centre
                                      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 loan secured
                                      by the San Francisco Centre property,
                                      consult with respect to the replacement of
                                      the special servicer as described under
                                      "Servicing Under the Pooling

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                                      S-13



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                                      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-GG5 certificateholders
                                 will be the holders of a non-offered class of
                                 series 2005-GG5 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 93
                                      mortgage loans representing 51.0% of the
                                      initial mortgage pool balance;

                                 o    Goldman Sachs Mortgage Company, a New York
                                      limited partnership, as to 80 mortgage
                                      loans and its 50% interest in one mortgage
                                      loan being jointly sold by Goldman Sachs
                                      Mortgage Company and Commerzbank AG, New
                                      York Branch, collectively representing
                                      46.2% of the initial mortgage pool
                                      balance; and

                                 o    Commerzbank AG, New York Branch, as to its
                                      50% interest in one mortgage loan
                                      representing 2.8% of the initial mortgage
                                      pool balance (representing its portion of
                                      the mortgage loan jointly originated with
                                      Archon Financial, L.P. as described under
                                      "--Originators" below 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.

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

                                 o    Greenwich Capital Financial Products,
                                      Inc., a Delaware corporation (51.0%);

                                 o    Archon Financial, L.P., a Delaware limited
                                      partnership (43.4%) (which includes one
                                      mortgage loan (the mortgage loan secured
                                      by the San Francisco Centre property)
                                      jointly originated with Wachovia Bank,
                                      National Association); and

                                 o    with respect to one mortgage loan, Archon
                                      Financial, L.P., and Commerzbank AG, New
                                      York Branch, on a joint basis (5.7%).

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                                      S-14



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UNDERWRITERS..................   Goldman, Sachs & Co., Greenwich Capital
                                 Markets, Inc., Banc of America Securities LLC,
                                 Credit Suisse First Boston LLC, Morgan Stanley
                                 & Co. Incorporated 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, Credit
                                      Suisse First Boston LLC, Morgan Stanley &
                                      Co. Incorporated 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 that pays in November
                                 2005 will be its due date in November. The
                                 cut-off date for any other mortgage loan
                                 included in the trust will be November 6, 2005.
                                 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 November 3,
                                 2005.

PAYMENT DATE..................   Payments on the offered certificates are
                                 scheduled to occur monthly, commencing in
                                 December 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 10th
                                 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-GG5 certificates at the close of
                                 business on each record date will be entitled
                                 to receive, on the following payment date, 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,

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                                      S-15



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                                 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.

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

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

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                                      S-16



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                                 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            April 2010
                                  A-2           November 2010
                                  A-3          September 2011
                                  A-4           January 2013
                                  A-AB          February 2015
                                  A-5           October 2015
                                  A-M           October 2015
                                  A-J           October 2015
                                   B            October 2015
                                   C            October 2015
                                   D            October 2015
                                   E            October 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.

PAYMENTS

A.   GENERAL..................   The trustee will make payments of interest and
                                 principal to the classes of series 2005-GG5
                                 certificateholders in the following order of
                                 priority, subject to available funds:



                                 PAYMENT ORDER                     CLASS
                                 -------------   -----------------------------------------

                                      1st        A-1, A-2, A-3, A-4, A-AB, A-5, XP and XC*
                                      2nd                           A-M
                                      3rd                           A-J
                                      4th                            B
                                      5th                            C
                                      6th                            D
                                      7th                            E
                                      8th                            F
                                      9th                            G
                                     10th                            H
                                     11th                            J
                                     12th                            K


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                                      S-17



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                                 PAYMENT ORDER                     CLASS
                                 -------------   -----------------------------------------

                                     13th                            L
                                     14th                            M
                                     15th                            N
                                     16th                            O
                                     17th                            P


                                 ----------
                                 *    The specific allocation of principal
                                      payments among the class A-1, class A-2,
                                      class A-3, class A-4, class A-AB and class
                                      A-5 certificates is described under "--C.
                                      Payments of Principal" below.

                                 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-AB, class A-5, 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-AB and class A-5
                                 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.

                                 The class XK certificates will be entitled to
                                 receive exit fees, if any, received with
                                 respect to the mortgage loan identified on
                                 Annex A to this prospectus supplement as Kalani
                                 Industrial.

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

B.   PAYMENTS OF INTEREST.....   Each class of series 2005-GG5 certificates,
                                 other than the class XK, 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.

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                                      S-18



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                                 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
                                 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-GG5 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 "Description of the
                                 Offered Certificates--Payments--Priority of
                                 Payments" in this prospectus supplement, 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 will be required to make payments
                                 of principal attributable to the mortgage loans
                                 in a specified sequential order to ensure that:

                                 o    no payments of principal will be made to
                                      the holders of the class A-1 certificates
                                      until the principal balance of the class
                                      A-AB certificates is reduced to the
                                      planned principal balance for the related
                                      payment date set forth on Annex G to this
                                      prospectus supplement;

                                 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
                                      and the principal balance of the class
                                      A-AB certificates is reduced to the
                                      planned principal balance for the related
                                      payment date set forth on Annex G to this
                                      prospectus supplement;

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                                      S-19



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                                 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-2 certificates is reduced to zero
                                      and the principal balance of the class
                                      A-AB certificates is reduced to the
                                      planned principal balance for the related
                                      payment date set forth on Annex G to this
                                      prospectus supplement;

                                 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-3 certificates is reduced to zero
                                      and the principal balance of the class
                                      A-AB certificates is reduced to the
                                      planned principal balance for the related
                                      payment date set forth on Annex G to this
                                      prospectus supplement;

                                 o    no payments of principal in excess of the
                                      amount necessary to reduce the principal
                                      balance of the class A-AB certificates to
                                      the planned principal balance set forth on
                                      Annex G to this prospectus supplement for
                                      the related payment date will be made to
                                      the holders of the class A-AB certificates
                                      until the total principal balance of the
                                      class A-4 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-4 and class A-AB certificates is
                                      reduced to zero;

                                 o    no payments of principal will be made to
                                      the holders of the class A-M, 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; and

                                 o    no payments of principal will be made to
                                      the holders of any non-offered class of
                                      series 2005-GG5 certificates until the
                                      total principal balance of the offered
                                      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-M, 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-AB and class A-5 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-AB and class A-5
                                 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-GG5 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

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                                      S-20



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                                      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 Wells Fargo Center loan or San
                                 Francisco Centre 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-GG5 principal balance certificates on the
                                 corresponding payment date will be reduced by
                                 the amount of such reimbursement.

                                 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-AB,
                                      class A-5, class A-M, 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 the payment date in _______, any
                                      remaining amounts, ___% to the holder of
                                      the class XP certificates and ___% to the
                                      holders of the class XC certificates, and

                                 o    on or after the payment date in _______,
                                      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-GG5
                                 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-GG5 certificates on any payment
                                 date, the total principal balances of the
                                 following classes of series 2005-GG5

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                                      S-21



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                                 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-M
                                      17th         A-1, A-2, A-3, A-4, A-AB and A-5


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

                                 Any losses and expenses that are associated
                                 with any of the mortgage loans secured by the
                                 Maryland Multifamily Portfolio, Centra
                                 Portfolio, Wells Fargo Center, JQH Hotel
                                 Portfolio B, and the San Francisco Centre
                                 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-GG5
                                 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.

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                                 Notwithstanding the foregoing, none of the
                                 master servicer, the trustee or the fiscal
                                 agent will be required to make any advance that
                                 it 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 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-GG5 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 Wells Fargo Center and San
                                      Francisco Centre 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 Wells
                                      Fargo Center and San Francisco Centre
                                      properties 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.

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                                      S-23



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REPORTS TO
   CERTIFICATEHOLDERS.........   On each payment date, the trustee will make
                                 available to the registered holders of the
                                 series 2005-GG5 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-GG5 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.

           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

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                                      S-24



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                                      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 as
                                      set forth in Annex A to this prospectus
                                      supplement.

                                 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 with respect to an
                                      individual property securing a
                                      multi-property mortgage loan, the portions
                                      of those loan balances allocated to such
                                      properties. The allocated loan amount for
                                      each mortgaged property securing a
                                      multi-property mortgage loan is set forth
                                      on Annex A to this prospectus supplement.

                                 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.

                                 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 November 3, 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.

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                                      S-25



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                                 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, and the mortgage
                                 lien with respect to one mortgaged property in
                                 the Centra Portfolio (as described under
                                 "Description of the Mortgage Pool--Additional
                                 Loan and Property Information--Other Financing"
                                 in 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 the 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.

                                 The following chart identifies payment dates
                                 for the mortgage loans, subject, in some cases,
                                 to a next business day convention:



                                                                           % OF INITIAL
                                                            # OF MORTGAGE  MORTGAGE POOL
                                 DUE DATE  GRACE PERIOD(1)      LOANS         BALANCE
                                 --------  ---------------  -------------  -------------

                                     1            0                1            0.2%
                                     1            5               13            5.5%
                                     6            0              158           88.4%
                                     6            3                1            5.7%
                                     6            5                1            0.2%


                                 ----------
                                 (1)  As used in this prospectus supplement,
                                      "grace period" is the number of days
                                      before a payment default is an event of
                                      default under the mortgage loan. See Annex
                                      A for information on the number of days
                                      before late payment charges are due under
                                      each mortgage loan.

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                                      S-26



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                                 The following chart identifies the amortization
                                 characteristics for the mortgage loans:



                                                                                 % OF INITIAL
                                                                                 MORTGAGE POOL
                                                                     # OF LOANS     BALANCE
                                                                     ----------  -------------

                                 Interest-Only then Amortization(1)      94          49.7%
                                 Interest-Only                           20          29.7%
                                 Amortizing Balloon Loans(2)             59          20.4%
                                 Fully Amortizing                         1           0.2%


                                 ----------
                                 (1)  Interest-only periods range from 5 to 84
                                      months.

                                 (2)  Does not include partial interest only
                                      loans. Includes the mortgage loan secured
                                      by the mortgaged property identified on
                                      Annex A to this prospectus supplement
                                      Sunset Ridge Apartments, representing 0.5%
                                      of the initial mortgage pool balance,
                                      which mortgage loan provides for interest
                                      only payments on $20,000,000 of the
                                      initial principal balance and amortizes on
                                      a 360 month schedule with respect to the
                                      remaining $2,000,000 of the initial
                                      principal balance. See Annex A-3 for the
                                      related amortization schedule.

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 550 West
                                      Jackson Boulevard, Windsor/RECP Hotel
                                      Portfolio, Dahn Corp., Shaw's Plaza, The
                                      Pointe Office/Retail Buildings and
                                      Raintree Center (which are each comprised
                                      of one senior and one subordinate 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 loan
                                      identified in the table below as Shaner
                                      Hotel Portfolio (which is comprised of two
                                      senior pari passu mortgage loans and one
                                      subordinate mortgage loan), (i) prior to
                                      certain defaults, the mortgage loan in the
                                      trust and the subordinate 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 and (ii)
                                      the mortgage loan in the trust and the
                                      pari passu mortgage loan outside the trust
                                      are always pari passu in right of payment.

                                 o    with respect to each of the mortgage loans
                                      identified in the table below as Maryland
                                      Multifamily Portfolio, Wells Fargo Center,
                                      Centra Portfolio, JQH Hotel Portfolio B
                                      and San Francisco Centre, the mortgage
                                      loan included in the trust is always pari
                                      passu in right of payment with the
                                      mortgage loan outside the trust.

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                                      S-27



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                                 See "Description of the Mortgage Pool--Split
                                 Loan Structure" in this prospectus supplement.



                                                         TRUST
                                                       MORTGAGE
                                                        LOAN AS
                                                        A % OF
                                            TRUST       INITIAL     AGGREGATE
                                          MORTGAGE     MORTGAGE     NON-TRUST       NON-TRUST
                                            LOAN         POOL       MORTGAGE          B NOTE
            MORTGAGE LOAN                  BALANCE      BALANCE   LOAN BALANCE       BALANCE
-------------------------------------   ------------   --------   ------------     -----------

Maryland Multifamily Portfolio.......   $200,000,000     4.5%     $140,000,000             N/A
550 West Jackson Boulevard...........   $110,400,000     2.5%     $  6,100,000     $ 6,100,000
JQH Hotel Portfolio B................   $110,000,000     2.5%     $131,000,000             N/A
Shaner Hotel Portfolio...............   $ 82,388,627     1.9%     $ 35,951,401     $11,184,880
Wells Fargo Center...................   $ 76,000,000     1.7%     $200,000,000             N/A
San Francisco Centre.................   $ 60,000,000     1.4%     $ 60,000,000             N/A
Windsor/RECP Hotel Portfolio.........   $ 60,000,000     1.4%     $  6,400,000     $ 6,400,000
Dahn Corp............................   $ 31,280,000     0.7%     $  1,720,000     $ 1,720,000
Centra Portfolio.....................   $ 28,400,000     0.6%     $          0(4)          N/A
Shaw's Plaza.........................   $  8,600,000     0.2%     $    900,000     $   900,000
The Pointe Office/Retail Buildings...   $  6,936,000     0.2%     $    415,000     $   415,000
Raintree Center......................   $  3,489,669     0.1%     $    220,000     $   220,000






                                                          CONTROLLING
                                          NON-TRUST        POOLING &      INITIAL       INITIAL
                                         PARI PASSU        SERVICING       MASTER       SPECIAL
            MORTGAGE LOAN               LOAN BALANCE     AGREEMENT(1)   SERVICER(2)   SERVICER(3)
-------------------------------------   ------------     ------------   -----------   -----------

Maryland Multifamily Portfolio.......   $140,000,000       2005-GG5       Wachovia        LNR
550 West Jackson Boulevard...........            N/A       2005-GG5       Wachovia        LNR
JQH Hotel Portfolio B................   $131,000,000       2005-GG5       Wachovia        LNR
Shaner Hotel Portfolio...............   $ 24,766,521       2005-GG5       Wachovia        LNR
Wells Fargo Center...................   $200,000,000       2005-GG4         GMAC          LNR
San Francisco Centre.................   $ 60,000,000       2005-C20       Wachovia         CW
Windsor/RECP Hotel Portfolio.........            N/A       2005-GG5       Wachovia        LNR
Dahn Corp............................            N/A       2005-GG5       Wachovia        LNR
Centra Portfolio.....................   $          0(4)    2005-GG5       Wachovia        LNR
Shaw's Plaza.........................            N/A       2005-GG5       Wachovia        LNR
The Pointe Office/Retail Buildings...            N/A       2005-GG5       Wachovia        LNR
Raintree Center......................            N/A       2005-GG5       Wachovia        LNR


                                 ----------
                                 (1)  2005-GG5 refers to the pooling and
                                      servicing agreement for this transaction.
                                      2005-GG4 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
                                      2005-GG4. 2005-C20 refers to the pooling
                                      and servicing agreement entered into in
                                      connection with the Wachovia Bank
                                      Commercial Mortgage Trust, Commercial
                                      Mortgage Pass-Through Certificates, Series
                                      2005-C20.

                                 (2)  Wachovia refers to Wachovia Bank, National
                                      Association. GMAC refers to GMAC
                                      Commercial Mortgage Corporation.

                                 (3)  LNR refers to LNR Partners, Inc. CW refers
                                      to CWCapital Asset Management, LLC.

                                 (4)  The pari passu companion loan is a future
                                      funding obligation of GCFP. It is
                                      anticipated that the seller will fund this
                                      future advance in January 2006 and that
                                      the principal balance of the pari passu
                                      companion loan will be $9,400,000.

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.................   Sixty-two of the mortgage loans, representing
                                 77.0% 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...........        49           66.7%
                                 Soft...........        13           10.3%

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

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                                      S-28



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PREPAYMENT LOCK-OUT PERIODS
   AND DEFEASANCE.............   All of the mortgage loans 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 sixty-one of the mortgage loans,
                                 representing 96.3% 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.

                                              DEFEASANCE/PREPAYMENT



                                                                                % of Initial
                                                               # of Mortgage   Mortgage Pool
                                                                   Loans          Balance
                                                               -------------   -------------

                                 Defeasance.................        160            96.1%
                                 Greater of 1% and Yield
                                    Maintenance(1)..........         13             3.7%
                                 Defeasance or Prepayment
                                    Premium(2)..............          1             0.2%


                                 ----------
                                 (1)  Includes the mortgage loan secured by the
                                      mortgaged property identified on Annex A
                                      to this prospectus supplement as
                                      Mountaingate Plaza, representing 0.7% of
                                      the initial mortgage pool balance, which
                                      loan provides that the borrower pay the
                                      greater of 1% and yield maintenance until
                                      August 6, 2009 and until and including the
                                      payment date in March 2010, a flat fee
                                      equal to 0.55% of the outstanding
                                      principal amount being prepaid.

                                 (2)  The mortgage loan secured by the mortgaged
                                      property identified on Annex A to this
                                      prospectus supplement as Breakers II,
                                      provides for defeasance commencing on the
                                      second anniversary of the issue date for
                                      the series 2005-GG5 certificates and then
                                      permits (i) from November 6, 2008 through
                                      May 6, 2009, prepayment with a prepayment
                                      premium equal to 2% and (ii) from May 7,
                                      2009 through February 6, 2010, prepayment
                                      with a prepayment premium equal to 1%.

                                 Set forth below is information regarding the
                                 remaining terms of the lock-out period for the
                                 mortgage loans:



                                 Maximum remaining lock-out period............   149 months
                                 Minimum remaining lock-out period............    21 months
                                 Weighted average remaining lock-out period...    95 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.

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                                      S-29



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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 the mortgaged property
                                      is located in a federally designated flood
                                      area;

                                 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 caused by
                                 certain acts of terrorism (except that the
                                 requirement to obtain such insurance coverage
                                 may be subject to the commercial availability
                                 of that coverage, the cost of premiums and/or
                                 whether such hazards are at the time commonly
                                 insured against for property similar to the
                                 mortgaged properties that are located in the
                                 region in which the mortgaged property is
                                 located). Most terrorism insurance policies
                                 have exclusions 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.

ADDITIONAL STATISTICAL INFORMATION

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



                                                                                         MORTGAGE
                                                                                           POOL
                                                                                      --------------

                                 Initial mortgage pool balance(2)..................   $4,405,549,368
                                 Number of mortgage loans..........................         174
                                 Number of mortgaged properties....................         268
                                 Maximum cut-off date principal balance............    $320,000,000
                                 Minimum cut-off date principal balance............     $1,495,461
                                 Average cut-off date principal balance............     $25,319,249
                                 Maximum mortgage interest rate....................       6.980%
                                 Minimum mortgage interest rate....................       4.730%
                                 Weighted average mortgage interest rate...........       5.395%
                                 Maximum original term to maturity(3)..............     156 months
                                 Minimum original term to maturity(3)..............      60 months
                                 Weighted average original term to maturity(3).....     104 months
                                 Maximum remaining term to maturity(3).............     153 months
                                 Minimum remaining term to maturity(3).............      53 months


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                                      S-30



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                                 Weighted average remaining term to maturity.......     102 months
                                 Weighted average underwritten
                                    debt-service-coverage ratio(4)(5)..............        1.45x
                                 Weighted average cut-off date loan-to-appraised
                                    value ratio(4)(5)..............................        72.8%


                                 ----------
                                 (1)  The initial mortgage pool balance and all
                                      other financial and statistical
                                      information provided in this prospectus
                                      supplement, 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" in this prospectus
                                      supplement.

                                 (2)  Subject to a permitted variance of plus or
                                      minus 5%.

                                 (3)  With respect to the mortgage loan secured
                                      by the mortgaged property identified on
                                      Annex A to this prospectus supplement as
                                      Kalani Industrial, representing 0.2% of
                                      the initial mortgage pool balance, the
                                      borrower has the option to pay the
                                      mortgage loan in full on its initial
                                      maturity date with an exit fee. If the
                                      mortgage loan is not paid in full on that
                                      date, the mortgage loan will be due and
                                      payable on its final maturity date without
                                      an exit fee. For purposes of this chart,
                                      we have assumed the loan term through the
                                      final maturity date.

                                 (4)  The loan amount used for purposes of
                                      calculating the loan-to-appraised value
                                      ratio and debt-service-coverage ratio for
                                      each of the mortgage loans with pari passu
                                      companion notes is the aggregate principal
                                      balance of the mortgage loan and the
                                      related pari passu companion loan. The
                                      principal balance of the subordinate
                                      companion loans are not included in these
                                      calculations, unless otherwise indicated.
                                      Additional adjustments to debt service
                                      ratios and loan-to-value ratios for the
                                      cross-collateralized mortgage loan group
                                      and certain of the mortgage loans with
                                      escrows and the mortgage loans with
                                      earnout provisions or performance
                                      guarantees are described in the glossary
                                      to this prospectus supplement.

                                 (5)  With respect to the mortgage loan secured
                                      by the properties identified on Annex A to
                                      this prospectus supplement as Centra
                                      Portfolio, the pari passu companion loan
                                      is a future funding obligation of GCFP.
                                      Underwritten debt-service-coverage ratios
                                      and loan-to-appraised value ratios shown
                                      in this prospectus supplement are
                                      calculated as if the $9,400,000 advance
                                      was funded.

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
                                 ------------   ----------   ------------
                                 California         50           18.2%
                                 New York            5           11.1%
                                 Virginia           10            7.7%
                                 Texas              21            7.1%
                                 Maryland           13            6.0%

                                 The remaining mortgaged properties with respect
                                 to the mortgage pool are located throughout 33
                                 other states, the District of Columbia and
                                 Guam. No more than 4.2% of the initial mortgage
                                 pool balance is secured by mortgaged properties
                                 located in any of these other states, the
                                 District of Columbia or Guam.

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                                      S-31



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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:



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

                                 Office...............       68               34.7%
                                 Retail...............       81               34.4%
                                    Anchored                 46               23.6%
                                    Regional Mall             2                7.0%
                                    Unanchored               19                2.0%
                                    Shadow Anchored          11                1.6%
                                    Single Tenant             3                0.1%
                                 Hospitality..........       48               15.0%
                                 Industrial...........       46                8.6%
                                 Multifamily..........       16                5.9%
                                 Self-Storage.........        7                1.1%
                                 Mobile Home Park.....        2                0.3%


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.................................       248          93.6%
                                 Leasehold..................................        19           4.7%
                                 Fee simple in part and leasehold in part...         1           1.7%


                                 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.

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                                      S-32



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                                 When determining the rate of accrual of
                                 original issue discount, market discount and
                                 premium, if any, 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 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
                                 non-exempt 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-AB, class A-5, class
                                 A-M, 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

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


                                      S-33



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

                                 loans could result in a lower than anticipated
                                 yield. In the case of any offered certificates
                                 purchased at a premium, a faster than
                                 anticipated 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-34



                                  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-M, 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-AB and Class A-5 Certificates and, With
Respect to Interest Distributions, the Class XP and Class XC Certificates. If
you purchase class A-M, 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-GG5 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-GG5 certificates;

     o    the order in which the respective classes of the series 2005-GG5
          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.


                                      S-35



     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;

     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, (iv) a
          mezzanine lender or (v) any other party with a purchase option.

     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-GG5 principal balance certificates and will result in a reduction of the
certificate principal balance of the series 2005-GG5 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-GG5 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 special 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


                                      S-36



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 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. Notwithstanding the mortgage
loan insurance requirements,


                                      S-37



     o    a mortgaged property may suffer losses due to risks that are not
          covered by insurance or for which coverage is inadequate and

     o    a mortgaged property may be covered under a blanket insurance policy
          that covers other properties owned by affiliates of the borrower and
          the amount of coverage available for the mortgaged property will be
          reduced if insured events occur at such other properties.

     Therefore, insurance proceeds following a casualty may not be sufficient to
pay off the entire mortgage loan.

     With respect to the mortgaged property identified on Annex A to this
prospectus supplement as 731 Lexington Avenue, representing approximately 7.3%
of the initial mortgage pool balance, the terms of the by-laws for the
condominium association give control on voting for any restoration of the
mortgaged property to a unit owner that is not the borrower and allocate
proceeds in a manner such that the borrower may not receive an amount sufficient
to repay the related mortgage loan in full. See "Annex B--Structural and
Collateral Term Sheet--Ten Largest Mortgage Loans--731 Lexington Avenue." With
respect to the mortgaged property identified on Annex A to this prospectus
supplement as San Francisco Centre, representing approximately 1.4% of the
initial mortgage pool balance, the terms of the related ground lease provide
that the ground lessee may not be entitled to receive the full amount of any
condemnation awards. The mortgagee has received a guaranty from Westfield
America, Inc., whereby Westfield America, Inc. has guaranteed to pay to the
mortgagee an amount equal to the lesser of (i) any such shortfall in the
condemnation award paid to the borrower relative to the borrower's allocation of
condemnation proceeds and (ii) an amount sufficient to repay the mortgage loan
in full if the related mortgaged property is taken by a condemnation authority,
up to a maximum amount of $12,000,000. With respect to the mortgaged property
identified on Annex A to this prospectus supplement as Kalani Industrial,
representing approximately 0.2% of the initial mortgage pool balance, the terms
of the related ground lease provide that the ground lessee may not be entitled
to receive the full amount of any condemnation awards. The borrower has
delivered a condemnation insurance policy for the benefit of the mortgagee
whereby the insurance carrier will pay to the mortgagee an amount equal to any
such shortfall in the condemnation award paid to the borrower relative to the
allocation of value of each parcel of property comprising the mortgaged
property.

     In addition, approximately 18.2%, 7.1%, 4.2%, 0.5% and 0.1% of the
mortgaged properties, by aggregate principal balance of the mortgage loans as of
the cut-off date, are located in California, Texas, Florida, Hawaii and
Louisiana, 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 in these states or in other states. For instance, with respect to
flood insurance, such insurance is typically not included in standard property
or casualty policies and such insurance is generally required only if the
property is located in a federally designated flood hazard area. Furthermore,
the amount of flood insurance required is usually limited to the maximum amount
of such insurance available under current federal standards. This insurance may
be inadequate to rebuild the premises or prepay the mortgage loan. In addition,
we cannot assure you that acts of nature will occur only in those areas
historically at risk for such acts of nature. Moreover, if reconstruction or
major repairs are required, changes in laws may materially affect the borrower's
ability to reconstruct or repair the premises, due to, for instance, changes in
laws that materially increase the costs of the reconstruction or repairs.

     In late August 2005 and in September 2005, Hurricanes Katrina and Rita and
related windstorms, floods and tornadoes caused extensive and catastrophic
physical damage to coastal and inland areas located in the Gulf Coast region of
the United States (parts of Louisiana, Texas, Mississippi, Alabama and Florida)
and certain other parts of the southeastern United States consisting of severe
flooding, wind and water damage, forced evacuations, contamination, gas leaks
and fire and environmental damage. That damage, and the national, regional and
local economic and other effects of that damage, are not yet fully assessed or
known. Initial economic effects appear to include nationwide decreases in oil
supplies and refining capacity, nationwide increases in gas prices and regional
interruptions in travel and transportation, tourism and economic activity
generally in some Gulf Coast areas. It is not possible to determine the extent
to which these effects may be temporary or how long they may last. These effects
could lead to a general economic downturn, including increased oil prices, loss
of jobs, regional disruptions in travel, transportation and tourism and a
decline in real-estate related investments, in particular, in the areas most
directly damaged by the storm. Other temporary and/or long-term effects on
national, regional and local economies, securities, financial and real estate
markets and spending or travel habits may subsequently arise or become apparent
in connection with Hurricanes Katrina and Rita and their aftermath.


                                      S-38



     In addition, following 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 results 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 caused by certain acts of terrorism (except that
the requirement to obtain such insurance coverage may be subject to the
commercial availability of that coverage, certain limitations with respect to
the cost of premiums and/or whether such hazards are at the time commonly
insured against at properties similar to the mortgaged property that are located
in the region in which such mortgaged property is located). Substantially all of
the borrowers have obtained terrorism insurance, although most of the policies
have exclusions for damage caused by nuclear, chemical or biological events. In
addition in certain cases, 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 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. See "Description of the Mortgage
Pool--Additional Loan and Property Information--Property, Liability and Other
Insurance" below.


                                      S-39



     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 at 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.

     o    The Mortgaged Property Will Be the Sole Asset Available in an Event of
          Default With Respect to an Underlying Mortgage Loan. 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, none of the assets of the borrower (other
          than the mortgaged property or other collateral pledged as security
          for the mortgage loan) will be available to satisfy the debt. Even if
          the related loan documents permit recourse under certain circumstances
          to the borrower or a guarantor, we have not undertaken an evaluation
          of the financial condition of any of these persons. In addition, the
          trust may not be able to ultimately collect amounts due under a
          recourse obligation or 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


                                      S-40



          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 Anticipated Cash Flow at the Property. 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 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.

     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 131 mortgaged
          properties, securing 47.0% 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 mortgaged property. In the case
          of 37 of the properties listed above, securing 9.0% of the initial
          mortgage pool balance, the related borrower has leased all or
          substantially all of the particular mortgaged 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 identified on Annex A to this
          prospectus supplement as 729 Seventh Avenue, with a mortgage loan
          balance representing 0.6% of the initial mortgage pool balance, the
          property is 100% leased to an affiliate of the borrower who has
          subleased the space to unaffiliated tenants under short term leases.
          See "--Conflicts Where a Borrower or its Affiliate is a Tenant at the
          Mortgaged Property" below.

          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.


                                      S-41



     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,
          reduced attendance and an overall 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.

          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.

     o    69.1% of the Initial Mortgage Pool Balance Will Be Secured by Mortgage
          Liens on Retail or Office Properties. Repayment of the mortgage loans
          secured by retail and office properties will be affected by, among
          other things:

          o    the exercise of termination options by tenants (including the
               exercise of such options by government-sponsored tenants that
               typically have a right to terminate its lease at any time or for
               lack of appropriations);

          o    the timing of lease expirations (many of which lease expirations
               occur at varying rates, close in time and/or prior to the related
               mortgage loan maturity date) (See Annex A for the lease
               expiration dates for the three largest tenants at each mortgaged
               property);

          o    the ability to renew leases or re-let space on comparable terms;

          o    a concentration of tenants in a particular industry (at one or
               more of the mortgaged properties), as such properties may be more
               vulnerable to industry slumps or other economic downturn (and
               losses may be more severe) than if tenants were in diverse
               industries;

          o    a concentration of the same tenant at different mortgaged
               properties;

          o    the ability to build new competing properties in the same area as
               the mortgaged property; and

          o    the financial difficulties or bankruptcy of a tenant (certain of
               which tenants may currently be, may have been, or may in the
               future be the subject of a bankruptcy proceeding).

          Eighty-one of the mortgaged properties, securing 34.4% of the initial
          mortgage pool balance, are primarily used for retail purposes. We
          consider 57 of those retail properties, securing 25.2% 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 and whose operation is vital in attracting
          customers to the 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 does not secure the related
          mortgage loan. Despite the importance of a shadow anchor to any
          particular retail property that is not part of the mortgaged 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. 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. Many tenants at retail
          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. 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-42



          We are aware of the following issues with respect to mortgage loans we
          intend to include in the trust that may impact a borrower's ability to
          repay a mortgage loan secured by a retail property:

          o    In the case of the mortgaged property identified on Annex A to
               this prospectus supplement as Lynnhaven Mall, representing 5.7%
               of the initial mortgage pool balance, one of the anchor spaces,
               formerly occupied by Lord & Taylor, is vacant. The space, on land
               ground leased from the borrower to the May Department Stores
               Company, is no longer occupied. The borrower commenced
               negotiations with the May Department Stores Company to terminate
               the ground lease. The sponsor of the borrower has delivered a
               $15,000,000 performance guarantee which will remain in effect
               until, among other things, the ground lease is terminated. See
               "Annex B--Structural and Collateral Term Sheet--Ten Largest
               Mortgage Loans--Lynnhaven Mall."

          o    In the case of the mortgaged property identified on Annex A to
               this prospectus supplement as Martin Plaza Shopping Center,
               representing 0.1% of the initial mortgage pool balance, 36,350
               square feet of improvements on the property which represent
               approximately 37.5% of the square footage, are vacant. The
               related borrower intends to eventually raze this space for new
               development. The borrower is permitted to obtain the release of
               portions of this property as described under "Description of the
               Mortgage Pool--Release Provisions." This space was treated as
               vacant for underwriting purposes at origination.

          Sixty-eight of the mortgaged properties, securing 34.7% 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.

          We are aware of the following issues with respect to mortgage loans we
          intend to include in the trust that may impact a borrower's ability to
          repay a mortgage loan secured by an office property:

          o    With respect to the mortgaged property identified on Annex A as
               Gateway at Lake Success, representing approximately 2.5% of the
               initial mortgage pool balance, North Fork Bank, the largest
               tenant at the mortgaged property (leasing approximately 17.6% of
               the net rentable area), vacated the premises in April 2005. The
               tenant has been continuing to pay all obligations due under its
               lease which expires December 2011.

          o    With respect to the mortgaged property identified on Annex A as
               Cross Point, representing approximately 2.0% of the initial
               mortgage pool balance, Cisco Systems, the largest tenant at the
               mortgaged property (leasing approximately 13.5% of the net
               rentable area), recently vacated the premises. The tenant has
               been continuing to pay all obligations due under its leases,
               which expire June 2007 (95,310 square feet) and December 2006
               (71,538 square feet).

     o    Hospitality Properties. Twelve of the mortgage loans, representing
          15.0% of the initial mortgage pool balance, are secured by one or more
          hospitality properties. Hospitality properties can be seasonal in
          nature, which can be expected to cause periodic fluctuations in room
          and restaurant revenues, occupancy levels, room rates and operating
          expenses. 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


                                      S-43



          Series of Certificates--Hospitality Properties" and "--Recreational
          and Resort Properties" in the accompanying prospectus.

     o    Multifamily Properties. Eight of the mortgage loans, representing 5.9%
          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 to persons eligible for low
          income housing tax credits or persons who receive government rent
          subsidies under various government-funded programs, including the
          Section 8 Tenant-Based Assistance Rental Certificate Program of the
          United States Department of Housing and Urban Development. There is no
          assurance that such programs will be continued in their present form
          or that the level of assistance provided to these tenants will be
          sufficient to generate enough revenues for the related borrower to
          meet its obligations under the related mortgage loan. For instance,
          with respect to the mortgaged properties identified on Annex A as
          Maryland Multifamily Portfolio, representing approximately 4.5% of the
          initial mortgage pool balance, approximately 13.5% of the units are
          currently occupied by tenants receiving rent credits under Section 8.

     o    Geographic Concentration Risk. 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.

          The table below shows the states with concentrations of mortgaged
          properties over 5% of the initial mortgage pool balance. With respect
          to multi-property mortgage loans with properties located in different
          states, the cut-off date balance and percentage of initial pool
          balance in this chart are based on the allocated loan amount for such
          mortgaged property.

                             GEOGRAPHIC DISTRIBUTION



                                         AGGREGATE CUT-OFF DATE
   STATE     # OF MORTGAGED PROPERTIES         BALANCE($)         % OF INITIAL POOL BALANCE
----------   -------------------------   ----------------------   -------------------------

California               50                   $801,653,414                  18.2%
New York                  5                   $490,887,856                  11.1%
Virginia                 10                   $338,788,409                   7.7%
Texas                    21                   $313,727,880                   7.1%
Maryland                 13                   $262,958,164                   6.0%


     o    The Mortgage Pool Will Include Material Concentrations of Balloon
          Loans. One hundred seventy-three mortgage loans, representing 99.8% 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 effect of mortgage pool losses will be more severe if the
          losses relate to mortgage loans that account for a disproportionately
          large percentage of the total mortgage pool balance. See "Description
          of the Mortgage Pool--General,"


                                      S-44



          "--Multi-Property Mortgage Loans and Mortgage Loans with Affiliated
          Borrowers" and "Annex B--Structural and Collateral Term Sheet--Ten
          Largest Mortgage Loans--731 Lexington Avenue," "--Schron Industrial
          Portfolio," "--Lynnhaven Mall," "--Maryland Multifamily Portfolio,"
          "--JQH Hotel Portfolio A," "--550 West Jackson Boulevard," "--Gateway
          at Lake Success," "--JQH Hotel Portfolio B," "--1425 New York Avenue"
          and "--Cross Point" 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.

     The table below presents information regarding loan concentration for all
mortgage loans in the trust:

                               LOAN CONCENTRATION

                                                 AGGREGATE CUT-OFF  % OF INITIAL
                                                    DATE BALANCE    POOL BALANCE
                                                 -----------------  ------------

Largest Single Mortgage Loan ..................    $  320,000,000        7.3%
Largest 5 Mortgage Loans ......................    $1,284,403,409       29.2%
Largest 10 Mortgage Loans .....................    $1,806,573,409       41.0%
Largest Group of Crossed Loans ................    $   19,989,988        0.5%
Largest Related Borrower Concentration ........    $  307,000,000        7.0%
Next Largest Related Borrower Concentration ...    $  121,000,000        2.7%

     o    The Mortgage Pool Will Include Leasehold Mortgaged Properties. Twenty
          mortgaged properties, representing 6.4% of the initial mortgage pool
          balance, 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. 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.

          With respect to the mortgaged property identified on Annex A to this
          prospectus supplement as IBP X, representing approximately 0.2% of the
          initial mortgage pool balance, the ground lessor is an affiliate of
          the related borrower. The related loan documents require that prior to
          October 21, 2005, the ground lessor convey its fee interest to the
          borrower in exchange for a limited partnership interest in the
          borrower. We cannot assure you that this conveyance will take place on
          or prior to October 21, 2005. If the conveyance does not take place on
          or prior to such date, the loan documents provide that the interest
          rate on the related mortgage loan will be increased by 0.05%.

     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


                                      S-45



          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 borrower's interest in the mortgaged properties identified on
          Annex A to this prospectus supplement as 731 Lexington Avenue,
          Doubletree-Boston, MA, BPG-Dulles North, the Fisher and Kahn Building,
          729 Seventh Avenue, 420 Fifth Avenue, Kierland Commons Retail IV &
          IVa, the Montgomery Embassy Suites property that is part of the JQH
          Hotel Portfolio B and the Marriott - Chattanooga, TN property that is
          a part of Shaner Hotel Portfolio, representing approximately 7.3%,
          1.0%, 1.0%, 0.6%, 0.6%, 0.6%, 0.4%, 0.3%, 0.2%, respectively, of the
          initial mortgage pool balance are fee interests in condominium units.
          In the case of each of these loans (other than with respect to the
          mortgage loans described below), the related borrower controls the
          condominium board or the condominium association.

          With respect to the mortgaged property identified on Annex A to this
          prospectus supplement as 731 Lexington Avenue, representing
          approximately 7.3% of the initial mortgage pool balance, the borrower
          does not control voting on the condominium board and has assigned its
          vote in the event of a casualty to another unit owner. See "Annex
          B--Structural and Collateral Term Sheet--Ten Largest Mortgage
          Loans--731 Lexington Avenue."

          The borrower's interest in the mortgaged property identified on Annex
          A to this prospectus supplement as 729 Seventh Avenue, representing
          approximately 0.6% of the initial mortgage pool balance, is a fee
          interest in one condominium unit in a two unit condominium. The
          borrower's unit represents 15% of the common interest in the
          condominium; the other unit owner has an 85% interest. The condominium
          board consists of three persons, elected by plurality vote, except
          that the borrower owned unit has the sole right to elect one board
          member. The other unit is owned by an affiliate of the borrower.

          With respect to the mortgaged property identified on Annex A to this
          prospectus supplement as 420 Fifth Avenue, representing approximately
          0.6% of the initial mortgage pool balance, the borrower's interest in
          the mortgaged property is a fee interest in eleven condominium units
          in a fifty-one unit condominium. The borrower's units represent 9.04%
          of the common interest in the condominium; the other unit owners have
          the remaining 90.96% interests. The condominium board consists of five
          persons, only one of which is elected by the borrower (and the
          borrower does not control voting on the condominium board).

     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.


                                      S-46



     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. Twenty separate groups of mortgage loans have borrowers that,
          in the case of each of those groups, are the same or under common
          control. The four largest of these other separate groups represent
          7.0%, 2.7%, 2.5% and 1.2%, 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 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.


                                      S-47



          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. Eighteen of the mortgage loans, which collectively
          represent 5.9% of the initial mortgage pool balance (as identified on
          Annex A to this prospectus supplement) have borrowers that own the
          related mortgaged properties as tenants-in-common. Each
          tenant-in-common borrower is a single purpose entity, except that with
          respect to one mortgage loan, secured by the mortgaged property
          identified on Annex A to this prospectus supplement as Second Street
          Plaza, representing approximately 0.1% of the initial pool balance,
          only one of the four current tenants-in-common is a single purpose
          entity, but each other tenant-in-common is required to become a single
          purpose entity by January 31, 2007 or to have consolidated into the
          current single purpose entity tenant-in-common by that date. 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 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
          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.
          In the event a mortgage loan is cross-collateralized and cross
          defaulted with a mortgage loan to tenant-in-common borrowers, the
          tenant-in-common concerns discussed above may impact the benefits of
          the cross-collateralization agreement.

     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. Twelve of the mortgage loans,
          representing 17.6% 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--Maryland
          Multifamily Portfolio," "--550 West Jackson Boulevard" and "--JQH
          Hotel Portfolio B" in this prospectus supplement for a discussion of
          subordinate and pari passu companion loans. See also, "Description of
          the Mortgage Pool--Additional Loan and Property Information--Other
          Financing" in this prospectus supplement.


                                      S-48



          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.

     o    The Ownership Interests in Some Borrowers Have Been or May Be Pledged
          to Secure Debt. Certain borrowers or affiliates of borrowers under
          certain 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. The mortgage loan sellers have informed us that with
          respect to 20 mortgage loans that we intend to include in the trust,
          representing 32.8% of the initial mortgage pool balance, certain
          equity owners of the related borrower have pledged, or are permitted
          pursuant to the related loan documents to pledge, its interest in the
          related borrower as security for a mezzanine loan. See "Description of
          the Mortgage Pool--Additional Loan and Property Information--Other
          Financing" in this prospectus supplement.

          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 after or prior to the expiration of the related
          borrower's cure period or in some cases for a period extending beyond
          the related borrower's cure period. 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


                                      S-49



          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--Schron Industrial
          Portfolio," "--Lynnhaven Mall," "--Maryland Multifamily Portfolio,"
          "--1425 New York Avenue," "--Gateway at Lake Success" and "--Cross
          Point" in this prospectus supplement.

          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 certain mortgage loans 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.

          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 12 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. Twelve mortgage loans, representing 17.6% 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, 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.


                                      S-50



     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-AB, class A-5, class A-M, 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.

     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 266 mortgaged properties, securing
99.4% 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 two mortgaged properties, securing 0.6% of the initial mortgage pool
balance, the environmental assessments were completed during the period from 12
months to 21 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).

     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


                                      S-51



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.

     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.

     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.

     The following is a list of environmental issues at certain mortgaged
properties that may affect the value and operation of that property:

     o    The mortgaged property identified on Annex A to this prospectus
          supplement as Courtyard Marriott - Santa Rosa, CA, that is part of the
          Windsor/RECP Hotel Portfolio, representing 0.3% of the initial
          mortgage pool balance, has contaminated soil and groundwater from
          leaking underground storage tanks at the property that were used when
          the property was a lumber yard. $550,000 was set aside in the State of
          California Trust Fund for Underground Storage Tank Cleanup to be used
          for remediation. The remediation commenced in 1986 and it is
          anticipated it will be completed by 2007.

     o    The mortgaged property identified on Annex A to this prospectus
          supplement as Friendly Village Mobile Home, representing 0.2% of the
          initial mortgage pool balance, was built on a landfill. The sponsor
          obtained a seven-year environmental insurance policy from American
          International Specialty Lines Insurance Company (rated "AA+" by S&P)
          with $2,000,000 of coverage for on-site clean-up of pre-existing and
          new conditions, losses due to groundwater contamination and certain
          third party claims for bodily injury. In addition, as landfills may be
          subject to the build-up of methane gas, vents throughout the property
          allow for the release of methane. These vents are monitored by the
          county department of health on a quarterly basis. The borrower is not
          responsible for these monitoring costs.

     o    With respect to the mortgaged property identified on Annex A to this
          prospectus supplement as Jefferson City Capitol Plaza that is part of
          the JQH Hotel Portfolio B, representing approximately 0.2% of the
          initial pool balance, the Phase I assessment recommended that a Phase
          II assessment be performed to determine if an underground storage tank
          that remains in place has impacted the property. The estimated costs
          of remediation, if necessary, range from $20,000 to $150,000 and the
          cost of removing the tank are estimated at between $10,000 and
          $15,000.


                                      S-52



     o    With respect to the mortgage loan identified on Annex A to this
          prospectus supplement as Shaw's Plaza, groundwater contamination was
          discovered at the mortgage property in 1986 consisting of volatile
          compounds ("VOCS") and acetone associated with discharge from a dry
          cleaning facility which was located on the mortgaged property from the
          early 1970s to the late 1980s. A groundwater pump and remediation
          system has been in operation at the mortgaged property since 1992.
          According to the Phase I environmental assessment prepared with
          respect to the mortgaged property in connection with the closing of
          the Shaw's Plaza loan, such groundwater pump has stabilized the plume.
          The Borrower is required under the loan documents upon the reasonable
          request of Lender to apply for a Permanent Remedial Action Outcome
          from the Massachusetts Department of Environmental Protection.

     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 two mortgaged properties, representing approximately
0.6% of the initial mortgage pool balance, the mortgaged properties were
inspected during the 12-month period preceding the cut-off date. In addition,
with respect to the mortgaged property identified as Centra Point Building 8 on
Annex A to this prospectus supplement, which is a part of the Centra Portfolio
mortgage loan, which property currently has no allocated loan amount, the
mortgaged property is under construction and has not been inspected by an
engineering firm. See "--Additional Loan and Property Information--Other
Financing" below.

     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.

     Nine multi-property mortgage loans identified on Annex A to this prospectus
supplement as Schron Industrial Portfolio, JQH Hotel Portfolio A, JQH Hotel
Portfolio B, Shaner Hotel Portfolio, Jelms Hotel Portfolio, Pierce Plaza and
Charleston Buffalo Plaza, Chartwell II, TBC Corp. and Town Center, representing
17.7% of the initial mortgage


                                      S-53



pool balance, are secured by mortgaged properties located in two or more states.
Upon a default under these mortgage loans, 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 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-GG5 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-GG5 certificates.

     Tax Considerations Relating to Property in Guam. The mortgage loan
identified as Guam Shopping Center on Annex A to this prospectus supplement,
representing approximately 1.0% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date is secured by a mortgaged property
located in the Territory of Guam. With respect to any withholding or other taxes
imposed by the Territory of Guam, whether by change of law or otherwise, the
loan documents require the related borrower to "gross up" payments due under the
loan so that the lender receives payments at a net rate equal to the loan rate
of such loan. Any such gross up would result in the borrower being required to
make additional payments to the lender; in this event, the borrower may not have
sufficient cash flow from the related mortgaged property to pay all amounts
required to be paid on the loan, including such gross up payments.

     If the trust fund were to acquire any mortgaged properties located in the
Territory of Guam through foreclosure or similar action, the trust fund could be
treated as engaged in a trade or business in the Territory of Guam and could be
subject to tax on its net income earned from sources located in the Territory of
Guam and/or withholding taxes. This would reduce any net rental income derived
from that mortgaged property. In addition, taxes, if applicable and imposed by
the Territory of Guam, could reduce or delay the receipt of proceeds from the
sale or other disposition of that mortgaged property. Any such reduction or
delay could adversely affect the cash proceeds from the rental or liquidation of
that mortgaged property available for distribution to the certificates.


                                      S-54



     Prior Bankruptcies. We are aware that, in the case of the mortgage loans
secured by the mortgaged properties identified on Annex A to this prospectus
supplement as Pierce Plaza, Charleston Buffalo Plaza and The Pointe
Office/Retail Buildings which mortgage loans represent 0.4% of the initial
mortgage pool balance, a principal or affiliate of the related borrower emerged
from bankruptcy less than 10 years ago.

     In addition, in the case of the mortgage loan secured by the mortgaged
property identified on Annex A to this prospectus supplement as Shoppes at
Plainview, representing 0.2% of the initial mortgage pool balance, one of the
principals of the related borrower is a partner in an entity that defaulted on
another mortgage loan. The related mortgaged property on that other mortgage
loan was leased to Kmart, who rejected that lease while in bankruptcy. An
agreement has been signed with the lender on the other mortgage loan to pay off
that note.

     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 "--69.1% 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.

     Impact Of Current Events On Financial Markets. The impact of recent
domestic and international events involving the United States, such as
Hurricanes Katrina and Rita, 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 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 recent hurricanes or 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 hurricane related losses and
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.


                                      S-55



     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 secured by the related
mortgaged properties identified on Annex A to this prospectus supplement as
Wells Fargo Center and San Francisco Centre are pari passu with one or more
companion loans that are not assets of the trust. The Wells Fargo Center and San
Francisco Centre mortgage loans will be serviced under a pooling and servicing
agreement separate from the pooling and servicing agreement under which the
series 2005-GG5 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.

     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 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-GG5 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 2005-GG4 Special Servicer may be removed as special servicer for the
Wells Fargo Center Loan Group at any time, by the controlling class of the
2005-GG4 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 series
2005-GG4 certificates and series 2005-GG5 certificates.

     The 2005-C20 Special Servicer may be removed as special servicer for the
San Francisco Centre Loan Group at any time, by the majority holder of the
controlling class of this trust (after consultation with the controlling holder
of the 2005-C20 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-GG5 certificates and any certificates issued in any securitization
containing a portion of the San Francisco Centre Loan Group.

     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


                                      S-56



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. With
respect to each mortgage loan, the directing holder will be one of (i) the
holder of certificates representing a majority interest in a designated
controlling class of the series 2005-GG5 certificates, (ii) the holder of the
applicable subordinate non-trust mortgage loan or (iii) the holder of a pari
passu loan (or if such pari passu loan is an asset in another securitization,
the holder of certificates representing a majority interest in a designated
controlling class of such securitization). See "Description of the Pooling and
Servicing Agreement--The Directing Holders." The directing holder will generally
have the right, subject to certain limitations described in this prospectus
supplement, to direct certain actions of the special servicer with respect to
the mortgage loans. In addition, the special servicer generally may be removed
and replaced by the directing holder, although in some cases the special
servicer may only be removed for cause. 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-GG5 certificates (if the directing holder is a
Companion Loan holder) or from the holders of other classes of the series
2005-GG5 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.

     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 or its Affiliate is a Tenant at the Mortgaged
Property. With respect to mortgage loans where the borrower or an affiliate is a
tenant at the mortgaged property, there may be conflicts. For instance, it is
more likely a landlord will waive lease conditions for an affiliated tenant than
it would for an unaffiliated tenant. 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. In
some cases this affiliated tenant is physically occupying space related to its
business; in other cases, the affiliated tenant is a tenant under a master lease
with the borrower, under which the borrower tenant is obligated to make rent
payments but does not occupy any space at the mortgaged property. These master
leases are typically used to bring occupancy to a "stabilized" level but may not
provide additional economic support for the mortgage loan. There can be no
assurance the space "leased" by this borrower affiliate will eventually be
occupied by third party tenants. The borrower under the mortgage loan secured by
the mortgaged property identified on Annex A to this prospectus supplement as
550 West Jackson Boulevard, representing approximately 2.5% of the initial
mortgage pool balance, is affiliated with the tenant currently leasing
approximately 4.0% of the net rentable area at the mortgaged property pursuant
to a master lease. See "Annex B--Structural and Collateral Term Sheet--Ten
Largest Mortgage Loans--550 West Jackson Boulevard" in this prospectus
supplement. There are other mortgage loans in this mortgage pool in which the
related borrower is affiliated with one of the tenants leasing space at the
mortgaged property. The borrower under the mortgage loan secured by the
mortgaged property identified on Annex A to this prospectus supplement as 729
Seventh Avenue, is affiliated with the tenant currently leasing 100% of the net
rentable area at the mortgaged property pursuant to a master lease.


                                      S-57



              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.

                        DESCRIPTION OF THE MORTGAGE POOL

GENERAL

     We intend to include the 174 mortgage loans identified on Annex A to this
prospectus supplement in the trust. The mortgage loans will have an Initial
Mortgage Pool Balance as of the cut-off date of $4,405,549,368. 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.

     Twelve of the mortgage loans, representing 17.6% 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 will equal the total cut-off date
principal balance of all the underlying mortgage loans. 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
$1,495,461 to $320,000,000, and the average of those cut-off date principal
balances is $25,319,249.

     Of the mortgage loans to be included in the trust:

     o    Ninety-three mortgage loans (the "GCFP LOANS"), representing
          approximately 51.0% of the Initial Mortgage Pool Balance, were
          originated or acquired by Greenwich Capital Financial Products, Inc.
          ("GCFP");

     o    Eighty mortgage loans (the "ARCHON LOANS") (not including the Jointly
          Sold Loan), representing approximately 43.4% of the Initial Mortgage
          Pool Balance, were originated by Archon Financial, L.P. ("ARCHON")
          (which includes the mortgage loan secured by the mortgaged property
          identified on Annex A to this prospectus supplement as San Francisco
          Centre which Archon jointly originated with Wachovia Bank, National
          Association); and

     o    One mortgage loan (the "JOINTLY SOLD LOAN"), representing
          approximately 5.7% of the Initial Mortgage Pool Balance, was
          originated jointly by Archon and Commerzbank AG, New York Branch
          ("COMMERZBANK").


                                      S-58



     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
November 3, 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 (other than as described in the next sentence), be a
first priority lien, subject only to Permitted Encumbrances. With respect to one
mortgaged property securing the Centra Portfolio Loan Group, the mortgage lien
will be a second priority lien as described below under "--Additional Loan and
Property Information--Other Financing" in this prospectus supplement.

     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.

     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. We show the allocated loan amount for
          each individual mortgaged property securing a multi-property mortgage
          loan on Annex A to this prospectus supplement.

     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 in this prospectus supplement, 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 Loan Group, 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 Loan Group, if any, without regard to the monthly debt
          service that is due in connection with any subordinate mortgage loan
          in that Loan Group.


                                      S-59



     o    With respect to the mortgage loans that are part of a Loan Group, 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 Loan Group.

     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

     The Mortgage Pool will include 16 mortgage loans, representing 26.6% 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.

MORTGAGE LOANS WITH AFFILIATED BORROWERS

     The mortgage pool includes four separate groups of mortgaged real
properties (with a combined Initial Mortgage Pool Balance of at least 1.0%) 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
                                                   NUMBER OF     INITIAL MORTGAGE
                     LOAN                       MORTGAGE LOANS     POOL BALANCE
---------------------------------------------   --------------   ----------------

JQH Hotel Portfolio A, JQH Hotel Portfolio B           2               7.0%
Concord & Foulkstone, BPG - Dulles North               2               2.7%
Shaner Hotel Portfolio, Jelms Hotel Portfolio          2               2.5%
San Vicente Office, 9350 Wilshire Boulevard            2               1.2%


TERMS AND CONDITIONS OF THE TRUST MORTGAGE LOANS

     Due Dates. The following chart identifies the days on which scheduled debt
service payments are due with respect to the mortgage loans we intend to include
in the trust, subject, in some cases, to a next business day convention:

                                                   % OF INITIAL MORTGAGE POOL
DUE DATE   GRACE PERIOD(1)   # OF MORTGAGE LOANS             BALANCE
--------   ---------------   -------------------   --------------------------
  1              0                     1                       0.2%
  1              5                    13                       5.5%
  6              0                   158                      88.4%
  6              3                     1                       5.7%
  6              5                     1                       0.2%

----------
(1)  As used in this prospectus supplement, "grace period" is the number of days
     before a payment default is an event of default under the mortgage loan.
     See Annex A for information on the number of days before late payment
     charges are due under each mortgage loan.

     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 4.73% per annum to 6.98% per annum, and
the weighted average of those mortgage interest rates was 5.40% 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.


                                      S-60



     All of the mortgage loans included in the trust, except for the mortgage
loan secured by the mortgaged property identified on Annex A to this prospectus
supplement as Imperial Valley 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. The Imperial Valley loan provides for interest to accrue based on a 30-day
month and a 360-day year.

     Balloon Loans. One hundred seventy-three of the mortgage loans,
representing 99.8% of the Initial Mortgage Pool Balance, are each 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.

     Ninety-four of the mortgage loans, representing 49.7% of the Initial
Mortgage Pool Balance, are interest only loans for a certain period, then
amortizing.

     Twenty of the mortgage loans, representing 29.7% of the Initial Mortgage
Pool Balance, are interest only loans that provide for a balloon payment being
due on their respective stated maturity dates.

     Fifty-nine of the mortgage loans, representing 20.4% of the Initial
Mortgage Pool Balance, are amortizing loans that provide for a balloon payment
being due on their respective stated maturity dates.

     One of the mortgage loans, representing 0.2% of the Initial Mortgage Pool
Balance, is 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.)(1)
Maximum..................................         156
Minimum..................................          60
Weighted Average.........................         104

REMAINING TERM TO MATURITY (MOS.)(1)
Maximum..................................         153
Minimum..................................          53
Weighted Average.........................         102

ORIGINAL AMORTIZATION TERM (MOS.)(2)
Maximum..................................         730
Minimum..................................         156
Weighted Average.........................         355

REMAINING AMORTIZATION TERM (MOS.)(2)
Maximum..................................         726
Minimum..................................         153
Weighted Average.........................         354

----------
(1)  With respect to the mortgage loan secured by the property identified on
     Annex A to this prospectus supplement as Kalani Industrial, representing
     0.2% of the Initial Mortgage Pool Balance, the related borrower has the
     option to pay the mortgage loan in full with an exit fee on its initial
     maturity date. If the mortgage loan is not paid in full on that date, the
     mortgage loan will be due and payable on its final maturity date without an
     exit fee. For purposes of the amortization and maturity date statistics in
     this prospectus supplement, we have assumed the mortgage loan term through
     the final maturity date.

(2)  Calculation excludes interest only loans.

     Ninety-four mortgage loans, representing 49.7% of the Initial Mortgage Pool
Balance, require that payments of interest only be made during a 5-month to
84-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.


                                      S-61



     Some of the mortgage loans included in the trust 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.

     The mortgage loan secured by the mortgaged properties identified on Annex A
as Schron Industrial Portfolio and Sunset Ridge Apartments amortize on custom
amortization schedules. See "Annex A-2--Schron Industrial Portfolio Amortization
Schedule," and "Annex A-3--Sunset Ridge Apartments Amortization Schedule" in
this prospectus supplement.

     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,

     o    a yield maintenance or prepayment consideration period, during which
          voluntary prepayments are permitted, subject to the payment of an
          amount equal to the greater of the prepayment premium specified in the
          related loan documents and the yield maintenance premium specified in
          the related loan documents,

     o    a defeasance period commencing on the second anniversary of the Issue
          Date and after November 6, 2008, permits prepayment with a prepayment
          premium equal to 2% from November 6, 2008 through May 6, 2009, 1% from
          May 7, 2009 until February 6, 2010, or

     o    a yield maintenance or prepayment consideration period during which
          the borrower is required to pay the greater of 1% or yield
          maintenance, and commencing August 6, 2009, a period during which a
          prepayment premium of 0.55% is required.

     The following chart sets forth the number of mortgage loans that we intend
to include in the trust fund that have each of the defeasance or prepayment
provisions described above.

                              DEFEASANCE/PREPAYMENT



                                                                  % OF INITIAL MORTGAGE POOL
                                            # OF MORTGAGE LOANS             BALANCE
                                            -------------------   --------------------------

Defeasance...............................           160                      96.1%
Greater of 1% and Yield Maintenance(1) ..            13                       3.7%
Defeasance or Prepayment Premium(2) .....             1                       0.2%


----------
(1)  Includes the mortgage loan secured by the mortgaged property identified on
     Annex A to this prospectus supplement as Mountaingate Plaza, representing
     0.7% of the Initial Mortgage Pool Balance, which provides that the borrower
     pay the greater of 1% and yield maintenance charge until August 6, 2009 and
     until and including the payment date in March 2010, a flat fee equal to
     0.55% of the outstanding principal amount being prepaid.

(2)  The mortgage loan secured by the mortgaged property identified on Annex A
     to this prospectus supplement as Breakers II, provides for defeasance
     commencing on the second anniversary of the Issue Date for the series
     2005-GG5 certificates and then permits (i) from November 6, 2008 through
     May 6, 2009, prepayment with a prepayment premium equal to 2% and (ii) from
     May 7, 2009 through February 6, 2010, prepayment with a prepayment premium
     equal to 1%.

     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 149 months;

     o    the minimum remaining prepayment lock-out period as of the cut-off
          date is 21 months; and

     o    the weighted average remaining prepayment lock-out period as of the
          cut-off date is 95 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.


                                      S-62



     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 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 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.

     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 DSCRs
and LTVs shown in this prospectus supplement and in Annex A were calculated
based on the principal balance of the 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     EARNOUT   MORTGAGE  AMOUNT  EARNOUT  AMOUNT    NCF      PREPAY    DEFEASE/    MAINT.
     PROPERTY NAMES         AMOUNT     RESERVE     POOL      LTV     LTV     DSCR     DSCR      DATE      PREPAY   APPLICABLE
------------------------  ---------  ----------  --------  ------  -------  ------  -------  ----------  --------  ----------

Willowbrook Portfolio...  $1,000,00  $1,100,000    0.4%     77.0%   72.2%    1.34x   1.42x    9/1/2007    Prepay       Yes
Williamsburg Downs......  $ 595,000  $  654,500    0.2%     76.4%   72.0%    1.20x   1.27x    10/6/2007   Prepay       Yes
Grand Plaza.............  $ 515,909  $  567,500    0.2%     76.2%   72.2%    1.22x   1.29x    10/1/2007   Prepay       Yes
The Pointe
   Office/Retail
   Buildings............  $ 288,000  $  316,800    0.2%     83.5%   80.0%    1.25x   1.30x    2/1/2007    Prepay       Yes
Martin Plaza Shopping
   Center...............  $ 250,000  $  275,000    0.1%     66.6%   63.3%    1.40x   1.48x    10/6/2006   Prepay       Yes
Addison Village.........  $  90,000  $   99,000    0.1%     80.0%   77.1%    1.24x   1.29x    10/1/2006   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


                                      S-63



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. In
addition, with respect to certain other mortgage loans with a performance
related escrow or reserve, in the event such performance condition is not
satisfied, the related loan documents may provide the master servicer with the
option to hold such escrow amounts as additional collateral or use such amounts
to partially prepay the mortgage loan. The master servicer may determine, based
on the servicing standard, that such amounts should be used to reduce the
principal balance of the related mortgage loan. Unless otherwise indicated in
this prospectus supplement or Annex A to this prospectus supplement, all
calculations with respect to the mortgage loans with reserves that are not
Earnout Loans treat any reserves as fully disbursed.

     Release Provisions. Twelve multi-property mortgage loans, representing
17.7% 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 in
connection with a partial defeasance following the expiration of the Defeasance
Lock-Out Period, subject to the satisfaction of certain conditions, including:
(i) the deposit of Government Securities in an amount generally equal to at
least 115% of the allocated loan amount of the property or properties to be
released (exceptions are listed below), (ii) in some cases, satisfaction of
certain debt-service-coverage ratio tests and (iii) no event of default. In some
cases, the loan documents require that the Government Securities be in an amount
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.
The following multi-property mortgage loans permit partial defeasance with a
release price in an amount less than 115% of the allocated loan amount for the
mortgaged property to be released:

     o    With respect to the mortgage loan secured by the mortgaged properties
          identified on Annex A to this prospectus supplement as Maryland
          Multifamily Portfolio, representing 4.5% if the Initial Mortgage Pool
          Balance, the borrower may cause the partial defeasance of a portion of
          the mortgaged property known as Commons at White Marsh, which portion
          has an allocated loan amount equal to $45,100,000, at a release price
          equal to 100% of this allocated loan amount. The remaining portion of
          this mortgaged property, as well as the other mortgaged properties
          that secure this mortgage loan may be partially defeased at a release
          price equal to 120% of the allocated loan amount. See "Annex
          B-Structural and Collateral Term Sheet-Ten Largest Mortgage
          Loans--Maryland Multifamily Portfolio."

     o    With respect to the two mortgage loans (each secured by eight (8)
          mortgaged properties) identified on Annex A to this prospectus
          supplement as JQH Hotel Portfolio A and JQH Hotel Portfolio B,
          together representing 7.0% of the Initial Pool Balance, the loan
          documents permit the partial defeasance and release of one or more
          mortgaged properties, subject to the satisfaction of certain
          conditions, including (i) the borrower deliver to the lender a partial
          defeasance deposit in an amount equal to the JQH Defeasance Amount,
          (ii) after giving effect to such release, the DSCR is not less than
          1.35x and (iii) 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 Certificates. The
          debt-service-coverage ratio is calculated based on trailing 12 months'
          net operating income and a loan constant of 6.80%. The "JQH DEFEASANCE
          AMOUNT" is (1) 102%, until 5% of the related mortgage loan has been
          defeased; then (2) 110%, until 10% of the related mortgage loan has
          been defeased; then (3) 115%, until 20% of the related mortgage loan
          has been defeased; then (4) 120%, until 30% of the related mortgage
          loan has been defeased; and then (z) 125%.

     In addition to the partial defeasance releases permitted with respect to
multi-property mortgage loans 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    With respect to the mortgage loan secured by the mortgaged property
          identified on Annex A to this prospectus supplement as Lynnhaven Mall,
          representing approximately 5.7% of the Initial Mortgage Pool Balance,
          the borrower may cause the release of one of more parcels proposed to
          be transferred to a third party in connection with the expansion or
          other development of the mortgaged property subject to the
          satisfaction of certain conditions, including (i) that the borrower
          delivers to the lender evidence which would be satisfactory to a
          prudent lender acting reasonably that the parcel being released is not
          necessary for the borrower's operation or use of the mortgaged
          property for its then current use and may be readily separated from
          the mortgaged property without a material diminution in the value of
          the mortgaged property, (ii) if the parcel being released is improved
          (A) the consent of the lender shall have been obtained


                                      S-64



          with respect to the release, (B) the debt-service-coverage ratio,
          after giving effect to such release is not less than the greater of
          (x) the debt-service-coverage ratio immediately prior to such release,
          or (y) 1.25x and (C) the loan-to-value ratio after giving effect to
          such release shall not exceed 75% and (iii) confirmation from the
          Rating Agencies that the release will not result in a downgrade,
          withdrawal or qualification of the then current ratings for the
          offered certificates.

     o    With respect to the mortgage loan secured by the mortgaged property
          identified on Annex A to this prospectus supplement as Austin Oaks,
          representing approximately 1.1% of the Initial Mortgage Pool Balance,
          the loan documents permit, after the expiration of the defeasance
          lockout period, the partial defeasance and release of a portion of the
          mortgaged property consisting of two buildings, subject to the
          satisfaction of certain conditions, including (i) the
          debt-service-coverage ratio on the remaining mortgaged property is at
          least equal to the debt-service-coverage ratio for the entire property
          prior to the release and (ii) delivery of Government Securities in an
          amount at least equal to $8,000,000, or such greater amount as would
          be necessary to satisfy the debt-service-coverage ratio conditions set
          forth in clause (i) above.

     o    With respect to the mortgage loan secured by the mortgaged property
          identified on Annex A to this prospectus supplement as BPG - Dulles
          North, representing 1.0% of the Initial Mortgage Pool Balance, the
          borrower may obtain the release of the portion of the mortgaged
          property identified as the restaurant parcel from the lien of the
          mortgage, provided the following conditions, among others, are
          satisfied: (i) the restaurant parcel is being sold to a bona fide
          third party, (ii) the borrower delivers Government Securities in an
          amount sufficient to defease a portion of the loan balance equal to
          the greater of 100% of the net sales proceeds (less costs incurred in
          connection with the partial defeasance) and 90% of the net sales
          proceeds and (iii) after the release, the debt-service-coverage ratio
          for the remaining property is not less than the greater of the
          debt-service-coverage ratio immediately preceding the release and
          1.40x.

     o    With respect to the mortgage loan secured by the mortgaged property
          identified on Annex A to this prospectus supplement as Sunset Ridge
          Apartments, representing 0.5% of the Initial Mortgage Pool Balance,
          the borrower may cause the release of a various buildings and carports
          (as described in the loan agreement) in connection with the sale of
          such property, upon the delivery of defeasance collateral in an amount
          sufficient to defease a portion of the loan balance equal to the
          greater of 100% of the net sales proceeds and $5,712,000 and provided,
          among other things, that the debt-service-coverage ratio after the
          release is at least equal to the greater of the debt-service-coverage
          ratio immediately prior to the release and 1.35x and that the
          loan-to-value ratio after the release is no more than the lesser of
          the loan-to-value ratio prior to the release and 83%.

     o    With respect to the mortgage loan secured by the mortgaged property
          identified on Annex A to this prospectus supplement as Kalani
          Industrial, representing 0.2% of the Initial Mortgage Pool Balance,
          the borrower may cause the release of one or more individual parcels
          comprising the mortgaged property upon the satisfaction of conditions
          including (i) delivery of defeasance collateral in an amount
          sufficient to defease a portion of the loan balance equal to 90% of
          the purchase price (is sold to a third party) or appraised value (if
          transferred to an affiliate) and (ii) if the loan-to-value ratio after
          the release is greater than the loan-to-value ratio before the
          release, that amount necessary to cause the loan-to-value ratio after
          the release to be no greater than the loan-to-value ratio prior to the
          release.

     o    With respect to the mortgage loan secured by the mortgaged property,
          identified on Annex A to this prospectus supplement as Martin Plaza
          Shopping Center, representing approximately 0.1% of the Initial
          Mortgage Pool Balance, the borrower may cause the partial release of
          the three separate parcels of the mortgaged property known as Parcel
          B-5-2, Parcel B-5-4 and Parcel B-5-5, subject to the satisfaction of
          certain conditions under the loan documents. Notwithstanding the
          foregoing, the borrower may not obtain release of Parcel B-5-2 until
          such time as the tenant has relocated to Parcel B-5-4 and such lease
          has been amended to reflect such relocation. From and after the
          relocation, the borrower shall be entitled to obtain a release of
          Parcel B-5-2, but shall not be entitled to obtain a release of Parcel
          B-5-4.

     o    With respect to the mortgage loan secured by the mortgaged property
          identified on Annex A to this prospectus supplement as Mountaingate
          Plaza, representing approximately 0.7%% of the Initial Mortgage Pool
          Balance, the borrower may cause the release of the portions of the
          mortgaged property known as the theater tract and the pad parcels,
          subject to the satisfaction of certain conditions, including (i) with
          respect


                                      S-65



          to the theater tract, payment of any and all sums due and payable to
          the lender under the loan documents as of the date the theater tract
          is released, and (ii) with respect to the pad parcels (A) the borrower
          must pay to the lender a portion of the unpaid principal balance of
          the note as follows: $1,700,000 for Parcel 3, $3,500,000 for Parcel 4,
          $3,100,000 for Parcel 5, $4,200,000 for Parcel 6, $1,200,000 for
          Parcel 7, $1,050,000 for Parcel 8 and $1,750,000 for Parcel 9 and (B)
          the lender shall have determined that immediately following the
          release of a pad parcel and the application of the release price for
          such pad parcel, (x) the debt-service-coverage ratio is not less than
          1.20x utilizing the mortgage constant derived from the related note or
          0.84x utilizing a mortgage constant of 9.50% and (y) the unpaid
          principal balance of the note after giving effect to payment of the
          release price for a pad parcel is not more than 80% of the fair market
          value of the remaining premises and improvements.

     o    With respect to the mortgage loan secured by the mortgaged property
          identified on Annex A to this prospectus supplement as 700 Highlander
          Office Building, representing approximately 0.2% of the Initial
          Mortgage Pool Balance, the borrower may cause the release of a portion
          of the mortgaged property, subject to the satisfaction of certain
          conditions, including the borrower pays to the lender the sum of
          $100,000, which sum shall be held by the lender as additional security
          for the debt.

     In addition, certain of the mortgage loans, including the loans identified
on Annex A to this prospectus supplement as Promenade at Howard Hughes,
Doubletree-Boston, Cornerstone Commons Shopping Center, Pembroke Pines
Professional Center and Park Place Plaza 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.

     Substitution. The three mortgage loans identified below, collectively
representing approximately 14.2% of the Initial Mortgage Pool Balance, permit
the related borrowers to replace one or more of the related mortgaged properties
with a substitute property:

     o    Two mortgage loans, each secured by eight mortgaged properties,
          identified on Annex A to this prospectus supplement as JQH Hotel
          Portfolio A and JQH Hotel Portfolio B, representing 7.0% of the
          Initial Mortgage Pool Balance, permit the borrower to replace up to
          two of the related mortgaged properties with a substitute property
          prior to the payment date in October 2014, subject to the satisfaction
          of certain conditions, including, among other things, (i) the property
          to be substituted is (a) a real property located in the United States
          that is primarily used or designed to be used as a hotel and (b) of
          equal or greater quality the property to be replaced, as reasonably
          determined by lender, (ii) the market value of the substitute property
          (based on an appraisal less than three months old) equals or exceeds
          the greater of the appraised value of the property to be replaced at
          origination or the current appraised value of the property to be
          replaced (which may be calculated in the aggregate if two properties
          are being substituted for simultaneously), (iii) the debt-service
          coverage ratio for the prior 12-month period based on the remaining
          properties and the substitute properties is not less than 1.35x (the
          debt-service-coverage ratio at origination) and (iv) with respect to
          the second property substitution only, the lender have received
          confirmation from each rating agency that the substitution would not
          cause the downgrade, withdrawal or qualification of any rating then
          assigned to any outstanding certificates.

     o    One mortgage loan, which is secured by 36 mortgaged properties,
          identified on Annex A to this prospectus supplement as Schron
          Industrial Portfolio, representing 7.2% of the Initial Mortgage Pool
          Balance, permits the borrower to replace any related mortgaged
          property with a substitute property prior to October 6, 2014, subject
          to the satisfaction of certain conditions, including, among other
          things, (i) the aggregate initial allocated loan amount of all
          replaced properties is not more than (a) $63,500,000 unless the lender
          has received (x) confirmation from each Rating Agency that the
          substitution would not cause the downgrade, withdrawal or
          qualification of any rating then assigned to any outstanding
          Certificates and (y) the consent of any holder of a subordinated note
          or mezzanine loan and (b) in no event can the aggregate allocated loan
          amount exceed $95,250,000 during the term of the loan, (ii) the
          property to be substituted is a real property located in the United
          States that is primarily used as warehouse space, (iii) the market
          value of the substitute property (based on a current appraisal) equals
          or exceeds the appraised value of the property to be replaced at
          origination (in the aggregate), (iv) the debt-service coverage ratio
          for the prior 12-month period based on the remaining properties and
          the substitute properties is not less than 1.36x prior to the


                                      S-66



          payment date in October 2012 and 1.13x thereafter and (v) other tests
          regarding, among other things, net operating income, age of
          properties, state concentration and leasing issues.

     Defeasance Loans. One hundred sixty of the mortgage loans, representing
96.1% of the Initial Mortgage Pool Balance, permit the respective borrowers to
defease the subject mortgage loan in whole or, in some cases, in part, as
described above under "--Release Provisions" 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.

     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.

     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.

     With respect to the mortgaged properties that secure the Shaner Hotel
Portfolio Loan Group, in the event of a defeasance and related release of any of
the properties that secure the Shaner Hotel Portfolio Loan Group, such
defeasance shall be allocated pro rata between the Shaner Hotel Portfolio
Subordinate Companion and either (i) the Shaner Hotel Portfolio Trust Loan (if
the property released is one of the Shaner Trust Loan Priority Properties) or
(ii) the Shaner Hotel Portfolio Senior Companion Loan (if the property released
is one of the Shaner Senior Companion Loan Priority Properties); provided,
however, that the applicable senior note shall receive a minimum defeasance
amount specified in the related loan documents.

     None of the mortgage loans permits defeasance prior to the second
anniversary of the date of initial issuance of the offered certificates.

     Although many of the mortgage loans require that the Government Securities
used as defeasance collateral consist of U.S. Treasury securities, subject to
obtaining confirmation from the Rating Agencies that the use of other Government
Securities would not cause a downgrade, withdrawal or qualification of the then
current ratings of any class of certificates, other types of obligations that
constitute Government Securities may be acceptable as defeasance collateral.

     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


                                      S-67



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.

     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.

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 12 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
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


                                      S-68



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 Maryland Multifamily
          Portfolio properties, consists of two pari passu mortgage loans, of
          which one loan is included in the trust (the "MARYLAND MULTIFAMILY
          PORTFOLIO TRUST LOAN") and the remaining loan is not included in the
          trust (the "MARYLAND MULTIFAMILY PORTFOLIO PARI PASSU COMPANION
          LOAN"). The Maryland Multifamily Portfolio Pari Passu Companion Loan
          is currently owned by GCFP.

     o    One of the Loan Groups, which is secured by the JQH Hotel Portfolio B
          properties, consists of two pari passu mortgage loans, of which one
          loan is included in the trust (the "JQH HOTEL PORTFOLIO B TRUST LOAN")
          and the remaining loan is not included in the trust (the "JQH HOTEL
          PORTFOLIO B PARI PASSU COMPANION LOAN"). The JQH Hotel Portfolio B
          Pari Passu Companion Loan is currently owned by GSMC.

     o    One of the Loan Groups, which is secured by the Wells Fargo Center
          property, consists of two pari passu mortgage loans, of which one loan
          is included in the trust (the "WELLS FARGO CENTER TRUST LOAN") and the
          remaining loan is not included in the trust (the "WELLS FARGO CENTER
          PARI PASSU COMPANION LOAN"). The Wells Fargo Center Pari Passu
          Companion Loan is owned by the trust fund (the "2005-GG4 TRUST")
          established pursuant to the pooling and servicing agreement related to
          the GS Mortgage Securities Corporation II, Commercial Mortgage
          Pass-Through Certificates Series 2005-GG4, among GS Mortgage
          Securities Corporation II, as depositor, GMAC Commercial Mortgage
          Corporation, as master servicer, LNR Partners, Inc., as special
          servicer and Wells Fargo Bank, N.A., as trustee.

     o    One of the Loan Groups, which is secured by the Shaner Hotel Portfolio
          properties, consists of two senior mortgage loans and one subordinate
          mortgage loan, of which one senior mortgage loan is included in the
          trust (the "SHANER HOTEL PORTFOLIO TRUST LOAN"), and the remaining
          senior mortgage loan (the "SHANER HOTEL PORTFOLIO SENIOR COMPANION
          LOAN") and subordinate mortgage loan (the "SHANER HOTEL PORTFOLIO
          SUBORDINATE COMPANION LOAN") that are not included in the trust. The
          Shaner Hotel Portfolio Senior Companion Loan and the Shaner Hotel
          Portfolio Subordinate Loan are currently owned by GCFP.

     o    One of the Loan Groups, which is secured by the Centra Portfolio
          properties, consists of two pari passu mortgage loans, of which one
          loan is included in the trust (the "CENTRA PORTFOLIO TRUST LOAN") and
          the remaining unfunded loan is not included in the trust (the "CENTRA
          PORTFOLIO PARI PASSU COMPANION LOAN"). The Centra Portfolio Pari Passu
          Companion Loan will be owned by GCFP. GCFP as the holder of the Centra
          Portfolio Pari Passu Companion Loan may make advances to the borrower
          under the related note, provided certain conditions are satisfied. The
          principal amount of the Centra Portfolio Pari Passu Companion Loan has
          not been advanced to the borrower. See "--Additional Loan and Property
          Information--Other Financing" below for additional information.

     o    One of the Loan Groups, which is secured by the San Francisco Centre
          property, consists of two pari passu mortgage loans, of which one loan
          is included in the trust (the "SAN FRANCISCO CENTRE TRUST LOAN") and
          the remaining loan is not included in the trust (the "SAN FRANCISCO
          CENTRE PARI PASSU COMPANION LOAN"). The San Francisco Centre Pari
          Passu Companion Loan is owned by the trust fund (the "2005-C20 TRUST")
          established pursuant to the pooling and servicing agreement related to
          the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass
          Through Certificates, Series 2005-C20, among Wachovia Bank Commercial
          Mortgage Securities, Inc., as depositor, Wachovia Bank, National
          Association, as master servicer, CWCapital Asset Management, LLC as
          special servicer, LaSalle Bank National Association, as trustee and
          ABN AMRO Bank N.V., as fiscal agent.


                                      S-69



     o    Six of the Loan Groups, which are respectively secured by the 550 West
          Jackson Boulevard property, the Windsor/RECP Hotel Portfolio
          properties, the Dahn Corp. property, the Shaw's Plaza property, The
          Pointe Office/Retail Buildings property and the Raintree Center
          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. The Shaner Hotel Portfolio Loan Group consists
          of one senior mortgage loan included in the trust, one subordinate
          loan that is not included in the trust and one pari passu loan that is
          not included in the trust. With respect to these Loan Groups, to the
          extent DSCR or LTV ratios are shown in this prospectus supplement,
          unless otherwise specified, the DSCR and LTV ratio includes any pari
          passu Companion Loan, if applicable, but does not include the
          principal balance of the subordinate Companion Loan. The following
          chart identifies the LTV ratio and the DSCR for these Loan Groups:

              MORTGAGE LOAN                LOAN GROUP DSCR  LOAN GROUP LTV RATIO
-----------------------------------------  ---------------  --------------------
550 West Jackson Boulevard...............       1.12x               85.0%
Shaner Hotel Portfolio...................       1.53x               72.8%
Windsor/RECP Hotel Portfolio.............       1.19x               85.7%
Dahn Corporation.........................       1.13x               81.3%
Shaw's Plaza.............................       1.07x               88.0%
The Pointe Office/Retail Buildings(1)....       1.11x               88.5%
Raintree Center(1).......................       1.06x               68.6%

----------
(1)  Based on loan amounts at origination.

     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--Maryland Multifamily Portfolio," "--550 West Jackson Boulevard" and
"--JQH Hotel Portfolio B."

     The payment priority between each Loan Group is as follows--

     o    with respect to the Loan Groups identified in the table below as 550
          West Jackson Boulevard, Windsor/RECP Hotel Portfolio, Austin Oaks,
          Dahn Corp. and Shaw's Plaza (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 Groups identified in the table below as The
          Pointe Office/Retail Buildings and Raintree Center, 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 (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.


                                      S-70



     o    with respect to the Loan Group identified in the table below as the
          Shaner Hotel Portfolio, for purposes of allocating funds following a
          monetary event of default or a material non-monetary event of default
          and for purposes of allocating casualty and condemnation proceeds, the
          Shaner Hotel Portfolio Trust Loan shall be given a priority (to the
          extent described below) with respect to funds related to the
          properties located in Newport Harbor, Rhode Island, Jacksonville,
          Florida, Pittsburgh, Pennsylvania, Chattanooga, Tennessee, Edina,
          Minnesota, Durham, North Carolina, and Charleston, West Virginia (the
          "SHANER TRUST LOAN PRIORITY PROPERTIES"), and the Shaner Hotel
          Portfolio Senior Companion Loan shall be given a priority (to the
          extent described below) with respect to funds related to the
          properties located in Cromwell, Connecticut, Paramus, New Jersey,
          Augusta, Georgia and Shreveport, Louisiana (the "SHANER SENIOR
          COMPANION LOAN PRIORITY PROPERTIES"). 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, except as
          described below with respect to casualty or condemnation proceeds, the
          Shaner Hotel Portfolio Trust Loan, Shaner Hotel Portfolio Senior
          Companion Loan and Shaner Hotel Portfolio Subordinate Companion Loan
          are pari passu in right of payment (i.e., each of the Shaner Hotel
          Portfolio Trust Loan, Shaner Hotel Portfolio Senior Companion Loan and
          Shaner Hotel Portfolio Subordinate Companion Loan are entitled to
          their respective pro rata share of all payments of principal and
          interest, although holders of the Shaner Hotel Portfolio Trust Loan
          and Shaner Hotel Portfolio Senior Companion Loan will be paid their
          share prior to holders of the Shaner Hotel Portfolio Subordinate
          Companion Loan). 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, (A) all payments (other
          than liquidation proceeds or casualty and condemnation proceeds)
          related to Shaner Trust Loan Priority Properties will be applied in
          the following priority: (i) to make scheduled monthly payments of
          interest and principal on the Shaner Hotel Portfolio Trust Loan, (ii)
          to make scheduled monthly payments of interest and principal on the
          Shaner Hotel Portfolio Senior Companion Loan, (iii) to repay the
          principal of the Shaner Hotel Portfolio Trust Loan until paid in full,
          (iv) to repay the principal of the Shaner Hotel Portfolio Senior
          Companion Loan until paid in full and (v) to pay interest and
          principal (until paid in full) on the Shaner Hotel Portfolio
          Subordinate Companion Loan and (B) all payments (other than
          liquidation proceeds or casualty and condemnation proceeds) related to
          Shaner Senior Companion Loan Priority Properties will be applied in
          the following priority; (i) to make scheduled monthly payments of
          interest and principal on the Shaner Hotel Portfolio Senior Companion
          Loan, (ii) to make scheduled monthly payments of interest and
          principal on the Shaner Hotel Portfolio Trust Loan, (iii) to repay the
          principal of the Shaner Hotel Portfolio Senior Companion Loan until
          paid in full, (iv) to repay the principal of the Shaner Hotel
          Portfolio Trust Loan until paid in full and (v) to pay interest and
          principal (until paid in full) on the Shaner Hotel Portfolio
          Subordinate Companion Loan. With respect to any payment made from
          casualty or condemnation proceeds (whether prior to or following an
          event of default), and with respect to any liquidation proceeds, if
          such proceeds relate to the Shaner Trust Loan Priority Properties,
          such proceeds shall be applied to pay interest and principal of the
          Shaner Hotel Portfolio Trust Loan, and if such proceeds relate to the
          Shaner Senior Companion Loan Priority Properties, such proceeds shall
          be applied to pay interest and principal of the Shaner Hotel Portfolio
          Senior Companion Loan, in each case until paid in full, and any excess
          after such payment in full is to be applied to pay interest and
          principal to the other such note until paid in full, and then to the
          Shaner Hotel Portfolio Subordinate Companion Loan until paid in full.

     o    with respect to each of the Loan Groups identified in the table below
          as Maryland Multifamily Portfolio, JQH Hotel Portfolio B, Wells Fargo
          Center, San Francisco Centre and Centra Portfolio, 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.


                                      S-71



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

                                   LOAN GROUPS




                                           TRUST
                                          MORTGAGE
                                           LOAN AS
                                           A % OF                                   NON-TRUST     CONTROLLING
                                TRUST      INITIAL    AGGREGATE                       PARI         POOLING &   INITIAL   INITIAL
                              MORTGAGE    MORTGAGE   NON-TRUST        NON-TRUST       PASSU        SERVICING    MASTER   SPECIAL
                                LOAN        POOL      MORTGAGE         B NOTE         LOAN         AGREEMENT   SERVICER  SERVICER
      MORTGAGE LOAN            BALANCE     BALANCE  LOAN BALANCE       BALANCE       BALANCE          (1)         (2)       (3)
--------------------------  ------------  --------  ------------    ------------  ------------    -----------  --------  --------

Maryland Multifamily
   Portfolio .............  $200,000,000    4.5%    $140,000,000             N/A  $140,000,000      2005-GG5   Wachovia     LNR
550 West Jackson .........  $110,400,000    2.5%    $  6,100,000     $ 6,100,000           N/A      2005-GG5   Wachovia     LNR
JQH Hotel Portfolio B ....  $110,000,000    2.5%    $131,000,000             N/A  $131,000,000      2005-GG5   Wachovia     LNR
Shaner Hotel Portfolio ...  $ 82,388,627    1.9%    $ 35,951,401     $11,184,880  $ 24,766,521      2005-GG5   Wachovia     LNR
Wells Fargo Center .......  $ 76,000,000    1.7%    $200,000,000             N/A  $200,000,000      2005-GG4       GMAC     LNR
San Francisco Centre .....  $ 60,000,000    1.4%    $ 60,000,000             N/A  $ 60,000,000      2005-C20   Wachovia      CW
Windsor/RECP Hotel
   Portfolio .............  $ 60,000,000    1.4%    $  6,400,000     $ 6,400,000           N/A      2005-GG5   Wachovia     LNR
Dahn Corp. ...............  $ 31,280,000    0.7%    $  1,720,000     $ 1,720,000           N/A      2005-GG5   Wachovia     LNR
Centra Portfolio .........  $ 28,400,000    0.6%    $          0(4)          N/A  $          0(4)   2005-GG5   Wachovia     LNR
Shaw's Plaza .............  $  8,600,000    0.2%    $    900,000     $   900,000           N/A      2005-GG5   Wachovia     LNR
The Pointe Office/Retail
   Buildings .............  $  6,936,000    0.2%    $    415,000     $   415,000           N/A      2005-GG5   Wachovia     LNR
Raintree Center ..........  $  3,489,669    0.1%    $    220,000     $   220,000           N/A      2005-GG5   Wachovia     LNR


----------
(1)  2005-GG5 refers to the pooling and servicing agreement for this
     transaction. 2005-GG4 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 2005-GG4.
     2005-C20 refers to the pooling and servicing agreement entered into in
     connection with the Wachovia Bank Commercial Mortgage Trust, Commercial
     Mortgage Pass-Through Certificates, Series 2005-C20.

(2)  Wachovia refers to Wachovia Bank, National Association. GMAC refers to GMAC
     Commercial Mortgage Corporation.

(3)  LNR refers to LNR Partners, Inc. CW refers to CWCapital Asset Management,
     LLC.

(4)  The pari passu Companion Loan is a future funding obligation of GCFP. It is
     anticipated that the related seller will fund this future advance in
     January 2006 and that the principal balance of the pari passu Companion
     Loan will be $9,400,000.

     Except for the Wells Fargo Center Loan Group and the San Francisco Centre
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 trust
and the corresponding Companion Loan(s) will be serviced and administered
pursuant to the pooling and servicing agreement.

     The Wells Fargo Center Loan Group will be serviced under the 2005-GG4 PSA
entered into in connection with the issuance of the GS Mortgage Securities
Corporation II, as depositor, Commercial Mortgage Pass-Through Certificates,
Series 2005-GG4.

     The San Francisco Centre Loan Group will be serviced under the 2005-C20 PSA
entered into in connection with the issuance of the Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C20.

     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 550 West Jackson Boulevard, Windsor/RECP
          Hotel Portfolio, Austin Oaks, Dahn Corp. and Shaw's Plaza 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.


                                      S-72



          The intercreditor agreements with respect to the Loan Groups
          identified in the table above as The Pointe Office/Retail Buildings
          and Raintree Center, provide that in the event that (a) any payment of
          principal or interest on any portion of the Loan Group becomes 90 days
          or more delinquent, (b) any portion of the Loan Group is accelerated,
          (c) the balloon payments are not made, (d) the occurrence of certain
          insolvency events, or (e) any other event that causes the Companion
          Loan to be paid on a subordinated basis as described in this
          prospectus supplement, 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 servicing advances and (v) other
          servicing expenses.

     o    Cure Rights. The related co-lender agreement, except in the case of
          The Pointe Office/Retail Buildings and Raintree Center Loan Group
          (which do not provide cure rights to the holder of the related
          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.

SIGNIFICANT UNDERLYING MORTGAGE LOANS

     General. The Mortgage Pool will include three 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--731 Lexington Avenue," "--Schron Industrial Portfolio," and
"--Lynnhaven Mall."

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    One-hundred-thirty-one of the mortgaged properties, securing 47.0% 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    Thirty-seven of the mortgaged properties, securing 9.0% 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.


                                      S-73



     Ground Leases. Twenty of the mortgaged properties that we intend to include
in the Mortgage Pool, representing 6.4% of the Initial Mortgage Pool Balance,
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. Except as discussed below, each 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. In the case of the mortgaged
property identified on Annex A to this prospectus supplement as Hampton Inn -
Andover, MA which is part of the Jelms Hotel Portfolio, with allocated loan
amount representing 0.1% of the Initial Mortgage Pool Balance, the related
ground lease expires approximately 19 years after the stated maturity date of
the Jelms Hotel Portfolio Loan. With respect to the mortgaged property
identified on Annex A to this prospectus supplement as 237 Greenwood Court,
which is part of the Schron Industrial Portfolio, the ground lease expires 3
years prior to the maturity date, but the related borrower is required to
purchase (and has pledged) the fee interest at that time for $10. With respect
to the mortgage loan secured by the borrower's leasehold interest in the
mortgaged property identified on Annex A as Kalani Industrial, the initial
maturity date is more than ten years after the ground lease expiration date but
less than 20 years after such date. With respect to the mortgaged properties
identified on Annex A to this prospectus supplement as Marriott-Pittsburgh and
Marriott-Durham which are part of the Shaner Hotel Portfolio, collectively
representing 0.4% of the Initial Mortgage Pool Balance, the related borrower's
leasehold interest is in air rights owned by an unaffiliated party (and, with
respect to Marriott-Durham, the borrower also mortgaged its leasehold interest
in a ground lease related to a parking area). To the extent "ground leases" are
discussed in this prospectus supplement, the information applies to these air
rights leases as well.

     Other Financing. The borrowers are generally permitted to incur unsecured
trade debt in the ordinary course of business and to the extent a borrower does
not meet single-purpose entity criteria, such borrower is generally not
restricted from incurring unsecured debt. In addition, the terms of certain
mortgage loans permit the borrowers to post letters of credit and/or surety
bonds as additional collateral for the benefit of the lender under the related
mortgage loan. Such obligations may constitute a contingent reimbursement
obligation of the related borrower. However, in most or all such cases, the
related issuing bank or surety did not agree to subordination and standstill
protection benefiting the lender.

     Based on information received from the Mortgage Loan Sellers, we are aware
of the following borrowers that have incurred or are permitted to incur other
debt secured by the mortgaged property:

     o    With respect to the mortgaged property identified on Annex A as Centra
          Point - Building 8, which is part of the Centra Portfolio mortgage
          loan, and currently has no allocated loan amount, the mortgaged
          property is encumbered by a first mortgage lien securing a note held
          by a construction lender. The lender has a second mortgage lien on
          this mortgaged property. The mortgage loan is a Loan Group and the
          related Centra Portfolio Pari Passu Companion Loan (in the current
          principal amount of $0) has not been advanced to the borrower. GCFP
          may make advances up to $9,400,000 under the Centra Portfolio Pari
          Passu Companion Loan on or prior to January 15, 2006, subject to
          certain extension options of the related borrowers, and subject to the
          satisfaction of conditions, including (but not limited to) (i) the
          construction loan relating to Centra Point Building 8 has been paid in
          full, (ii) evidence that GC Wallace, the sole tenant at Centra Point
          Building 8, has taken occupancy of the entire space demised under the
          related lease and begun to pay full rent under such lease, (iii) the
          applicable borrower has executed and delivered a first priority
          mortgage and such other documents evidencing lender's first priority
          lien.

     o    With respect to the mortgage loan secured by the mortgaged property
          identified on Annex A as Whitehall Hotel, representing 0.6% of the
          Initial Mortgage Pool Balance, the borrower is permitted to incur
          subordinate debt secured by the mortgaged property, subject to certain
          conditions, including, among other things, (i) such subordinate debt
          is not obtained prior to the date that is 12 months after the loan
          origination date (ii) the combined loan-to-value ratio does not exceed
          the lesser of 75% and the loan-to-value ratio based on the "as is"
          appraised value of the mortgaged property on the loan closing date,
          (iii) the combined debt-service-coverage ratio is not less than 1.25x
          and (iv) the subordinate debt lender has entered into an acceptable
          standstill agreement.


                                      S-74



     o    With respect to the mortgage loan secured by the mortgaged property
          identified on Annex A to this prospectus supplement as Lakeside Plaza,
          representing 0.3% of the Initial Mortgage Pool Balance, the borrower
          is permitted incur subordinate debt secured by the related mortgaged
          property, provided, among other things, the combined loan-to-value
          ratio does not to exceed 77%, the combined debt-service-coverage ratio
          projected for the 12-month period following the subordinate loan
          origination date is at least 1.20x and, subject to approval by the
          lender that the subordinate loan documents and related lender satisfy
          the requirements in the mortgage loan documents and confirmation from
          the Rating Agencies that such action will not cause a downgrade
          withdrawal or qualification of the ratings of any of the series
          2005-GG5 certificates;

     o    With respect to the mortgage loan secured by the mortgaged property
          identified on Annex A as Kalani Industrial, representing 0.2% of the
          Initial Mortgage Pool Balance, the borrower is permitted to incur
          subordinate debt secured by the mortgaged property, subject to certain
          conditions, including, among other things, (i) such subordinate debt
          is obtained solely in connection with the consummation of a transfer
          of the mortgaged property and assumption of the mortgage loan by a new
          borrower, (ii) the combined loan-to-value ratio does not exceed the
          lesser of 75% and the loan-to-value ratio based on the "as is"
          appraised value of the mortgaged property on the date of such transfer
          and assumption, (iii) the combined debt-service-coverage ratio is not
          less than 1.25x and (iv) the subordinate debt lender has entered into
          an acceptable standstill agreement.

     o    With respect to the mortgage loan secured by the mortgaged property
          identified on Annex A to this prospectus supplement as Balentine
          Plaza, representing 0.3% of the Initial Mortgage Pool Balance, the
          borrower is permitted to incur subordinate debt secured by the related
          mortgaged property, provided, among other things, (i) the combined
          loan-to-value ratio does not exceed 75% of the lesser of (a) the
          purchase price of the property in the case that the subordinate debt
          is being incurred in connection with an outright sale of the property
          in connection with a transfer and assumption, and (b) the appraised
          value of the property at the time the subordinate debt is incurred,
          (ii) the combined debt-service-coverage ratio, as determined by the
          lender, is at least 1.30x, and (iii) subject to approval by the lender
          that the subordinate loan documents and related lender satisfy the
          requirements in the mortgage loan documents and confirmation from the
          Rating Agencies that such action will not cause a downgrade withdrawal
          or qualification of the ratings of any of the series 2005-GG5
          certificates;

     o    With respect to the mortgage loan secured by the mortgaged property
          identified on Annex A to this prospectus supplement as Coliseum
          Center, representing 0.2% of the Initial Mortgage Pool Balance, the
          borrower is permitted to incur subordinate debt secured by the related
          mortgaged property, provided, among other things, (i) the combined
          loan-to-value ratio does not exceed 80% of the appraised value of the
          property at the time the subordinate debt is incurred, (ii) the
          combined debt-service-coverage ratio, as determined by the lender, is
          at least 1.10x and, (iii) subject to approval by the lender that that
          the subordinate loan documents and related lender satisfy the
          requirements in the mortgage loan documents and confirmation from the
          Rating Agencies that such action will not cause a downgrade withdrawal
          or qualification of the ratings of any of the series 2005-GG5
          certificates;

     o    With respect to the mortgage loan secured by the mortgaged property
          identified on Annex A to this prospectus supplement as Plymouth
          Crossing, representing approximately 0.2% of the Initial Mortgage Pool
          Balance, the borrower is permitted to incur subordinate debt secured
          by the related mortgaged property, provided, among other things, (i)
          the combined loan-to-value ratio does not exceed 80% of the appraised
          value of the property at the time the subordinate debt is incurred,
          (ii) the combined debt-service-coverage ratio, as determined by the
          Lender, is at least 1.25x, (iii) the holder of the second mortgage
          enters into a standstill intercreditor agreement with lender in form
          and substance satisfactory to lender and (iv) to the extent the lender
          determines it necessary or prudent to do so, lender has received
          confirmation from the Rating Agencies that such action will not cause
          a downgrade withdrawal or qualification of the ratings of any of the
          series 2005-GG5 certificates;

     o    With respect to the mortgage loan secured by the mortgaged property
          identified on Annex A to this prospectus supplement as Blue Bell West,
          representing approximately 0.2% of the Initial Mortgage Pool Balance,
          the borrower is permitted to incur subordinate debt secured by the
          related mortgaged property, provided, among other things, (i) the
          combined loan-to-value ratio does not exceed 80% of the appraised


                                      S-75



          value of the property at the time the subordinate debt is incurred,
          (ii) the combined debt-service-coverage ratio, as determined by the
          lender, is at least 1.25x, (iii) the holder of the second mortgage
          enters into a standstill intercreditor agreement with lender in form
          and substance satisfactory to lender and (iv) to the extent the lender
          determines it necessary or prudent to do so, lender has received
          confirmation from the Rating Agencies that such action will not cause
          a downgrade withdrawal or qualification of the ratings of any of the
          series 2005-GG5 certificates; and

     o    With respect to the mortgage loan secured by the mortgaged property
          identified on Annex A to this prospectus supplement as Cornerstone
          Commons Shopping Center, representing 0.2% of the Initial Mortgage
          Pool Balance, the borrower leased an unimproved portion of the
          mortgaged property (the "CORNERSTONE GROUND LEASE PARCEL") to an
          affiliate and the affiliate is permitted to incur debt secured by a
          leasehold mortgage on the Cornerstone Ground Lease Parcel. The loan
          documents provide that the lender will subordinate its interest in the
          Cornerstone Ground Lease Parcel in the event the affiliate mortgages
          such property. In addition, it is anticipated that the Cornerstone
          Ground Lease Parcel will be released from the lien of the mortgage, as
          described above under "--Terms and Conditions of the Trust Mortgage
          Loans -Release Provisions" in this prospectus supplement.

     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
incurred or are permitted to incur debt secured by the related mortgaged
property.

     Based on information we received from the Mortgage Loan Sellers, we are
aware of the following borrowers (excluding borrowers that do not meet the
single-purpose entity criteria) that have incurred or permitted to incur
unsecured debt:

     o    With respect to the mortgage loan secured by the mortgaged property
          identified on Annex A to the prospectus supplement as Tetco Tower,
          representing 0.5% of the Initial Mortgage Pool Balance, the related
          borrower is permitted to incur up to $500,000 of unsecured debt from
          an affiliate.

     o    With respect to the mortgage loan secured by the mortgaged property
          identified on Annex A to this prospectus supplement as 420 Fifth
          Avenue, representing 0.6% of the Initial Mortgage Pool Balance, the
          related borrower has an unsecured loan from an affiliate in the amount
          of $9,500,000, which (i) is payable only to the extent of excess cash
          flow and (ii) is subject to a subordination, standstill and
          intercreditor agreement that contains a complete standstill agreement
          during the term of the mortgage loan.

     Although the mortgage loans generally include restrictions on the pledging
of the general partnership and managing member equity interests in the borrower,
the mortgage loans generally permit the pledge of less than a controlling
interest in the partnership or membership interests in a borrower. Mezzanine
debt is secured by direct or indirect ownership interests in a borrower. While a
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. Mortgage Loans with a borrower that does not meet
single-purpose entity criteria may not be restricted in any way from incurring
mezzanine debt. Based on information received from the Mortgage Loan Sellers, we
are aware of the following existing mezzanine indebtedness with respect to the
mortgage loans:



                                                % OF                                                        MEZZANINE
                                              INITIAL  INITIAL PRINCIPAL                                       LOAN
                                CUT-OFF DATE    POOL       AMOUNT OF         HOLDER OF    INTEREST RATE ON   MATURITY  INTERCREDITOR
             LOAN                  BALANCE    BALANCE    MEZZANINE DEBT   MEZZANINE LOAN   MEZZANINE LOAN      DATE     AGREEMENT(1)
------------------------------  ------------  -------  -----------------  --------------  ----------------  ---------  -------------

Schron Industrial Portfolio...   317,500,000    7.2%     $22,500,000           GSMC            9.42889%     10/6/15(2)      Yes
Maryland Multifamily                                                      Potomac Realty
   Portfolio..................   200,000,000    4.5%     $20,000,000       Capital, LLC   LIBOR + 6.25%      7/6/12(2)      Yes
1425 New York Avenue..........   105,770,000    2.4%     $31,230,000           GSMC        LIBOR + 6.5%(4)   7/6/06         Yes
Gateway at Lake Success.......   110,000,000    2.5%     $15,000,000           GCFP              6.575%      9/6/10(2)      Yes
Cross Point...................    86,000,000    2.0%     $11,500,000(3)        GCFP       LIBOR + 4.50%      9/6/10(2)      Yes
Concord & Foulkstone..........    78,000,000    1.8%     $ 8,000,000       LEM Mezzanine          11.0%     10/6/15         Yes
Meadowbrook North.............    48,000,000    1.1%     $ 6,000,000           GCFP               6.37%      8/6/10         Yes


----------
(1)  Includes provisions stating that the mezzanine loan is subordinate to the
     mortgage loan and that no payments will be made on the mezzanine loan from
     funds derived from the related mortgaged property upon an event of default
     under the related mortgage loan.


                                      S-76



(2)  Co-terminus with the related mortgage loan maturity date.

(3)  The current balance of the mezzanine loan is $0. However, the terms of the
     mezzanine loan entitle the mezzanine borrower to up to $11,500,000, subject
     to certain restrictions, on a date prior to August 2008.

(4)  Increases as described under "Annex B--Structural and Collateral Term
     Sheet--Ten Largest Mortgage Loans--1425 New York Avenue."

     With respect to the mortgage loan secured by the mortgaged property
identified on Annex A to this prospectus supplement as Kimberly Square,
representing 0.1% of the Initial Mortgage Pool Balance, 49% of each member's
interest in the borrowing entity (not including the borrower's managing member)
has been pledged, among other things, as additional collateral to The National
Bank of South Carolina to secure a construction loan of up to $31,610,000 to JAH
Nicholasville Road #2, LLC, a Kentucky entity in which the members of the
borrower also have a direct or indirect interest. This construction loan is
anticipated to be refinanced in June 2006, thus releasing the member's
interests. We cannot assure you that the anticipated refinancing will occur.

     In the case of the above described mortgage loans with existing mezzanine
debt, the holder of the mezzanine loan generally has the right to cure certain
defaults occurring on the related mortgage loan and the right to purchase the
mortgage loan from the trust if certain mortgage loan defaults occur. The
purchase price required to be paid in connection with such a purchase is
generally equal to the outstanding principal balance of the mortgage loan,
together with accrued and unpaid interest on, and all unpaid servicing expenses
and advances relating to, the mortgage loan. The specific rights of the related
mezzanine lender with respect to any future mezzanine loan will be specified in
the related intercreditor agreement and may include rights substantially similar
to the cure and repurchase rights described above.

     With respect to the mortgage loan secured by the mortgaged property
identified on Annex A to this prospectus supplement as Wells Fargo Center,
representing 1.7% of the Initial Mortgage Pool Balance, the mortgage loan
documents permit the related borrower's parent (or any entity holding any direct
or indirect interests in the borrower's parent) to pledge their direct or
indirect ownership interest in the related borrower to any institutional lender
providing a corporate line of credit or other financing, provided that the value
of the Mortgaged Property which is indirectly pledged as collateral under such
financing constitutes no more than 33% of the total value of all assets directly
or indirectly securing such financing.

     With respect to the mortgage loan secured by the mortgaged property
identified on Annex A to this prospectus supplement as Doubletree Club Hotel -
Atlanta, GA, representing 0.2% of the Initial Mortgage Pool Balance, the related
borrower incurred $700,000 of other debt from an affiliate secured by a pledge
of 100% of the partnership interest in the borrower. This other debt is payable
only to the extent (i) excess cash flow is available and (ii) there is no event
of default under the mortgage loan documents. The other debt is subject to a
subordination and intercreditor agreement during the mortgage loan term.

     With respect to the mortgage loan secured by the mortgaged property
identified on Annex A to this prospectus supplement as Lynnhaven Mall,
representing 5.7% of the Initial Mortgage Pool Balance, the related borrower is
permitted to pledge direct interests in the borrower or debt granting rights
similar to preferred equity so long as confirmation has been received from each
rating agency that the debt would not result in the downgrade, withdrawl or
qualification of the then current ratings of the series 2005-GG5 certificates.


                                      S-77



     With respect to the mortgage loans listed in the chart below, the Mortgage
Loan Sellers have informed us that the direct and/or indirect equity owners of
the borrower are permitted to pledge its interest in the related borrower as
security for a mezzanine loan, subject to the satisfaction of conditions
contained in the related loan documents, including, among other things, a
combined maximum loan-to-value ratio and a combined minimum
debt-service-coverage ratio, as listed below:



                                                                             ACCEPTABLE
                                                     COMBINED   COMBINED   INTERCREDITOR
                                     LOAN CUT-OFF    MAXIMUM     MINIMUM     AGREEMENT
              LOAN                   DATE BALANCE   LTV RATIO     DSCR      REQUIRED(1)
----------------------------------   ------------   ---------   --------   -------------

Lynnhaven Mall....................   $249,903,409      75%        1.20x         Yes
Maryland Multifamily Portfolio....   $200,000,000      90%        1.00x         Yes
33 Benedict Place - Unilever......   $ 70,000,000      85%         N/A          Yes
555 Ninth Street..................   $ 50,000,000      80%        1.17x         Yes
Hookston Square...................   $ 30,500,000      85%        1.07x         Yes
Whitehall Hotel(2)................   $ 26,000,000      N/A         N/A          Yes
Lincoln Building..................   $ 14,400,000      80%        1.25x         Yes
Park Place Office Building(3).....   $ 12,300,000      75%        1.25x         Yes
Chartwell II......................   $ 11,600,000      70%        1.40x         Yes
Kalani Industrial(4)..............   $  9,082,093      75%        1.25x         Yes
TBC Corp(5).......................   $  8,488,393      60%        1.20x         Yes
5175 East Pacific Coast Highway...   $  1,940,000      80%        1.10x         Yes


----------
(1)  Acceptable to lender.

(2)  Mezzanine debt is not permitted until at least 12 months after the loan
     origination date.

(3)  Mezzanine debt is not permitted until at least 24 months after the loan
     origination date.

(4)  Mezzanine debt is permitted solely in connection with the consummation of a
     transfer of the mortgaged property and assumption of the mortgage loan by a
     new borrower.

(5)  Mezzanine debt is not permitted until at least 60 months after the loan
     origination date.

     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.

     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.


                                      S-78



     Lockboxes. Sixty-two mortgage loans, representing approximately 77.0% 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 49 mortgage loans, representing 66.7% of
          the Initial Mortgage Pool Balance, the related borrower is required to
          direct the tenants to pay rents directly to a lockbox account
          controlled by the lender. 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 13 mortgage loans, representing 10.3% of
          the Initial Mortgage Pool Balance, the related borrower is required to
          deposit or cause the property manager to deposit all rents collected
          into a lockbox account.

     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:

               NUMBER OF   % OF INITIAL
TYPE OF CASH    MORTGAGE     MORTGAGE
 MANAGEMENT      LOANS     POOL BALANCE
------------   ---------   ------------
Springing...       43          43.6%
In-place....       19          30.7%

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 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.


                                      S-79



     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 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),

          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, and

          4.   the full replacement cost of the improvements located on the
               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.

     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


                                      S-80



supplement as Mountaingate Plaza, representing 0.7% of the Initial Mortgage Pool
Balance, the seismic assessment concluded that two of the related mortgaged
properties were not likely to experience a probable maximum loss in excess of
30% and 33%, respectively, 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 $25,000,000.

     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.

     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-GG5 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.


                                      S-81



     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 2
mortgaged properties, securing mortgage loans representing 0.6% 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 21-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.

     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.


                                      S-82



     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.

     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
                                 $2,245,682,320
                                      GSMC
                                 $1,909,963,640
                                    GSMC and
                              Commerzbank, jointly
                                  $249,903,409

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

                                            All mortgage loans
                                            $4,405,549,368

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

                                Greenwich Capital
                            Commercial Funding Corp.

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

                                            All mortgage loans
                                            $4,405,549,368

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

                                   Commercial
                                 Mortgage Trust
                                    2005-GG5

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

                                      S-83



     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, other than the Wells Fargo Center Loan Group
and San Francisco Centre Loan Group:

     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;

     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.

     With respect to the Wells Fargo Center Loan Group, Wells Fargo Bank, N.A.,
as the trustee under the 2005-GG4 PSA will hold the original documents related
to the Wells Fargo Center Loan Group for the benefit of the 2005-GG4 Trust and
the trust fund formed by the pooling and servicing agreement for this
transaction, other than the related note that is not an asset of the trust fund
formed by the 2005-GG4 PSA, which will be held by the trustee under the pooling
and servicing agreement for this transaction.

     With respect to the San Francisco Centre Loan Group, LaSalle Bank National
Association, as the trustee under the 2005-C20 PSA will hold the original
documents related to the San Francisco Centre Loan Group for the benefit of the
2005-C20 Trust and the trust fund formed by the pooling and servicing agreement
for this transaction, other than the related note that is not an asset of the
trust fund formed by the 2005-C20 PSA, which will be held by the trustee under
the pooling and servicing agreement for this transaction.

     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-GG5 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.


                                      S-84



     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-GG5 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.

     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


                                      S-85



          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 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 interests of the
          series 2005-GG5 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


                                      S-86



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

          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-GG5 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 the 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.


                                      S-87



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.

     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 Loan which was jointly originated by Commerzbank
          and Archon and one mortgage loan, the San Francisco Centre Loan, which
          Archon jointly originated with Wachovia Bank, National Association.
          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. The
          mortgage loan identified on Annex A to this prospectus supplement as
          Lynnhaven Mall was jointly originated by Archon and Commerzbank, and
          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 ("COMMERZBANK"), is 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. The
          mortgage loan identified on Annex A to this prospectus supplement as
          Lynnhaven Mall was 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.


                                      S-88



     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.

               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 Wells Fargo Center Trust Loan and the San Francisco
Centre 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


                                      S-89



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.

     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 and Commerzbank AG, New York Branch (other than
the San Francisco Centre mortgage loan and certain other mortgage loans that had
subservicers in place prior to this securitization) under which the primary
servicer will assume many of the servicing obligations of the master servicer
presented in this section with respect to those mortgage loans sold by Goldman
Sachs Mortgage Company and Commerzbank AG, New York Branch 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-GG5 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 Pointe Office/Retail Buildings properties and the
Raintree Center property Loan Groups, 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. Wachovia Bank, National Association, a national
banking association, will act as master servicer under the pooling and servicing
agreement. Its principal servicing offices are located at NC 1075, 8739 Research
Drive URP4, Charlotte, North Carolina 28262-1075.

     As of June 30, 2005, Wachovia and its affiliates were responsible for
master or primary servicing approximately 16,346 commercial and multifamily
loans totaling approximately $158 billion in aggregate outstanding principal
amount, including loans securitized in mortgage-backed securitization
transactions. Wachovia will make no representation as to the validity or
sufficiency of the pooling and servicing agreement, the series 2005-GG5
certificates, the mortgage loans or this prospectus supplement.


                                      S-90



     The information set forth in this prospectus supplement concerning Wachovia
Bank, National Association has been provided by it.

     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
and Commerzbank AG, New York Branch (other than the San Francisco Centre
mortgage loan and certain other mortgage loans that had subservicers in place
prior to this securitization).

     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 June 30, 2005, Midland was servicing approximately 15,879 commercial
and multifamily loans with a total principal balance of approximately $118.8
billion. The collateral for these loans is located in all 50 states, the
District of Columbia, Puerto Rico, Guam and Canada. Approximately 10,603 of
those loans, with a total principal balance of approximately $84.3 billion,
pertain to commercial and multifamily mortgage-backed securities.

     The information set forth in this prospectus supplement concerning Midland
Loan Services, Inc. has been provided by it.

     The Special Servicer. LNR Partners, Inc., a Florida corporation ("LNR
PARTNERS") and a subsidiary of LNR Property Holdings Ltd. ("LNR CORP."), will
initially be appointed as special servicer (the "SPECIAL SERVICER") of the
Mortgage Loans. The principal executive offices of the Special Servicer are
located at 1601 Washington Avenue, Miami Beach, Florida, 33139, and its
telephone number is (305) 695-5600. LNR Corp., through its subsidiaries,
affiliates and joint ventures, is involved in the real estate investment,
finance and management business and engages principally in (i) acquiring,
developing, repositioning, managing and selling commercial and multi-family
residential real estate properties, (ii) investing in high-yielding real estate
loans, and (iii) investing in, and managing as special servicer, unrated and
non-investment grade rated commercial mortgage-backed securities.

     The Special Servicer and its affiliates have regional offices located
across the country in Florida, Georgia, Oregon, Texas, Massachusetts, North
Carolina and California and in Europe in London, England, Munich, Germany and
Paris, France. As of May 31, 2005, the Special Servicer and its affiliates
specially service a portfolio which included an original count of approximately
16,000 assets in all 50 states and in Europe with an original face value of $130
billion, all of which are commercial real estate assets. The Special Servicer
and its affiliates own and are in the business of acquiring assets similar in
type to the assets of the trust. Accordingly, the assets of the Special Servicer
and its affiliates may, depending upon the particular circumstances including
the nature and location of such assets, compete with the mortgaged properties
for tenants, purchasers, financing and so forth.

     The information set forth in this prospectus supplement concerning LNR
Partners and LNR Corp. has been provided by them.

     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

     Wells Fargo Center Loan Group. The Wells Fargo Center Loan Group and any
related REO property are being serviced under the 2005-GG4 PSA. The 2005-GG4 PSA
provides for servicing in a manner acceptable for rated transactions similar in
nature to this securitization. The servicing arrangements under the 2005-GG4 PSA
are generally similar to, but not identical to, the servicing arrangements under
the pooling and servicing agreement for this transaction.


                                      S-91



     In that regard:

     o    The 2005-GG4 Master Servicer is GMAC Commercial Mortgage Corporation
          and the 2005-GG4 Special Servicer is LNR Partners, Inc., with respect
          to the servicing of the Wells Fargo Center Loan Group.

     o    The 2005-GG4 Trustee will be the mortgagee of record for the Wells
          Fargo Center Loan Group.

     o    The master 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 2005-GG4 Master
          Servicer, the 2005-GG4 Special Servicer or the 2005-GG4 Trustee or to
          make servicing advances with respect to the Wells Fargo Center Loan
          Group. The obligation of the master servicer and the special servicer
          to provide information and collections to the trustee and the series
          2005-GG5 certificateholders with respect to the Wells Fargo Center
          Loan Group, as applicable, will be dependent on their receipt of the
          corresponding information and collections from the 2005-GG4 Master
          Servicer or the 2005-GG4 Special Servicer, as applicable.

     o    The 2005-GG4 Master Servicer will make servicing advances and remit
          collections on the Wells Fargo Center 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 Wells
          Fargo Center Trust Loan, unless it 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 2005-GG4 Master Servicer may also rely
          on a determination by the master servicer that a P&I advance with
          respect to the Wells Fargo Center Trust Loan is nonrecoverable.

     o    Pursuant to the 2005-GG4 PSA, the workout fee and liquidation fee with
          respect to the Wells Fargo Center Loan Group will be 1.0% and 1.0%,
          respectively.

     o    With respect to the Wells Fargo Center Loan Group, the majority
          certificateholder of the controlling class for this transaction will
          be able to consult on a non-binding basis with the 2005-GG4 Special
          Servicer with respect to certain proposed actions to be taken by the
          2005-GG4 Master Servicer or the 2005-GG4 Special Servicer. See "--The
          Directing Holders--Non-Serviced Loan Groups" below in this prospectus
          supplement.

     o    With respect to the Wells Fargo Center Loan Group, the 2005-GG4
          Special Servicer may be removed as special servicer only for cause,
          but only with the consent of the controlling class of the 2005-GG4
          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 Wells Fargo Center Pari Passu
          Companion Loan 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.

     San Francisco Centre Loan Group. The San Francisco Centre Loan Group and
any related REO property are being serviced under the 2005-C20 PSA. The 2005-C20
PSA provides for servicing in a manner acceptable for rated transactions similar
in nature to this securitization. The servicing arrangements under the 2005-C20
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 2005-C20 Master Servicer is Wachovia Bank, National Association
          and the 2005-C20 Special Servicer is CWCapital Asset Management, LLC,
          with respect to the servicing of the San Francisco Centre Loan Group.


                                      S-92



     o    The 2005-C20 Trustee will be the mortgagee of record for the San
          Francisco Centre 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 2005-C20 Master Servicer, the
          2005-C20 Special Servicer or the 2005-C20 Trustee or to make servicing
          advances with respect to the San Francisco Centre Loan Group. The
          obligation of the master servicer and the special servicer to provide
          information and collections to the trustee and the series 2005-GG5
          certificateholders with respect to the San Francisco Centre Loan
          Group, as applicable, will be dependent on their receipt of the
          corresponding information and collections from the 2005-C20 Master
          Servicer or the 2005-C20 Special Servicer, as applicable.

     o    The 2005-C20 Master Servicer will make servicing advances and remit
          collections on the San Francisco Centre 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 San
          Francisco Centre Trust Loan, unless it 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 2005-C20 Master Servicer may
          also rely on a determination by the master servicer that a P&I advance
          with respect to the San Francisco Centre Trust Loan is nonrecoverable.

     o    Pursuant to the 2005-C20 PSA, the workout fee and liquidation fee with
          respect to the San Francisco Centre Loan Group will each be 1.0%.

     o    With respect to the San Francisco Centre Loan Group, the majority
          certificateholder of the controlling class for the 2005-C20 Trust will
          be able to withhold their approval to certain proposed actions to be
          taken by the 2005-C20 Master Servicer or the 2005-C20 Special
          Servicer. The majority certificateholder of this trust will have no
          right to participate in any servicing decision. See "--The Directing
          Holders--Non-Serviced Loan Groups" below in this prospectus
          supplement.

     o    With respect to the San Francisco Centre Loan Group, the 2005-C20
          Special Servicer may be removed by the controlling class of the trust
          after consultation with the controlling class of the 2005-C20 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 San Francisco Centre Pari Passu
          Companion Loan 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.


                                      S-93



     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

     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 0.08% 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."

     The Wells Fargo Center Trust Loan will be serviced by the 2005-GG4 Master
Servicer under the 2005-GG4 PSA. A master servicing fee will be payable on the
Wells Fargo Center 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 2005-GG4 Master Servicer at a primary servicing fee rate of 0.01%
per annum.

     The San Francisco Centre Trust Loan will be serviced by the 2005-C20 Master
Servicer under the 2005-C20 PSA. A master servicing fee will be payable on the
San Francisco Centre 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 2005-C20 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
          that mortgage loan,


                                      S-94



     o    to pay any other expenses, excluding special servicing fees,
          liquidation fees and workout fees, that are then outstanding with
          respect to that mortgage loan and that, if paid from a source other
          than late payment charges and Default Interest collected with respect
          to that 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 that
          mortgage loan in the 12 month period preceding the collection of those
          late payment charges and Default Interest, which payment was made from
          a source other than late payment charges and Default Interest
          collected with respect to that mortgage loan.

     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-GG5 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-GG5 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,


                                      S-95



     o    accrue at a special servicing fee rate of 0.35% per annum (with a
          minimum monthly fee of $4,000 for each specially serviced loan and REO
          property),

     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 loan. The
workout fee will be payable out of, and will be calculated by application of a
workout fee rate of 1.0% 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 or replaced other than for cause 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. The resigning or terminated special servicer will also receive a
workout fee on any worked-out mortgage loan for which the resigning or
terminated special servicer has cured the event of default through a
modification, restructuring or workout negotiated by the special servicer and
evidenced by a signed writing, but which had not as of the time the special
servicer resigned or was terminated become a worked-out mortgage loan solely
because the borrower had not made three consecutive full and timely monthly
payments and which subsequently becomes a worked-out mortgage loan as a result
of the borrower making such three consecutive timely monthly payments, but such
fee will cease to be payable in each case if the worked-out mortgage loan again
becomes a specially serviced mortgage loan. 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-GG5 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.


                                      S-96



     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;

     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-GG5 controlling class or the
          master servicer in connection with the termination of the trust or the
          exchange by a sole remaining series 2005-GG5 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-GG5 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
          that mortgage loan,

     o    to pay any other expenses, excluding special servicing fees,
          liquidation fees and workout fees, that are then outstanding with
          respect to that mortgage loan and that, if paid from a source other
          than late payment charges and Default Interest collected with respect
          to that 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 that


                                      S-97



          mortgage loan in the 12 month period preceding the collection of those
          late payment charges and Default Interest, which payment was made from
          a source other than late payment charges and Default Interest
          collected with respect to that mortgage loan.

     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 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. The Special Servicer may
elect to make certain servicing advances on an emergency basis.

     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 master servicer
          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 master servicer or special servicer, as applicable,
exercised in accordance with the Servicing Standard, or the trustee or the
fiscal agent, as applicable, in its good faith business judgment, would not be
ultimately recoverable from expected collections on the related mortgage loan or
REO Property. If the master servicer, the special 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


                                      S-98



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-GG5 certificateholders and, if that 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.

     Non-Serviced Loan Groups. 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 Wells Fargo Center Loan Group will be
made by the 2005-GG4 Master Servicer or 2005-GG4 Trustee in accordance with the
2005-GG4 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 Wells Fargo Center Loan Group under the
2005-GG4 PSA, the party making that advance will be entitled to be reimbursed
with interest thereon as set forth in the 2005-GG4 PSA, including in the event
that the 2005-GG4 Master Servicer or 2005-GG4 Trustee has made a servicing
advance on the Wells Fargo Center Loan Group that it subsequently determines is
not recoverable from expected collections on the Wells Fargo Center Loan Group,
as applicable.

     Servicing advances in the case of the San Francisco Centre Loan Group will
be made by the 2005-C20 Master Servicer, 2005-C20 Special Servicer, 2005-C20
Trustee or 2005-C20 Fiscal Agent in accordance with the 2005-C20 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 San Francisco Centre Loan Group under the 2005-C20 PSA, the
party making that advance will be entitled to be reimbursed with interest
thereon as set forth in the 2005-C20 PSA, including in the event that the
2005-C20 Master Servicer, 2005-C20 Special Servicer, 2005-C20 Trustee or
2005-C20 Fiscal Agent has made a servicing advance on the San Francisco Centre
Loan Group that it subsequently determines is not recoverable from expected
collections on the San Francisco Centre 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-GG5 certificates.

     o    Split Loans - Tier 1. With respect to the Loan Groups secured by the
          550 West Jackson Boulevard property, the Windsor/RECP Hotel Portfolio
          properties, the Austin Oaks property and the Dahn Corp property, 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-GG5 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


                                      S-99



          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 loan.

     o    Split Loans - Tier 2. With respect to the Loan Group secured by the
          Shaw's Plaza property, the directing holder will be the holder of
          certificates representing a majority interest in a designated
          controlling class of the series 2005-GG5 certificates. Although the
          holder of the subordinate non-trust mortgage loan will not be the
          directing holder, for so long as a control appraisal event does not
          exist, it will have non-binding consultation rights with respect to
          various matters affecting that mortgage loan. For purposes of this
          paragraph, a "control appraisal event" will exist if and for so long
          as the initial balance of the 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 loan.

     o    Split Loans - Tier 3. With respect to the Loan Group secured by The
          Pointe Office/Retail Buildings properties and the Raintree Center
          property, the directing holder will be the holder of certificates
          representing a majority interest in a designated controlling class of
          the series 2005-GG5 certificates.

     o    Split Loans - Pari Passu:

          o    With respect to the Loan Groups secured by the Maryland
               Multifamily Portfolio properties and the Centra Portfolio
               properties, each of which is part of a split loan structure that
               each has one or more non-trust 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-GG5 certificates.

          o    With respect to the Loan Group secured by the JQH Hotel Portfolio
               B properties, the directing holder will be the holder of the JQH
               Hotel Portfolio B Companion Loan or the holder of certificates
               representing a majority interest in a designated controlling
               class of any subsequent securitization of the JQH Hotel Portfolio
               B Companion Loan, subject to the non-binding consultation rights
               of the holder of certificates representing a majority interest in
               the controlling class of series 2005-GG5 certificates.

          o    With respect to the Loan Group secured by the Shaner Hotel
               Portfolio properties, for so long as a control appraisal event
               does not exist, the directing holder will be the holder of the
               Shaner Hotel Portfolio Subordinate Companion 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-GG5 certificates.
               Notwithstanding the foregoing, upon the occurrence of a control
               appraisal event, the holder of the Shaner Hotel Portfolio Senior
               Companion Loan (or a designated controlling class of a
               securitization into which such note is deposited) will have the
               right to appoint an operating advisor, and the directing holder
               and the Special Servicer will be required to consult with such
               operating advisor prior to making any decision regarding any of
               the Shaner Senior Companion Loan Priority Properties.

          o    With respect to the Loan Group secured by the Wells Fargo Center
               property, the directing holder will be the holder of certificates
               representing a majority interest in a designated controlling
               class of the 2005-GG4 Trust, subject to the non-binding
               consultation rights of the holder of certificates representing a
               majority interest in the controlling class of series 2005-GG5
               certificates.

          o    With respect to the Loan Group secured by the San Francisco
               Centre property, the directing holder will be the holder of
               certificates representing a majority interest in a designated
               controlling class of the 2005-C20 Trust.

     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.


                                      S-100



     Series 2005-GG5 Controlling Class. As of any date of determination, the
controlling class of series 2005-GG5 certificateholders will be the holders of
the most subordinate class of series 2005-GG5 certificates then outstanding,
other than the class XP, class XC, class XK, 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-GG5 certificates, exclusive of the class XP, class XC, class XK, class R-I
and class R-II certificates, has a total principal balance that satisfies this
requirement, then the controlling class of series 2005-GG5 certificateholders
will be the holders of the most subordinate class of series 2005-GG5
certificates then outstanding, other than the class XP, class XC, class XK,
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-AB
and class A-5 certificates will be treated as one class for purposes of
determining and exercising the rights of the controlling class of series
2005-GG5 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;

     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;

     o    any determination by the special servicer that a Servicing Transfer
          Event pursuant to clause (2), (3) or (4) of that definition has
          occurred;


                                      S-101



     o    any determination by the special 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; and

     o    taking any action to enforce rights against a mezzanine lender under
          the related intercreditor agreement;

provided that, in the event that 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 special servicer 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.

     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. Furthermore, the special servicer will not be
obligated to seek approval from the directing holder (or its representative) for
any actions to be taken by the special servicer with respect to any particular
specially serviced mortgage loan in the trust if--

     o    the special servicer has, as described above, notified the directing
          holder (or its representative) in writing of various actions that the
          special servicer proposes to take with respect to the workout or
          liquidation of that mortgage loan, and

     o    for 60 days following the first of those notices, the directing holder
          (or its representative) has objected to all of those proposed actions
          and has failed to suggest any alternative actions that the special
          servicer considers to be consistent with the Servicing Standard.

     Notwithstanding the foregoing, unless the related Companion Loan Holder's
option to purchase the mortgage loan under the intercreditor agreement has
expired, with respect to The Pointe Office/Retail Buildings and Raintree Center
Loan Groups, 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 related Companion Loan Holder in connection with any modification or
amendment that would among other things (i) adversely affect the lien priority,
(ii) increase the interest rate or principal amount of the related mortgage
loan, (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 loan with any other
obligation, (ix) obtain any contingent interest or so called "kicker" measured
on cash flow, (x) release or spread the lien of the related mortgage (other than
in connection with repayment or as provided in the loan documents), (xi) 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 Companion Loan Holder
may purchase the related mortgage loan has expired.

     Additionally, with respect to the Maryland Multifamily Portfolio Loan
Group, the Centra Portfolio Loan Group and the Shaner Hotel Portfolio Loan
Group, the holder of the non-trust pari passu Companion Loan will have the right
to consult with the special servicer on a non-binding basis with respect to:

     o    any foreclosure upon or comparable conversion (which may include
          acquisition of an REO Property) of the ownership of the mortgaged
          property securing the mortgage loan if it comes into and continues in
          default;


                                      S-102



     o    any modification, extension, amendment or waiver of a monetary term
          (including the timing of payments) or any material non-monetary term
          of the mortgage loan;

     o    any proposed sale of the mortgaged property (other than in connection
          with a termination of the trust) for less than the price set forth in
          the pooling and servicing agreement;

     o    any acceptance of a discounted payoff of the mortgage loan;

     o    any determination to bring the mortgaged property or REO Property into
          compliance with applicable environmental laws or to otherwise address
          hazardous materials located at the mortgaged property or REO Property;

     o    any release of collateral for the mortgage loan or any release of the
          borrower (other than in accordance with the terms of, or upon
          satisfaction of, the mortgage loan);

     o    any acceptance of substitute or additional collateral for the mortgage
          loan (other than in accordance with the terms of the mortgage loan);

     o    any waiver of a "due-on-sale" or "due-on-encumbrance" clause; and

     o    any acceptance of an assumption agreement releasing the borrower from
          liability under the mortgage loan.

     Non-Serviced Loan Groups. The rights of the directing holder with respect
to the Wells Fargo Center Loan Group, as set forth in the 2005-GG4 PSA, are
substantially similar, but not necessarily identical, to the rights described
above. Additionally, the controlling class of the series 2005-GG5 certificates
will have the right to consult with the 2005-GG4 Special Servicer on a
non-binding basis with respect to:

     o    any foreclosure upon or comparable conversion (which may include
          acquisition of an REO Property) of the ownership of the mortgaged
          property securing the mortgage loan if it comes into and continues in
          default;

     o    any modification, extension, amendment or waiver of a monetary term
          (including the timing of payments) or any material non-monetary term
          of the mortgage loan;

     o    any proposed sale of the mortgaged property (other than in connection
          with a termination of the 2005-GG4 Trust) for less than the Purchase
          Price (as defined in the 2005-GG4 PSA);

     o    any acceptance of a discounted payoff of the mortgage loan;

     o    any determination to bring the mortgaged property or REO Property into
          compliance with applicable environmental laws or to otherwise address
          hazardous materials located at the mortgaged property or REO Property;

     o    any release of collateral for the mortgage loan or any release of the
          borrower (other than in accordance with the terms of, or upon
          satisfaction of, the Mortgage Loan);

     o    any acceptance of substitute or additional collateral for the mortgage
          loan (other than in accordance with the terms of the mortgage loan);

     o    any waiver of a "due-on-sale" or "due-on-encumbrance" clause; and

     o    any acceptance of an assumption agreement releasing the borrower from
          liability under the mortgage loan.

     The rights of the directing holder with respect to the San Francisco Centre
Loan Group, as set forth in the 2005-C20 PSA and the related intercreditor
agreement, 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 proposed foreclosure upon or comparable conversion (which may
          include acquisitions of an REO Property) of the ownership of the
          property and other collateral securing the mortgage loan;


                                      S-103



     o    any modification, extension, amendment or waiver of any term of the
          related loan documents of the San Francisco Centre Loan Group that
          relates to a monetary term (including a change in the timing of
          payments) or any material non-monetary term (including any material
          term related to insurance);

     o    any proposed sale of the REO Property;

     o    any acceptance of a discounted payoff with respect to the loan;

     o    any determination to bring the mortgaged property (including if it is
          REO Property) into compliance with applicable environmental laws or to
          otherwise address hazardous materials located at the mortgaged
          property;

     o    any acceptance of substitute or additional collateral for the San
          Francisco Centre Loan Group (other than in accordance with the
          underlying loan documents);

     o    any waiver of a "due-on-sale" clause or "due-on-encumbrance" clause;

     o    any release of additional collateral (including but not limited to,
          the termination or release of any reserves, escrows or letters of
          credit) other than in accordance with the terms of the loan documents;

     o    any acceptance of an assumption agreement releasing a borrower from
          liability under the San Francisco Centre Loan Group;

     o    any renewal or replacement of the then existing insurance policies
          with respect to the San Francisco Centre Loan Group to
         the extent that the renewal or replacement policy does not comply with
         the terms of the related loan documents or any waiver, modification or
         amendment of any insurance requirements under the loan documents, in
         each case only to the extent lender's approval is required under the
         loan documents;

     o    any approval of a material capital expenditure, if lender's approval
          is required under the loan documents;

     o    any replacement of the property manager, if lender's approval is
          required under the loan documents;

     o    any approval of the incurrence of additional indebtedness secured by
          the mortgaged property, if lender's approval is required under the
          loan documents;

     o    any adoption or approval of a plan in bankruptcy of the borrower; and

     o    any other action specified in the 2005-C20 PSA.

     Limitation on Liability of the Directing Holder. The directing holder and
the directing holder representative will not be liable to the trust or the
series 2005-GG5 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; except that the directing holder representative will not
be protected against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of reckless disregard of obligations or duties. Each series 2005-GG5
certificateholder acknowledges and agrees, by its acceptance of its series
2005-GG5 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-GG5 certificates;

     o    the directing holder or any directing holder representative may act
          solely in the interests of the holders of the series 2005-GG5
          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-GG5
          certificates (other than the series 2005-GG5 controlling class if the
          directing holder representative was appointed by such class);


                                      S-104



     o    the directing holder or any directing holder representative may take
          actions that favor the interests of the holders of the series 2005-GG5
          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-GG5 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-GG5 controlling class or the related
          Companion Loan, as the case may be, and no series 2005-GG5
          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-GG5
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 JQH Hotel Portfolio B 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 JQH Hotel Portfolio B
Loan Group, 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-GG5 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 2005-GG4 Special Servicer may be removed as special servicer for the
Wells Fargo Center Loan Group at any time by the majority holder of the
controlling class of the 2004-GG4 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 certificates issued in either securitization containing a portion of the
Wells Fargo Center Loan Group.

     The 2005-GG5 Special Servicer may be removed as special servicer for the
JQH Hotel Portfolio B Loan Group at any time, but only for cause and the holder
of the JQH Hotel Portfolio B Companion Loan or the majority holder of the
controlling class of the subsequent securitization will be entitled to 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 certificates issued in either securitization
containing a portion of the JQH Hotel Portfolio B Loan Group.

     The 2005-C20 Special Servicer may be removed as special servicer for the
San Francisco Centre Group at any time, by the directing holder (after
consultation with the majority holder of the controlling class of the 2005-C20
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 certificates issued in
either securitization containing a portion of the San Francisco Centre Loan
Group.


                                     S-105



ENFORCEMENT OF DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

     Due-on-Sale. Subject to the discussion under "--The Directing Holders"
above, the special servicer 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
special servicer may not waive any rights of the lender or grant consent under
any due-on-sale clause, unless--

     o    the special servicer 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-GG5
          certificates or any Companion Loan Securities, or

     o    such mortgage loan (A) represents less than 5% the principal balance
          of all of the mortgage loans, (B) has a principal balance that is $35
          million or less, and (C) is not one of the 10 largest mortgage loans
          in the pool based on principal balance.

     Due-on-Encumbrance. Subject to the discussion under "--The Directing
Holders" above, the special servicer 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 special servicer, may not waive any rights of the lender or grant consent
under any due-on-encumbrance clause, unless--

     o    the special servicer 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-GG5
          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.

MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS

     The pooling and servicing agreement will permit the special servicer to
modify, extend, waive or amend any term (including, with respect to waivers, a
term requiring terrorism insurance) 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 related mortgage instrument on any material portion
               of that property without a corresponding principal prepayment, or


                                     S-106



          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-GG5
          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.

     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


                                     S-107



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.

     Except as described above and in other limited matters, neither the master
servicer nor the special servicer may agree to waive, modify or amend any term
of any mortgage loan. Furthermore, 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.

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.


                                     S-108



     The cost of each required appraisal, and any update of that appraisal, will
be advanced by the special servicer or, at its request, by the master servicer
and will be reimbursable to the special servicer or the master servicer, as the
case may be, as a servicing advance.

     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 Wells Fargo Center Loan Group, the 2005-GG4 Special
Servicer will be required to calculate an appraisal reduction under the 2005-GG4
PSA upon the occurrence of events substantially similar, but not identical, to
those listed above. The appraisal reduction under the 2005-GG4 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.

     With respect to the San Francisco Centre Loan Group, the 2005-C20 Special
Servicer will be required to calculate an appraisal reduction under the 2005-C20
PSA upon the occurrence of events substantially similar, but not identical, to
those listed above. The appraisal reduction under the 2005-C20 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 Loans secured by The Pointe Office/Retail
Buildings and Raintree Center properties, all monthly payments in respect of
each 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:


                                     S-109



     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;

     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-GG5
               certificateholders in accordance with any of clauses 3. through
               8., below;

     2.   to apply amounts held for future distribution on the series 2005-GG5
          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


                                     S-110



          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 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 (other than a Non-Serviced Loan Group), 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 not be required to cause a borrower to maintain (and shall not
cause a mortgagor to be in default with respect to the failure of the related
mortgagor to obtain such insurance) for a mortgaged 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 related mortgage
loan, in the event the special servicer determines that such insurance (a) is
not available at commercially reasonable rates and that such hazards are not at
the time commonly insured against for properties


                                     S-111



similar to the related mortgaged property and located in the region in which
such mortgaged property is located (but only by reference to such insurance that
has been obtained at current market rates) or (b) is not available at any rate.

     Any holder of a certificate that belongs to the series 2005-GG5 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 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.

FAIR VALUE OPTION

     Serviced Loans. After any mortgage loan in the trust (excluding the Wells
Fargo Center Loan Group) 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-GG5 controlling class.
Any single certificateholder or group of certificateholders with a majority
interest in the series 2005-GG5 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.


                                     S-112



     If none of the purchase option holders exercises its option to purchase any
specially serviced mortgage loan as described in the prior paragraph, then each
holder of the purchase option will also have the option to purchase that
specially serviced mortgage loan at a price equal to the fair value of that
loan.

     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 special servicer has not accepted a bid at the fair value price
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 bid at the fair value price or 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 and repeat the
notice and bidding procedure described above until the purchase option
terminates. 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 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


                                     S-113



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 San Francisco Centre Trust Loan, the 2005-C20 Special
Servicer will use the fair value method determined by the 2005-C20 Special
Servicer under the 2005-C20 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 described above will be entitled to
purchase the San Francisco Centre Trust Loan from the trust in connection with
the exercise of that option.

     With respect to the Wells Fargo Center Trust Loan, the 2005-GG4 Special
Servicer will use the fair value method determined by the 2005-GG4 Special
Servicer under the 2005-GG4 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 2005-GG4 PSA will be entitled
to purchase the Wells Fargo Center Loan Group, and will be required to purchase
(and the trust will be required to sell) the Wells Fargo Center 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;

     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-GG5 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-GG5 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


                                     S-114



          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-GG5 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.

     In addition, amounts otherwise payable on the series 2005-GG5 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:


                                     S-115



     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-GG5 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.

     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.


                                     S-116



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 reimbursable to the
special 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 reimbursable to the special 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 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


                                     S-117



          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-GG5 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-GG5 certificateholders, at their expense, upon written
request to the trustee.

EVENTS OF DEFAULT

     Each of the following events, circumstances and conditions will be
considered events of default under the pooling and servicing agreement:

     o    the master servicer or the special servicer fails to deposit, or to
          remit to the appropriate party for deposit, into the master servicer's
          custodial account or the special servicer's REO account, as
          applicable, any amount required to be so deposited, which failure is
          not remedied within one business day following the date on which the
          deposit or remittance was required to be made;

     o    the master servicer fails to remit to the trustee for deposit in the
          trustee's distribution account any amount required to be so remitted,
          and that failure continues unremedied until 11:00 a.m., New York City
          time, on the applicable payment date, or the master servicer fails to
          make in a timely manner any payments required to be made to any
          Companion Loan Holder, and that failure continues unremedied until
          11:00 a.m., New York City time, on the first business day following
          the applicable payment date;

     o    the master servicer fails to timely make any servicing advance
          required to be made by it under the pooling and servicing agreement,
          and that failure continues unremedied for three business days
          following the date on which notice of such failure has been given to
          the master servicer by the trustee or any other parties to the pooling
          and servicing agreement;

     o    the master servicer or the special servicer fails to observe or
          perform in any material respect any of its other covenants or
          agreements under the pooling and servicing agreement, and that failure
          continues unremedied for 30 days or, if the responsible party is
          diligently attempting to remedy the failure, 60 days 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, by series 2005-GG5 certificateholders
          entitled to not less than 25% of the voting rights for the series or
          by a Companion Loan Holder, if affected;

     o    it is determined that there is a breach by the master servicer or the
          special servicer of any of its representations or warranties contained
          in the pooling and servicing agreement that materially and adversely
          affects the interests of any class of series 2005-GG5
          certificateholders or a Companion Loan Holder, and that breach
          continues unremedied for 30 days or, if the responsible party is
          diligently attempting to cure the breach, 60 days after written notice
          of the breach 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, by series 2005-GG5 certificateholders entitled to
          not less than 25% of the voting rights for the series or by the
          affected Companion Loan Holder;


                                     S-118



     o    various events of bankruptcy, insolvency, readjustment of debt,
          marshalling of assets and liabilities, or similar proceedings occur
          with respect to the master servicer or the special servicer, or the
          master servicer or the special servicer takes various actions
          indicating its bankruptcy, insolvency or inability to pay its
          obligations;

     o    one or more ratings assigned by Moody's to the series 2005-GG5
          certificates or any securities backed by a Companion Loan are
          qualified, downgraded or withdrawn, or otherwise made the subject of a
          "negative" credit watch (and such "watch status" placement shall not
          have been withdrawn within 60 days of the date such servicing officer
          obtained actual knowledge), and Moody's has given written notice to
          the trustee that such action is solely or in material part a result of
          the master servicer or special servicer acting in that capacity; and

     o    the master servicer or the special servicer is removed from S&P's
          Select Servicer List as a U.S. Commercial Mortgage Master Servicer or
          U.S. Commercial Mortgage Special Servicer, as applicable, and is not
          restored to such status on such list within 60 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-GG5 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-GG5 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-GG5 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-GG5 certificates.

     Notwithstanding the foregoing in this "--Rights Upon Event of Default"
section, if an event of default on the part of the master servicer affects a
Companion Loan and 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 a sub-servicer or
primary servicer is not already in place and an event of default with respect to
such sub-servicer or primary servicer has not occurred) that will be responsible
for servicing the related Loan Group. If an event of default on the part of the
master servicer only affects a Companion Loan, the master servicer may not be
terminated, however, the trustee, at the direction of the Companion Loan Holder,
will be required to direct the master servicer to appoint a sub-servicer (if a
sub-servicer or primary servicer is not already in place and an event of default
with respect to such sub-servicer or primary servicer has not occurred) that
will be responsible for servicing the related Loan Group. If an event of default
has occurred with respect to the master servicer but not the primary


                                     S-119



servicer for any mortgage loan or Loan Group under the relevant primary
servicing agreement, the primary servicer will remain responsible for servicing
such mortgage loan or Loan Group.

     In general, series 2005-GG5 certificateholders entitled to at least 662/3%
of the voting rights allocated to each class of series 2005-GG5 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-GG5 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-GG5 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-GG5
          certificateholders entitled to not less than 25% of the voting rights
          for the 2005-GG5 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.

     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-GG5
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-GG5 certificates will be issued, on or about November 3,
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.


                                      S-120



     The series 2005-GG5 certificates will include the following classes:

     o    class A-1, class A-2, class A-3, class A-4, class A-AB, class A-5,
          class A-M, class A-J, class B, class C, class D and class E, which are
          the classes of series 2005-GG5 certificates that are offered by this
          prospectus supplement, and

     o    class XP, class XC, class XK, 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-GG5 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-AB, class A-5,
class A-M, 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-GG5 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-GG5
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-GG5 principal balance 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 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 amounts of the class XP and class XC certificates will be
$_________ and $4,405,549,368, 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-AB, class A-5, class A-M, 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 XC certificates will be entitled to receive exit fees (as
evidenced by the class XK certificates), if any, payable in accordance with the
mortgage loan identified on Annex A as Kalani Industrial.

     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.


                                      S-121



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' 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 H 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-GG5 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:


                                      S-122



          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-GG5 certificateholders, including--

                    (a)  amounts payable to the master servicer (including any
                         primary 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.

     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
2006, 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;


                                      S-123



     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-GG5 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-AB, class A-5, class A-M,
          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-GG5 certificates as described under "--Payments--Priority of
          Payments" below.

     The class XK certificates will be entitled to any exit fee received with
respect to the mortgage loan identified on Annex A as Kalani Industrial.

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 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.

     During March of each calendar year, beginning in 2006, 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-GG5 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


                                      S-124



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-GG5 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-GG5
certificates will bear interest, except for the class XK, class R-I and class
R-II certificates.

     With respect to each interest-bearing class of the series 2005-GG5
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-GG5
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 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-GG5 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-GG5 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-AB, class A-5, class A-M,
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 and amounts
transferred into or out of the interest reserve account) 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


                                      S-125



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 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 XK, 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-GG5
certificates, other than the class XP, class XC, class XK, 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 portion of the Total Principal
Payment Amount that is attributable to the mortgage loans will be distributed to
the holders of the class A-1, class A-2, class A-3, class A-4, class A-AB and
class A-5 certificates in the following order of priority:

     o    first, to the class A-AB certificates, until the principal balance of
          the class A-AB certificates is reduced to the planned principal
          balance for such payment date set forth on Annex G to this prospectus
          supplement;

     o    second, to the class A-1 certificates, until the principal balance of
          the class A-1 certificates is reduced to zero;

     o    third, to the class A-2 certificates, until the principal balance of
          the class A-2 certificates is reduced to zero;

     o    fourth, to the class A-3 certificates, until the principal balance of
          the class A-3 certificates is reduced to zero;

     o    fifth, to the class A-4 certificates until the principal balance of
          the class A-4 certificates is reduced to zero;


                                      S-126



     o    sixth, to the class A-AB certificates, until the principal balance of
          the class A-AB certificates is reduced to zero; and

     o    seventh, to class A-5 certificates, until the principal balance of the
          class A-5 certificates is reduced to zero.

     WHILE ANY OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB OR
CLASS A-5 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-GG5 CERTIFICATES.

     Following the retirement of the class A-1, class A-2, class A-3, class A-4,
class A-AB and class A-5 certificates, the Total Principal Payment Amount for
each payment date will be allocated to the respective classes of series 2005-GG5
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.

ORDER OF ALLOCATION   CLASS
-------------------   -----
         1st           A-M
         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

     IN NO EVENT WILL THE HOLDERS OF ANY CLASS OF SERIES 2005-GG5 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-AB AND CLASS A-5 CERTIFICATES IS REDUCED TO ZERO. FURTHERMORE, IN
NO EVENT WILL THE HOLDERS OF ANY CLASS OF SERIES 2005-GG5 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-GG5 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-GG5 principal balance certificates and will result in a reduction of the
certificate principal balance of the series 2005-GG5 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-GG5 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


                                      S-127



recovery would generally be included as part of the amounts payable as principal
with respect to the series 2005-GG5 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-GG5
certificates, other than the class XP, class XC, class XK, 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-GG5 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-GG5 certificates, other than the class XP,
class XC, class XK, 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-GG5 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-GG5 principal balance certificates
that was previously reduced as described in the preceding 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-GG5 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,     Interest up to the total interest payable on those classes, pro rata based
             A-AB, A-5, XP and XC*    on the respective amounts of interest payable on each of those classes
-----------------------------------------------------------------------------------------------------------------
    2               A-AB**            Principal up to the portion of the Total Principal Payment Amount necessary
                                      to reduce the principal balance of the class A-AB certificates to the
                                      planned principal balance for such payment date as set forth on Annex G to
                                      this prospectus supplement
-----------------------------------------------------------------------------------------------------------------
    3      A-1, A-2, A-3, A-4, A-AB   Principal up to the total principal payable on those classes, allocable
                    and A-5           among those classes as described above under "--Payments of Principal"
-----------------------------------------------------------------------------------------------------------------
    4      A-1, A-2, A-3, A-4, A-AB   Reimbursement up to the total loss reimbursement amount for those classes,
                    and A-5           pro rata based on the loss reimbursement amount for each of those classes
-----------------------------------------------------------------------------------------------------------------
    5                 A-M             Interest up to the total interest payable on that class
    6                 A-M             Principal up to the total principal payable on that class
    7                 A-M             Reimbursement up to the loss reimbursement amount for that class
-----------------------------------------------------------------------------------------------------------------
    8                 A-J             Interest up to the total interest payable on that class
    9                 A-J             Principal up to the total principal payable on that class
   10                 A-J             Reimbursement up to the loss reimbursement amount for that class
-----------------------------------------------------------------------------------------------------------------
   11                  B              Interest up to the total interest payable on that class
   12                  B              Principal up to the total principal payable on that class
   13                  B              Reimbursement up to the loss reimbursement amount for that class
-----------------------------------------------------------------------------------------------------------------
   14                  C              Interest up to the total interest payable on that class
   15                  C              Principal up to the total principal payable on that class
   16                  C              Reimbursement up to the loss reimbursement amount for that class
-----------------------------------------------------------------------------------------------------------------



                                     S-128





ORDER OF      RECIPIENT CLASS OR
 PAYMENT            CLASSES                                    TYPE AND AMOUNT OF PAYMENT
-----------------------------------------------------------------------------------------------------------------

   17                  D              Interest up to the total interest payable on that class
   18                  D              Principal up to the total principal payable on that class
   19                  D              Reimbursement up to the loss reimbursement amount for that class
-----------------------------------------------------------------------------------------------------------------
   20                  E              Interest up to the total interest payable on that class
   21                  E              Principal up to the total principal payable on that class
   22                  E              Reimbursement up to the loss reimbursement amount for that class
-----------------------------------------------------------------------------------------------------------------
   23                  F              Interest up to the total interest payable on that class
   24                  F              Principal up to the total principal payable on that class
   25                  F              Reimbursement up to the loss reimbursement amount for that class
-----------------------------------------------------------------------------------------------------------------
   26                  G              Interest up to the total interest payable on that class
   27                  G              Principal up to the total principal payable on that class
   28                  G              Reimbursement up to the loss reimbursement amount for that class
-----------------------------------------------------------------------------------------------------------------
   29                  H              Interest up to the total interest payable on that class
   30                  H              Principal up to the total principal payable on that class
   31                  H              Reimbursement up to the loss reimbursement amount for that class
-----------------------------------------------------------------------------------------------------------------
   32                  J              Interest up to the total interest payable on that class
   33                  J              Principal up to the total principal payable on that class
   34                  J              Reimbursement up to the loss reimbursement amount for that class
-----------------------------------------------------------------------------------------------------------------
   35                  K              Interest up to the total interest payable on that class
   36                  K              Principal up to the total principal payable on that class
   37                  K              Reimbursement up to the loss reimbursement amount for that class
-----------------------------------------------------------------------------------------------------------------
   38                  L              Interest up to the total interest payable on that class
   39                  L              Principal up to the total principal payable on that class
   40                  L              Reimbursement up to the loss reimbursement amount for that class
-----------------------------------------------------------------------------------------------------------------
   41                  M              Interest up to the total interest payable on that class
   42                  M              Principal up to the total principal payable on that class
   43                  M              Reimbursement up to the loss reimbursement amount for that class
-----------------------------------------------------------------------------------------------------------------
   44                  N              Interest up to the total interest payable on that class
   45                  N              Principal up to the total principal payable on that class
   46                  N              Reimbursement up to the loss reimbursement amount for that class
-----------------------------------------------------------------------------------------------------------------
   47                  O              Interest up to the total interest payable on that class
   48                  O              Principal up to the total principal payable on that class
   49                  O              Reimbursement up to the loss reimbursement amount for that class
-----------------------------------------------------------------------------------------------------------------
   50                  P              Interest up to the total interest payable on that class
   51                  P              Principal up to the total principal payable on that class
   52                  P              Reimbursement up to the loss reimbursement amount for that class
-----------------------------------------------------------------------------------------------------------------
   53            R-I and R-II         Any remaining Available P&I Funds
-----------------------------------------------------------------------------------------------------------------


*    See "--Payments of Interest" above.


                                     S-129



     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-AB, class A-5, class A-M, 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, 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.

     Prior to the payment date in ____________, 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. On or after the payment date in ____________, 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.

     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-GG5 certificates,

     o    allocations of Realized Losses and Additional Trust Fund Expenses to
          the series 2005-GG5 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.


                                     S-130



     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-GG5 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-GG5 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.

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-M
        17th             A-1, A-2, A-3, A-4, A-AB, A-5
                      pro rata based on total outstanding
                               principal balances

     The reductions in the total principal balances of the respective classes of
series 2005-GG5 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-GG5
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 Wells Fargo Center
or San Francisco Centre 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 Wells Fargo Center Trust Loan or San Francisco Centre Trust
Loan will be allocated among the series 2005-GG5 certificates in the manner
described above.


                                     S-131



     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 Wells Fargo Center Loan Group and the San
Francisco Centre 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;

     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


                                     S-132



          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-GG5 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-GG5 principal balance certificates, the total principal
balances of one or more classes of series 2005-GG5 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-GG5
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-GG5 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.

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 Wells Fargo Center Trust Loan and the
          San Francisco Centre 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-GG5 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 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


                                     S-133



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.

     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.

     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 Wells Fargo Center Trust Loan and the San
Francisco Centre 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 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 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-GG5 certificateholders to the detriment of
other classes of series 2005-GG5 certificateholders will not constitute a
violation of the Servicing Standard or a breach of the terms of the series
2005-GG5 pooling and servicing agreement by any party thereto, or a violation of
any fiduciary duty owed by any party thereto to the series 2005-GG5
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-GG5 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-GG5 certificateholders.
Nothing in this prospectus supplement will be deemed to create in the series
2005-GG5 certificateholders a right to prior payment of distributions over the
master servicer's, the trustee's or the


                                     S-134



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 Group Custodial Account, in each case, net of the amount
of any principal collection used to reimburse any nonrecoverable advance and
interest on those advances 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 received 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 first out of payments and other collections of principal, until there
are no remaining principal payments or collections of principal for the related
collection period, and then out of other collections of interest on the
underlying mortgage loans otherwise distributable on the series 2005-GG5
certificates. As a result, the Total Principal Payment Amount for the
corresponding payment date and the portions attributable to collections on the
mortgage loans 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 San Francisco Centre Loan Group provides
that, if any of the master servicer, the special servicer or the trustee under
the San Francisco Centre 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


                                     S-135



thereon from the holders of the San Francisco Centre Trust Loan and the San
Francisco Centre Pari Passu Companion Loan 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 San Francisco Centre Companion Loan PSA.

     The intercreditor agreement for the JQH Hotel Portfolio B 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 JQH Hotel Portfolio B Pari Passu Companion Loan 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 JQH Hotel Portfolio B Trust Loan.

     The co-lender agreement for the Wells Fargo Center Loan Group provides
that, if any of the master servicer, the special servicer or the trustee under
the 2005-GG4 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 Wells Fargo Center
Trust Loan and the Wells Fargo Center Pari Passu Companion Loan 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 2005-GG4 PSA.

     The co-lender agreements for the Maryland Multifamily Portfolio Loan Group
and the Centra Portfolio Loan Group provides that if any of the master servicer,
special servicer, trustee or fiscal agent under the pooling and servicing
agreement 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 pari passu Companion Loans or the
trust formed under the related Pari Passu PSA.

     The co-lender agreement for the Shaner Hotel Portfolio Loan Group will
provide that if any of the master servicer, special servicer, trustee or fiscal
agent under the pooling and servicing agreement has determined that a servicing
advance made with respect to the Loan Group is not recoverable out of payments
on the related mortgaged property, then the party that made such advance will be
entitled to seek reimbursement with interest thereon from (x) to the extent that
the servicing advance is allocated to the Shaner Trust Loan Priority Properties,
this trust or (y), to the extent that the servicing advance is allocated to the
Shaner Senior Companion Loan Priority Properties, to the holder of the Shaner
Hotel Portfolio Senior Companion Loan or the trust formed under the related Pari
Passu PSA.

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.


                                     S-136



     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-GG5
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.

     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-GG5 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.


                                     S-137



We, the master servicer, the special servicer, the trustee, the fiscal agent and
the series 2005-GG5 certificate registrar are required to recognize as
certificateholders only those persons in whose names the series 2005-GG5
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-GG5
certificateholders and beneficial owners of series 2005-GG5 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.wachovia.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.
and any other similar third party information provider, a copy of the reports
made available to the series 2005-GG5 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:

     o    this prospectus supplement, the accompanying prospectus and any other
          disclosure documents relating to the non-offered classes of the series
          2005-GG5 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-GG5 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;


                                     S-138



     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.

VOTING RIGHTS

     The voting rights for the series 2005-GG5 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-GG5 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-GG5 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-GG5 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 (i) all of the then outstanding series
          2005-GG5 certificates (excluding class XK, class R-I and class R-II
          certificates) are held


                                     S-139



          by a single certificateholder, and (ii) the master servicer consents
          (in its sole discretion) to the exchange of such certificates for the
          remaining mortgage loans in the trust.

     Written notice of termination of the pooling and servicing agreement will
be given to each series 2005-GG5 certificateholder. The final payment with
respect to each series 2005-GG5 certificate will be made only upon surrender and
cancellation of that certificate at the office of the series 2005-GG5
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-GG5 certificates. However, our right, and the rights of the special
servicer, any single holder or group of holders of the series 2005-GG5
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 reimbursable to any person other
than the series 2005-GG5 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-GG5 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 Securities and Trust Services Group--Greenwich
Capital Commercial Funding Corp., Commercial Mortgage Trust Series 2005-GG5.

     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.


                                     S-140



     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-GG5 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.

     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 Securities and Trust Services Group--Greenwich Capital
Commercial Funding Corp., Commercial Mortgage Trust 2005-GG5. 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.


                                     S-141



                        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 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-GG5 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-GG5 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


                                     S-142



Pass-Through Rate and would cause a decline in the pass-through rate on those
classes that bear interest at a rate 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

     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-GG5 principal balance certificates and will
result in a reduction of the certificate principal balance of the series
2005-GG5 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


                                     S-143



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-GG5 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.

     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.


                                     S-144



     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
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-AB and class A-5 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 of
series 2005-GG5 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-AB and class A-5 certificates may be shorter, and the
weighted average lives of the other classes of series 2005-GG5 certificates with
principal balances may be longer, than would otherwise be the case if the


                                     S-145



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-GG5 certificates.

                              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 California and New York (18.2% and 11.1% 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, Washington, D.C. and Guam laws governing the
mortgage loans.

     California 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.


                                     S-146



     California Law. Mortgage loans in California generally are secured by deeds
of trust on the related real estate. Foreclosure of a deed of trust in
California may be accomplished by a non-judicial trustee's sale under a specific
provision in the deed of trust or by judicial foreclosure. Public notice of
either the trustee's sale or the judgment of foreclosure is given for a
statutory period of time after which the mortgaged real estate may be sold by
the trustee, if foreclosed pursuant to the trustee's power of sale, or by court
appointed sheriff under a judicial foreclosure. Following a judicial foreclosure
sale, the borrower or its successor in interest may, for a period of up to one
year, redeem the property. California's "one action" rule requires the lender to
exhaust the security afforded under the deed of trust by foreclosure in an
attempt to satisfy the full debt before bringing a personal action, if otherwise
permitted, against the borrower for recovery of the debt, except in certain
cases involving environmentally impaired real property. California case law has
held that acts such as an offset of an unpledged account constitute violations
of such statutes. Violations of such statutes may result in the loss of some or
all of the security under the loan. Other statutory provisions in California
limit any deficiency judgment, if otherwise permitted, against the borrower
following a judicial sale to the excess of the outstanding debt over the greater
of (a) the fair market value of the property at the time of the public sale and
(b) the amount of the winning bid in the foreclosure. Further, under California
law, once a property has been sold pursuant to a power-of-sale clause contained
in a deed of trust, the lender is precluded from seeking a deficiency judgment
from the borrower or, under certain circumstances, guarantors. California
statutory provisions regarding assignments of rents and leases require that a
lender whose loan is secured by such an assignment must exercise a remedy with
respect to rents as authorized by statute in order to establish its right to
receive the rents after an event of default. Among the remedies authorized by
statute is the lender's right to have a receiver appointed under certain
circumstances.

     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.

     Tax Considerations Relating to Property in Guam. The mortgage loan
identified as on Annex A as Guam Shopping Center, representing approximately
1.0% of the aggregate principal balance of the pool of mortgage loans as of the
cut off date is secured by a mortgaged property located in the Territory of
Guam. With respect to any withholding or other taxes imposed by the Territory of
Guam, whether by change of law or otherwise, the loan documents require the
related borrower to "gross up" payments due under the loan so that the lender
receives payments at a net rate equal to the loan rate of such loan. Any such
gross up would result in the borrower being required to make additional payments
to the lender; in this event, the borrower may not have sufficient cash flow
from the related mortgaged property to pay all amounts required to be paid on
the loan, including such gross up payments.

     If the trust fund were to acquire any mortgaged properties located in the
Territory of Guam through foreclosure or similar action, the trust fund could be
treated as engaged in a trade or business in the Territory of Guam and could be
subject to tax on its net income earned from sources located in the Territory of
Guam and/or withholding taxes. This would reduce any net rental income derived
from that mortgaged property. In addition, taxes, if applicable and imposed by
the Territory of Guam, could reduce or delay the receipt of proceeds from the
sale or other disposition of that mortgaged property. Any such reduction or
delay could adversely affect the cash proceeds from the rental or liquidation of
that mortgaged property available for distribution to the certificates.

                         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


                                      S-147



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.

     The assets of REMIC I will generally include--

     o    the mortgage loans included in the trust other than the exit fee
          payable in accordance with the loan identifies on Annex A as Kalani
          Industrial,

     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-GG5 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-AB, class A-5,
          class A-M, 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.

     In addition, the class XK certificates will evidence an undivided
beneficial interest in a grantor trust that holds the Kalani Industrial exit fee
payable in accordance with the loan identified on Annex A as Kalani Industrial.

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-GG5 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


                                      S-148



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 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.


                                      S-149



     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.

                          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-GG5 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-GG5 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-GG5 certificates by Plans, it cannot be assured that benefit plan
investors will own less than 25% of each class of the series 2005-GG5
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-150



     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-151



     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-152



     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-AB, class A-5, class A-M, 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., Goldman, Sachs & Co.,
Banc of America Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley &
Co. Incorporated 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                                                        MORGAN STANLEY     WACHOVIA
           CAPITAL        GOLDMAN,    BANC OF AMERICA     CREDIT SUISSE         & CO.          CAPITAL
CLASS   MARKETS, INC.   SACHS & CO.    SECURITIES LLC   FIRST BOSTON LLC    INCORPORATED    MARKETS, LLC
-----   -------------   -----------   ---------------   ----------------   --------------   ------------

  A-1   $               $             $                 $                  $                $
  A-2   $               $             $                 $                  $                $
  A-3   $               $             $                 $                  $                $
  A-4   $               $             $                 $                  $                $
 A-AB   $               $             $                 $                  $                $
  A-5   $               $             $                 $                  $                $
  A-M   $               $             $                 $                  $                $
  A-J   $               $             $                 $                  $                $
   B    $               $             $                 $                  $                $
   C    $               $             $                 $                  $                $
   D    $               $             $                 $                  $                $
   E    $               $             $                 $                  $                $



                                      S-153



     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 November 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________, 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, Credit Suisse First Boston LLC, Morgan
          Stanley & Co. Incorporated and Wachovia Capital Markets, LLC are
          acting as 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
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-154



                                  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-AB   AAA     Aaa
  A-5   AAA     Aaa
  A-M   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.

     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-155



                                    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.

     "2005-C20 MASTER SERVICER" means Wachovia Bank, National Association, as
master servicer, under the 2005-C20 PSA.

     "2005-C20 PSA" means the pooling and servicing agreement dated as of August
1, 2005 among Wachovia Bank Commercial Mortgage Securities, Inc., as depositor,
Wachovia Bank, National Association, as master servicer, CWCapital Asset
Management, LLC, as special servicer LaSalle Bank National Association, as
trustee and ABN AMRO Bank N.V., as fiscal agent, relating to the Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2005-C20.

     "2005-C20 SPECIAL SERVICER" means CWCapital Asset Management, LLC, as
special servicer, under the 2005-C20 PSA.

     "2005-C20 TRUST" means the trust created pursuant to the 2005-C20 PSA.

     "2005-C20 TRUSTEE" means LaSalle Bank National Association, as trustee,
under the 2005-C20 PSA.

     "2005-GG4 MASTER SERVICER" means GMAC Commercial Mortgage Corporation, as
master servicer, under the 2005-GG4 PSA.

     "2005-GG4 PSA" means the pooling and servicing agreement dated as of June
1, 2004 among GS Mortgage Securities Corporation II, as depositor, GMAC
Commercial Mortgage Corporation, as master servicer, LNR Partners, Inc., as
special servicer and Wells Fargo Bank, N.A., as trustee, relating to the GS
Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 2005-GG4.

     "2005-GG4 SPECIAL SERVICER" means LNR Partners, Inc., as special servicer,
under the 2005-GG4 PSA.

     "2005-GG4 TRUST" means the trust created pursuant to the 2005-GG4 PSA.

     "2005-GG4 TRUSTEE" means Wells Fargo Bank, N.A., as trustee, under the
2005-GG4 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-GG5 certificates.

     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.


                                      S-156



     "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.

If, however--

o    an Appraisal Trigger Event occurs with respect to any mortgage loan in the
     trust,


                                      S-157



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.

     For each Non-Serviced Trust Loan, appraisal reductions will be calculated
in a similar, although not identical, manner under the related Pari Passu PSA.

     "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    that date on which the mortgage loan is delinquent in respect of its
          balloon payment has been (A) 20 days delinquent; or (B) if the related
          borrower has delivered a refinancing commitment acceptable to the
          special servicer prior to the date the balloon payment was due, 30
          days delinquent;

     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.


                                      S-158



     For each Non-Serviced Trust Loan, appraisals will be required under similar
but not identical circumstances under the related Pari Passu PSA.

     "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-GG5 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-GG5 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.

     "CENTRA PORTFOLIO LOAN GROUP" means, collectively, the two mortgage loans
secured by the mortgaged properties identified on Annex A as the Centra
Portfolio. These loans are pari passu with each other (the Centra Portfolio
Trust Loan and the Centra Portfolio Pari Passu Companion Loan).

     "CENTRA PORTFOLIO PARI PASSU COMPANION LOAN" means the mortgage loan that
is part of a split loan structure secured by the Centra Portfolio property and
that is pari passu with the Centra Portfolio Trust Loan but is not an asset of
the trust.

     "CENTRA PORTFOLIO TRUST LOAN" means the one mortgage loan that is included
in the trust and is secured by the mortgaged property identified as the Centra
Portfolio on Annex A to this prospectus supplement. The Centra Portfolio Trust
Loan is pari passu with the Centra Portfolio Pari Passu Companion Loan.

     "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.

     "COMMERZBANK AG" means Commerzbank Aktiengesellschaft, 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.

     "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.


                                      S-159



     "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-AB and class
          A-5 certificates, or any two or more of those classes, remain
          outstanding, and

     o    the total principal balance of the class A-M, 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.

     "CUT-OFF DATE LOAN-TO-VALUE RATIO," "CUT-OFF DATE LOAN-TO-APPRAISED 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 (plus, if
               applicable, each related non-trust pari passu Companion Loan),
               except that in the case of the Earnout Loans and certain other
               mortgage loans with a performance guarantee, that are secured by
               the mortgaged properties identified on Annex A to this prospectus
               supplement as Lynnhaven Mall, Doubletree - Bethesda, MD,
               Willowbrook Portfolio, Williamsburg Downs, Grand Plaza, The
               Pointe Office/Retail Buildings, Martin Plaza Shopping Center and
               Addison Village, where the cut-off date principal balance is
               calculated net of the earnout or performance guarantee, as
               applicable, to

          2.   the appraised value of the related mortgaged property, as shown
               on Annex A to this prospectus supplement. In the case of the
               mortgage loan secured by the mortgaged property identified on
               Annex A to this prospectus supplement as the Schron Industrial
               Portfolio, this reflects an overall portfolio valuation which is
               greater than the sum of the individual property appraised values;

     o    with respect to any subordinate Companion Loan, the calculation of
          Cut-off Date LTV Ratio does not include the principal balance of the
          subordinate Companion Loan; and

     o    with respect to any cross-collateralized and cross-defaulted mortgage
          loans in the trust, the ratio, expressed as a percentage, of--

          1.   the combined cut-off date principal balances of the subject
               mortgage loans, as shown on Annex A, to

          2.   the combined appraised value of the related mortgaged properties,
               as shown on Annex A to this prospectus supplement.

     o    With respect to the mortgage loans secured by the mortgaged properties
          identified on Annex A as Lynnhaven Mall and Doubletree - Bethesda, MD,
          the Cut-off Date Loan-to-Value Ratios presented in this prospectus
          supplement were calculated net of a performance guaranty in the amount
          of $15,000,000 and an escrow in the amount $16,500,000, respectively.
          Including the related performance guaranty and escrow amounts, the
          Cut-off Date Loan-to-Value Ratios for the Lynnhaven Mall mortgage loan
          and Doubletree - Bethesda, MD mortgage loan would be 67.7% and 89.9%,
          respectively.

     "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 an Earnout Loan and certain other mortgage loans with an earnout or
performance guarantee that are secured by the mortgaged properties identified on
Annex A to this prospectus supplement as Lynnhaven Mall, Doubletree - Bethesda,
MD, Willowbrook Portfolio, Williamsburg Downs, Grand Plaza, The Pointe
Office/Retail Buildings, Martin Plaza Shopping Center and Addison Village,


                                      S-160



where the cut-off date principal balance is calculated net of the related
earnout or performance guarantee; provided further, that with respect to
mortgage loans with interest-only periods, calculated based on the debt service
after commencement of principal payments.

     "EARNOUT LOAN" means any of the mortgage loans listed below, each of which
(i) require the related borrower to deposit a portion of the original loan
amount in a reserve pending satisfaction of certain conditions, including,
without limitation, achievement of certain DSCRs, LTV ratios or satisfaction of
certain occupancy or other tests and (ii) permit, in the event the condition is
not satisfied by a specified date, the Master Servicer to apply amounts held in
reserve to prepay the related mortgage loan. For all of the Earnout Loans, the
Cut-off Date LTV and the U/W NCF DSCR is shown in this prospectus supplement and
on the Annexes thereto net of the related earnout amount. Below, under the
headings "Full Loan Amount LTV" and "Full Loan Amount NCR DSCR," the Cut-off
Date LTV and U/W NCF DSCR is shown based on the principal balance of the Earnout
Loans, including the related earnout reserve.



                                                  % OF     FULL             FULL              EARLIEST             IF PREPAY,
                                                 INITIAL   LOAN    NET OF   LOAN    NET OF   DEFEASANCE               YIELD
                          EARNOUT     EARNOUT   MORTGAGE  AMOUNT  EARNOUT  AMOUNT   EARNOUT   OR PREPAY  DEFEASE/    MAINT.
    PROPERTY NAMES        AMOUNT      RESERVE     POOL      LTV     LTV     DSCR   NCF DSCR   DATE (1)    PREPAY   APPLICABLE
---------------------   ----------  ----------  --------  ------  -------  ------  --------  ----------  --------  ----------

Willowbrook
   Portfolio.........   $1,100,000  $1,000,000    0.4%     77.0%   72.2%    1.34x    1.42x     9/1/2007   Prepay      Yes
Williamsburg Downs...   $  595,000  $  654,500    0.2%     76.4%   72.0%    1.20x    1.27x    10/6/2007   Prepay      Yes
Grand Plaza..........   $  515,909  $  567,500    0.2%     76.2%   72.2%    1.22x    1.29x    10/1/2007   Prepay      Yes
The Pointe
   Office/Retail
   Buildings.........   $  288,000  $  316,800    0.2%     83.5%   80.0%    1.25x    1.30x     2/1/2007   Prepay      Yes
Martin Plaza
   Shopping Center...   $  250,000  $  275,000    0.1%     66.6%   63.3%    1.40x    1.48x    10/6/2006   Prepay      Yes
Addison Village......   $   90,000  $   99,000    0.1%     80.0%   77.1%    1.24x    1.29x    10/1/2006   Prepay      Yes


----------
(1)  The earliest date on which the reserve amounts may be used to prepay.

     "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.

     "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.


                                      S-161



     "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended.

     "IRS" means the Internal Revenue Service.

     "ISSUE DATE" means the date of initial issuance for the Series 2005-GG5
certificates, which is expected to be on or about November 3, 2005.

     "JOINTLY SOLD LOAN" means the mortgage loan jointly originated by
Commerzbank and Archon.

     "JQH HOTEL PORTFOLIO B LOAN GROUP" means, collectively, the two mortgage
loans secured by the mortgaged properties identified on Annex A as the JQH Hotel
Portfolio B. These loans are pari passu with each other (the JQH Hotel Portfolio
B Trust Loan and the JQH Hotel Portfolio B Pari Passu Companion Loans).

     "JQH HOTEL PORTFOLIO B PARI PASSU COMPANION LOAN" means the one mortgage
loan that is part of a split loan structure secured by the JQH Hotel Portfolio B
property and that is pari passu with the JQH Hotel Portfolio B Trust Loan but is
not an asset of the trust.

     "JQH HOTEL PORTFOLIO B TRUST LOAN" means the one mortgage loan that is
included in the trust and secured by the mortgaged properties identified as the
JQH Hotel Portfolio B on Annex A to this prospectus supplement. The JQH Hotel
Portfolio B Trust Loan is pari passu with the JQH Hotel Portfolio B Pari Passu
Companion Loan.

     "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-GG5 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."

     "MARYLAND MULTIFAMILY PORTFOLIO LOAN GROUP" means, collectively, the two
mortgage loans secured by the mortgaged properties identified on Annex A as the
Maryland Multifamily Portfolio. These loans are pari passu with each other (the
Maryland Multifamily Portfolio Trust Loan and the Maryland Multifamily Portfolio
Pari Passu Companion Loan).

     "MARYLAND MULTIFAMILY PORTFOLIO PARI PASSU COMPANION LOANS" means the
mortgage loan that is part of a split loan structure secured by the Maryland
Multifamily Portfolio property and that is pari passu with the Maryland
Multifamily Portfolio Trust Loan but is not an asset of the trust.


                                      S-162



     "MARYLAND MULTIFAMILY PORTFOLIO TRUST LOAN" means the one mortgage loan
that is included in the trust and secured by the mortgaged properties identified
as Maryland Multifamily Portfolio on Annex A to this prospectus supplement. The
Maryland Multifamily Portfolio Trust Loan is pari passu with the Maryland
Multifamily Portfolio Pari Passu Companion Loan.

     "MOODY'S" means Moody's Investors Service, Inc.

     "MODELING ASSUMPTIONS" means, collectively, the following assumptions
regarding the series 2005-GG5 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 $4,405,549,368;

     o    the initial total principal balance or notional amount, as the case
          may be, of each class of series 2005-GG5 certificates is as described
          in this prospectus supplement;

     o    the pass-through rate for each class of series 2005-GG5 certificates
          is as described in this prospectus supplement;

     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 or sixth 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 or yield maintenance 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    no Prepayment Interest Shortfalls are incurred and no prepayment
          premiums or yield maintenance charges are collected;

     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 December 2005; and

     o    the offered certificates are settled on November 3, 2005;


                                      S-163



     o    the mortgage loan secured by the mortgaged property identified on
          Annex A as Kalani Industrial will be paid in full on the payment date
          in August 2018, not the payment date in August 2014; and

     o    the class XC certificates will be entitled to the exit fee (as
          evidenced by the class XK certificates), if any, payable with respect
          to the mortgage loan secured by the mortgaged property identified on
          Annex A as Kalani Industrial.

     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.

     "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.

     "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.


                                      S-164



     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.

     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 the Wells Fargo Center Pari Passu
Companion Loan and the San Francisco Centre Pari Passu Companion Loans.


                                      S-165



     "NON-SERVICED LOAN GROUP" means the Wells Fargo Center Loan Group and the
San Francisco Centre Loan Group.

     "NON-SERVICED TRUST LOAN" means the Wells Fargo Center Trust Loan and the
San Francisco Centre Trust Loan.

     "ORIGINAL AMORTIZATION TERM" means, with respect to each mortgage loan in
the trust, the number of months from origination (or, with respect to partial
interest-only mortgage loans, the number of payments from the first principal
and interest payment 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.

     "ORIGINAL TERM TO MATURITY" means, with respect to each mortgage loan in
the trust, the number of months from origination to maturity.

     "P&I" means principal and/or interest.

     "PARI PASSU PSA" means, with respect to the mortgage loan identified on
Annex A as Wells Fargo Center, the 2005-GG4 PSA or, with respect to the mortgage
loan identified on Annex A to this prospectus supplement as San Francisco
Centre, the 2005-C20 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.


                                      S-166



     "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.

     "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 (or, with
respect to partial interest-only mortgage loans, the number of payments from the
first principal and interest payment 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,


                                     S-167



     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.

     "SAN FRANCISCO CENTRE PARI PASSU COMPANION LOAN" means the mortgage loan
that is part of a split loan structure secured by the San Francisco Centre
property and that is pari passu with the San Francisco Centre Trust Loan but is
not an asset of the trust.

     "SAN FRANCISCO CENTRE TRUST LOAN" means the mortgage loan that is included
in the trust and secured by the mortgaged property identified as San Francisco
Centre on Annex A to this prospectus supplement. The San Francisco Centre Trust
Loan is pari passu with the San Francisco Centre Pari Passu Companion Loan.

     "SEC" means the Securities and Exchange Commission.

     "SERVICING STANDARD" means, with respect to either the master servicer or
special servicer, to service and administer those mortgage loans and any REO
Properties subject to the pooling and 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 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;

     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-GG5 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-GG5 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-GG5 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,


                                     S-168



          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 determines, in its reasonable, good
          faith judgment, 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, for one
               business day after the subject balloon payment was due or, in
               certain circumstances involving the delivery of a refinancing
               commitment, for 30 days beyond the date on which that balloon
               payment was due (or for such shorter period beyond the date on
               which that balloon payment was due within which the refinancing
               is scheduled to occur);

     2.   the master servicer or special servicer (in the case of the special
          servicer, with the consent of the directing holder) determines, in
          accordance with the servicing standard, 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,
          and other than as a result of a failure by the borrower to maintain
          all-risk casualty insurance or other insurance with respect to a
          mortgaged property that covers acts of terrorism in the event the
          special servicer determines that such insurance (a) is not available
          at commercially reasonable rates and such hazards are not commonly
          insured against by prudent owners of similar mortgaged properties in
          similar locales (but only by reference to such insurance that has been
          obtained by such owners at current market rates) or (b) is not
          available at any rate) occurs under the mortgage loan that in the
          judgment of the master servicer or special servicer 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-GG5 certificateholders or, in the case of the Loan
          Groups, the interests of the related Companion Loan Holder(s)
          (provided that any default requiring a Property Advance will be deemed
          to materially and adversely affect the interests of the Class 2005-GG5
          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 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 30 days (provided that such 30-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);

     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-GG5 certificateholders
          or, in the case of the Loan Groups, the interests of the related
          Companion Loan Holder(s), and (iii) the default is likely to 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 30 days, (provided that such 30-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


                                     S-169



          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.

     For each Non-Serviced Trust Loan, similar but not identical events will
result in a transfer to special servicing under the related Pari Passu Servicing
Agreement.

     "SHANER HOTEL PORTFOLIO LOAN GROUP" means, collectively, the three mortgage
loans secured by the mortgaged properties identified on Annex A as the Shaner
Hotel Portfolio. These loans are comprised of two senior pari passu mortgage
loans (the Shaner Hotel Portfolio Trust Loan and the Shaner Hotel Portfolio
Senior Companion Loan) and one subordinate mortgage loan (the Shaner Hotel
Portfolio Subordinate Companion Loan).

     "SHANER HOTEL PORTFOLIO TRUST LOAN" means the mortgage loan that is
included in the trust and secured by the mortgaged properties identified as
Shaner Hotel Portfolio on Annex A to this prospectus supplement. The Shaner
Hotel Portfolio Trust Loan is pari passu, except as otherwise set forth in this
prospectus supplement, with the Shaner Hotel Portfolio Senior Companion Loan and
senior to the Shaner Hotel Portfolio Subordinate Companion Loan.

     "SHANER SUBORDINATE COMPANION LOAN PRIORITY PROPERTIES" means the
properties securing the Shaner Hotel Portfolio located in Cromwell, Connecticut,
Paramus, New Jersey, Augusta, Georgia and Shreveport, Louisiana.

     "SHANER SENIOR COMPANION LOAN" means the mortgage loan that is part of a
split loan structure secured by the Shaner Hotel Portfolio properties and that
is, except as otherwise set forth in this prospectus supplement, pari passu with
the Shaner Hotel Portfolio Trust Loan that is not an asset of the trust.

     "SHANER SUBORDINATE COMPANION LOAN" means the one subordinate Companion
Loan that is part of a split loan structure secured by the Shaner Hotel
Portfolio that is not an asset of the trust.


                                     S-170



     "SHANER TRUST LOAN PRIORITY PROPERTIES" means the properties securing the
Shaner Hotel Portfolio located in Newport Harbor, Rhode Island, Jacksonville,
Florida, Pittsburgh, Pennsylvania, Chattanooga, Tennessee, Edina, Minnesota,
Durham, North Carolina, and Charleston, West Virginia.

     "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, other than for purposes of determining the Weighted Average
Pool Pass-Through Rate, 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.


                                     S-171



     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 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," "U/W NCF
DSCR" or "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
               that mortgage loan (plus, if applicable, each non-trust pari
               passu Companion 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
               the mortgage loans secured by the mortgaged properties identified
               on Annex A to this prospectus supplement as Lynnhaven Mall,
               Doubletree - Bethesda, MD, Willowbrook Portfolio, Williamsburg
               Downs, Grand Plaza, The Pointe Office/Retail Buildings, Martin
               Plaza Shopping Center and Addison Village, 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
               an earnout reserve, escrow or performance guarantee, as
               applicable. With respect to any subordinate Companion Loan, the
               calculation of underwritten DSCR does not include the monthly
               debt service that is due in connection with such subordinate
               Companion Loan; and

     o    with respect to any cross-collateralized and cross-defaulted mortgage
          loans in the trust, the ratio of--

          1.   the combined Net Cash Flow for each mortgage loan that is
               cross-collateralized and cross-defaulted with another mortgage
               loan in the trust, to

          2.   the annualized amount of debt service that will be payable under
               those mortgage loans 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).

     o    With respect to the mortgage loan secured by the mortgaged property
          identified in Annex A as Lynnhaven Mall, the Underwritten Debt Service
          Coverage Ratio presented in this prospectus supplement was calculated
          net of a performance guaranty in the amount of $15,000,000. Including
          this performance guaranty, the Underwritten Debt Service Coverage
          Ratio would be 1.35x.


                                     S-172



     "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 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.

     "WELLS FARGO CENTER LOAN GROUP" means, collectively, the two mortgage loans
secured by one mortgaged property located at 1700 Lincoln Street, Denver,
Colorado. These loans are pari passu with each other (the Wells Fargo Center
Trust Loan and the Wells Fargo Center Pari Passu Companion Loans).

     "WELLS FARGO CENTER PARI PASSU COMPANION LOANS" means the mortgage loan
that is part of a split loan structure secured by the Wells Fargo Center
property and that is pari passu with the Wells Fargo Center Trust Loan but are
not assets of the trust.

     "WELLS FARGO CENTER TRUST LOAN" means the mortgage loan that is included in
the trust and secured by the mortgaged property identified as the Wells Fargo
Center on Annex A to this prospectus supplement. The Wells Fargo Center Trust
Loan is pari passu with the Wells Fargo Center Pari Passu Companion Loan.


                                     S-173

                                     ANNEX A

            CERTAIN CHARACTERISTICS OF THE UNDERLYING MORTGAGE LOANS













                                       A-1














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          CONTROL
FOOTNOTE   NUMBER       SELLER                                 PROPERTY NAME
-------------------------------------------------------------------------------------------------------------------------

    2        1           GSMC        731 Lexington Avenue
















 3, 4, 5     2           GSMC        Schron Industrial Portfolio
            2.01                     5 Tru Temper Drive
            2.02                     1265 Terminus Drive
            2.03                     100 First Avenue
   22       2.04                     237 Greenwood Court
            2.05                     6800 Route 33
            2.06                     1330 Campus Parkway
            2.07                     4430 Airport Expressway
            2.08                     7950 Eastgate Boulevard
            2.09                     16651 North 84th Avenue
            2.10                     1099 Corporate Park Drive
            2.11                     7355 Cockrill Bend
            2.12                     495 East Locust Lane
            2.13                     38220 Plymouth Road
            2.14                     1255 Terminus Drive
            2.15                     700 Allen Road
            2.16                     2600 Faulkenburg Road
            2.17                     1150 Gateway Drive
            2.18                     5555 12th Avenue East
            2.19                     155 Pierce Street
            2.20                     2700 Faulkenburg Road
            2.21                     38150 Plymouth Road
            2.22                     16681 North 84th Avenue
            2.23                     4555 Excel Parkway
            2.24                     8022 Southpark Circle
            2.25                     6340 Middlebelt Road
            2.26                     1003 Sigman Road
            2.27                     5158 Williamsport Pike
            2.28                     7025 South Revere Parkway
            2.29                     16750 Westgrove Drive
            2.30                     6635 East 30th Street
            2.31                     9197-C 6th Avenue
            2.32                     23290 Commerce Drive
            2.33                     16671 North 84th Avenue
            2.34                     16661 North 84th Avenue
            2.35                     9195-D 6th Avenue
            2.36                     16608 Hunter's Green Parkway
    6        3     GSMC/Commerzbank  Lynnhaven Mall
















    7        4           GCFP        Maryland Multifamily Portfolio
            4.01                     Commons at White Marsh Apartments
            4.02                     Highland Village Townhomes
            4.03                     Harbor Point Estates
            4.04                     Dutch Village Townhomes
            4.05                     Whispering Woods Townhomes
            4.06                     Fontana Village Townhomes
            4.07                     Riverview Townhomes
            4.08                     Hamilton Manor
            4.09                     Cove Village Apartments
    8        5           GSMC        JQH Hotel Portfolio A
            5.01                     Oklahoma City Renaissance
            5.02                     North Charleston Embassy Suites
            5.03                     Madison Marriott
            5.04                     Kansas City Embassy Suites
            5.05                     Bowling Green Holiday Inn
            5.06                     Houston Marriott
            5.07                     Greensboro Homewood Suites
            5.08                     Springdale Hampton Inn & Suites
    9        6           GCFP        550 West Jackson Boulevard
             7           GCFP        Gateway at Lake Success
  7, 8       8           GSMC        JQH Hotel Portfolio B
            8.01                     Dallas Embassy Suites
            8.02                     Sacramento Holiday Inn
            8.03                     Charlotte Renaissance
            8.04                     Montgomery Embassy Suites
            8.05                     Columbia Embassy Suites
            8.06                     Jefferson City Capitol Plaza
            8.07                     Coral Springs Marriott
            8.08                     Cedar Rapids Marriott
             9           GSMC        1425 New York Avenue
             10          GCFP        Cross Point


          CONTROL
FOOTNOTE   NUMBER                                 STREET ADDRESS                                        CITY
---------------------------------------------------------------------------------------------------------------------------

    2        1     731 Lexington Avenue                                                            New York
















 3, 4, 5     2
            2.01   5 Tru Temper Drive                                                              Carlisle
            2.02   1265 Terminus Drive                                                             Lithia Springs
            2.03   100 First Avenue                                                                Gouldsboro
   22       2.04   237 Greenwood Court                                                             McDonough
            2.05   6800 State Road 33 N                                                            Lakeland
            2.06   1330 Campus Parkway                                                             Neptune
            2.07   4430 Airport Expressway                                                         Indianapolis
            2.08   7950 Eastgate Boulevard                                                         Lebanon
            2.09   16651 North 84th Avenue                                                         Peoria
            2.10   1099 Corporate Park Drive                                                       Mebane
            2.11   7355 Cockrill Bend                                                              Nashville
            2.12   495 East Locust Lane                                                            York
            2.13   38220 Plymouth Road                                                             Livonia
            2.14   1255 Terminus Drive                                                             Lithia Springs
            2.15   700 Allen Road                                                                  Carlisle
            2.16   2600 Faulkenburg Road                                                           Riverview
            2.17   1150 Gateway Drive                                                              Shakopee
            2.18   5555 12th Avenue East                                                           Shakopee
            2.19   155 Pierce Street                                                               Somerset
            2.20   2700 Faulkenburg Road                                                           Riverview
            2.21   38150 Plymouth Road                                                             Livonia
            2.22   16681 North 84th Avenue                                                         Peoria
            2.23   4555 Excel Parkway                                                              Addison
            2.24   8022 Southpark Circle                                                           Littleton
            2.25   6340 Middlebelt Road                                                            Romulus
            2.26   1003 Sigman Road                                                                Conyers
            2.27   5158 Williamsport Pike                                                          Martinsburg
            2.28   7025 South Revere Parkway                                                       Englewood
            2.29   16750 Westgrove Drive                                                           Addison
            2.30   6635 East 30th Street                                                           Indianapolis
            2.31   9197-C 6th Avenue                                                               Lakewood
            2.32   23290 Commerce Drive                                                            Farmington Hills
            2.33   16671 North 84th Avenue                                                         Peoria
            2.34   16661 North 84th Avenue                                                         Peoria
            2.35   9195-D 6th Avenue                                                               Lakewood
            2.36   16608 Hunter's Green Parkway                                                    Hagerstown
    6        3     701 Lynnhaven Parkway                                                           Virginia Beach
















    7        4
            4.01   9901 Langs Road                                                                 Middle River
            4.02   3953 McDowell Lane                                                              Baltimore
            4.03   909 South Marlyn Avenue                                                         Essex
            4.04   2349 Perring Manor Road                                                         Baltimore
            4.05   37 Alberge Lane                                                                 Baltimore
            4.06   1 Orion Court                                                                   Rosedale
            4.07   600 Fifth Avenue                                                                Baltimore
            4.08   3340 Lancer Drive                                                               Hyattsville
            4.09   2 Driftwood Court                                                               Essex
    8        5
            5.01   10 North Broadway                                                               Oklahoma City
            5.02   5055 International Boulevard                                                    North Charleston
            5.03   1313 John Q. Hammons Drive                                                      Middleton
            5.04   7640 Northwest Tiffany Springs Parkway                                          Kansas City
            5.05   1021 Wilkinson Trace                                                            Bowling Green
            5.06   9100 Gulf Freeway                                                               Houston
            5.07   201 Centreport Drive                                                            Greensboro
            5.08   1700 South 48th Street                                                          Springdale
    9        6     550 West Jackson Boulevard                                                      Chicago
             7     1981 & 1983 Marcus Avenue                                                       Lake Success
  7, 8       8
            8.01   2401 Bass Pro Drive                                                             Grapevine
            8.02   300 J Street                                                                    Sacramento
            8.03   2800 Coliseum Centre Drive                                                      Charlotte
            8.04   300 Tallapoosa Street                                                           Montgomery
            8.05   200 Stonebridge Drive                                                           Columbia
            8.06   415 West McCarty Street                                                         Jefferson City
            8.07   11775 Heron Bay Boulevard                                                       Coral Springs
            8.08   1200 Collins Road                                                               Cedar Rapids
             9     1425 New York Avenue                                                            Washington
             10    900 Chelmsford Street                                                           Lowell


          CONTROL
FOOTNOTE   NUMBER    STATE                COUNTY         ZIP CODE    PROPERTY TYPE        PROPERTY TYPE DETAIL
---------------------------------------------------------------------------------------------------------------------

    2        1     New York        New York                10022   Retail            Anchored
















 3, 4, 5     2
            2.01   Pennsylvania    Cumberland              17013   Industrial        Warehouse
            2.02   Georgia         Douglas                 30122   Industrial        Warehouse
            2.03   Pennsylvania    Lackawanna              18424   Industrial        Warehouse
   22       2.04   Georgia         Henry                   30253   Industrial        Warehouse
            2.05   Florida         Polk                    33805   Industrial        Warehouse
            2.06   New Jersey      Monmouth                07753   Industrial        Warehouse
            2.07   Indiana         Marion                  46241   Industrial        Warehouse
            2.08   Tennessee       Wilson                  37087   Industrial        Warehouse
            2.09   Arizona         Maricopa                85382   Industrial        Light Industrial
            2.10   North Carolina  Alamance                27302   Industrial        Warehouse
            2.11   Tennessee       Davidson                37209   Industrial        Warehouse
            2.12   Pennsylvania    York                    17402   Industrial        Warehouse
            2.13   Michigan        Wayne                   48150   Industrial        Warehouse
            2.14   Georgia         Douglas                 30122   Industrial        Warehouse
            2.15   Pennsylvania    Cumberland              17013   Industrial        Warehouse
            2.16   Florida         Hillsborough            33569   Industrial        Flex
            2.17   Minnesota       Scott                   55379   Industrial        Warehouse
            2.18   Minnesota       Scott                   55379   Industrial        Warehouse
            2.19   New Jersey      Somerset                08873   Industrial        Flex
            2.20   Florida         Hillsborough            33569   Industrial        Flex
            2.21   Michigan        Wayne                   48150   Industrial        Warehouse
            2.22   Arizona         Maricopa                85382   Industrial        Light Industrial
            2.23   Texas           Dallas                  75001   Industrial        Light Industrial
            2.24   Colorado        Arapahoe                80120   Industrial        Flex
            2.25   Michigan        Wayne                   48174   Industrial        Light Industrial
            2.26   Georgia         Rockdale                30013   Industrial        Warehouse
            2.27   West Virginia   Berkeley                25401   Industrial        Warehouse
            2.28   Colorado        Arapahoe                80112   Industrial        Light Industrial
            2.29   Texas           Dallas                  75001   Industrial        Flex
            2.30   Indiana         Marion                  46219   Industrial        Warehouse
            2.31   Colorado        Jefferson               80215   Industrial        Flex
            2.32   Michigan        Oakland                 48335   Industrial        Warehouse
            2.33   Arizona         Maricopa                85382   Industrial        Flex
            2.34   Arizona         Maricopa                85382   Industrial        Flex
            2.35   Colorado        Jefferson               80215   Industrial        Flex
            2.36   Maryland        Washington              21740   Industrial        Warehouse
    6        3     Virginia        Virginia Beach City     23452   Retail            Regional Mall
















    7        4
            4.01   Maryland        Baltimore               21220   Multifamily       Townhouse
            4.02   Maryland        Baltimore               21227   Multifamily       Townhouse
            4.03   Maryland        Baltimore               21221   Multifamily       Townhouse
            4.04   Maryland        Baltimore               21234   Multifamily       Townhouse
            4.05   Maryland        Baltimore               21220   Multifamily       Townhouse
            4.06   Maryland        Baltimore               21237   Multifamily       Townhouse
            4.07   Maryland        Baltimore               21227   Multifamily       Townhouse
            4.08   Maryland        Prince George's         20782   Multifamily       Garden
            4.09   Maryland        Baltimore               21221   Multifamily       Townhouse
    8        5
            5.01   Oklahoma        Oklahoma                73102   Hospitality       Full Service
            5.02   South Carolina  Charleston              29418   Hospitality       Full Service
            5.03   Wisconsin       Dane                    53562   Hospitality       Full Service
            5.04   Missouri        Jackson                 64153   Hospitality       Full Service
            5.05   Kentucky        Warren                  42103   Hospitality       Full Service
            5.06   Texas           Harris                  77017   Hospitality       Full Service
            5.07   North Carolina  Guilford                27409   Hospitality       Full Service
            5.08   Arkansas        Washington              72762   Hospitality       Full Service
    9        6     Illinois        Cook                    60661   Office            General Urban
             7     New York        Nassau                  11042   Office            General Suburban
  7, 8       8
            8.01   Texas           Tarrant                 76051   Hospitality       Full Service
            8.02   California      Sacramento              95814   Hospitality       Full Service
            8.03   North Carolina  Mecklenburg             28217   Hospitality       Full Service
            8.04   Alabama         Montgomery              36104   Hospitality       Full Service
            8.05   South Carolina  Richland                29210   Hospitality       Full Service
            8.06   Missouri        Cole                    65101   Hospitality       Full Service
            8.07   Florida         Broward                 33076   Hospitality       Full Service
            8.08   Iowa            Linn                    52402   Hospitality       Full Service
             9     DC              District of Columbia    20005   Office            General Urban
             10    Massachusetts   Middlesex               01851   Office            General Suburban


          CONTROL
FOOTNOTE   NUMBER     YEAR BUILT     YEAR RENOVATED   NUMBER OF UNITS  UNIT DESCRIPTION  LOAN PER UNIT  ORIGINAL BALANCE
--------------------------------------------------------------------------------------------------------------------------

    2        1           2004              NAP                147,960  sf                  $  2,162.75      $320,000,000
















 3, 4, 5     2                                              6,190,025  sf                  $     51.29      $317,500,000
            2.01         2001              NAP                511,760  sf
            2.02         2001              NAP                527,000  sf
            2.03         2002              NAP                390,000  sf
   22       2.04         2001              NAP                455,000  sf
            2.05         2002              NAP                360,000  sf
            2.06         1988          1997 & 1998            277,806  sf
            2.07         1970              NAP                486,394  sf
            2.08         2001              NAP                403,750  sf
            2.09         2001              NAP                109,730  sf
            2.10         2003              NAP                252,000  sf
            2.11         1987              NAP                305,000  sf
            2.12         1993              NAP                200,000  sf
            2.13         1998              NAP                145,232  sf
            2.14         2001              NAP                202,400  sf
            2.15         2001              NAP                181,990  sf
            2.16         2001              NAP                 71,162  sf
            2.17         1999              NAP                153,454  sf
            2.18         2000              NAP                128,872  sf
            2.19         1999              NAP                 46,000  sf
            2.20         2001              NAP                 63,080  sf
            2.21         1997              NAP                140,365  sf
            2.22         2001              NAP                 54,455  sf
            2.23         2001              NAP                 55,200  sf
            2.24         2001              NAP                 42,380  sf
            2.25         1998              NAP                 77,508  sf
            2.26         1996              NAP                123,457  sf
            2.27         2002              NAP                 67,200  sf
            2.28         1997              NAP                 59,270  sf
            2.29         2001              NAP                 35,951  sf
            2.30         1998              NAP                100,000  sf
            2.31         2000              NAP                 32,741  sf
            2.32         1980              NAP                 42,930  sf
            2.33         2001              NAP                 19,960  sf
            2.34         2001              NAP                 18,883  sf
            2.35         2000              NAP                 16,442  sf
            2.36         1999              NAP                 32,653  sf
    6        3     1981, 2001, 2003  1995-1996, 2003          776,371  sf                  $    321.89      $251,000,000
















    7        4                                                  5,517  Units               $ 61,627.70      $200,000,000
            4.01         1972             2005                  1,212  Units
            4.02         1961             2005                  1,098  Units
            4.03         1971             2005                    650  Units
            4.04         1967             2005                    803  Units
            4.05         1972             2004                    524  Units
            4.06         1969             2005                    356  Units
            4.07         1954             2005                    330  Units
            4.08         1946             2005                    245  Units
            4.09         1967             1996                    299  Units
    8        5                                                  1,799  Rooms               $109,505.28      $197,000,000
            5.01         2000             2004                    310  Rooms
            5.02         2000             2004                    254  Rooms
            5.03         1985             2004                    291  Rooms
            5.04         1989             2003                    235  Rooms
            5.05         1995              NAP                    217  Rooms
            5.06         1985             2002                    286  Rooms
            5.07         1996            Ongoing                  104  Rooms
            5.08         1995             2002                    102  Rooms
    9        6           1960             2002                407,436  sf                  $    270.96      $110,400,000
             7           1985                                 671,794  sf                  $    163.74      $110,000,000
  7, 8       8                                                  2,108  Rooms               $114,326.38      $110,000,000
            8.01         1999             2004                    328  Rooms
            8.02         1979             2003                    361  Rooms
            8.03         1999              NAP                    274  Rooms
            8.04         1995             2004                    236  Rooms
            8.05         1988             2004                    213  Rooms
            8.06         1987             2003                    254  Rooms
            8.07         1999             2005                    223  Rooms
            8.08         1988             2004                    219  Rooms
             9           1991              NAP                276,018  sf                  $    383.20      $105,770,000
             10          1985             1995              1,234,504  sf                  $     69.66      $ 86,000,000


                     CUT-OFF DATE
                    BALANCE AS OF    ALLOCATED CUT-
          CONTROL      NOVEMBER     OFF DATE BALANCE  % OF INITIAL  INTEREST  ADMINISTRATIVE     MONTHLY         ANNUAL
FOOTNOTE   NUMBER       2005        (MULTI-PROPERTY)  POOL BALANCE    RATE          FEE          PAYMENT      DEBT SERVICE
---------------------------------------------------------------------------------------------------------------------------

    2        1     $320,000,000.00   $320,000,000.00      7.3%       4.9325%      0.0204%     $1,333,601.85  $16,003,222.20
















 3, 4, 5     2     $317,500,000.00                        7.2%       5.5000%      0.0204%     $1,785,500.84  $21,426,010.08
            2.01                     $ 26,705,607.48
            2.02                     $ 19,781,931.46
            2.03                     $ 18,957,684.32
   22       2.04                     $ 18,463,136.03
            2.05                     $ 17,556,464.17
            2.06                     $ 15,166,147.46
            2.07                     $ 14,754,023.88
            2.08                     $ 14,259,475.60
            2.09                     $ 13,023,104.88
            2.10                     $ 10,632,788.16
            2.11                     $  9,313,992.73
            2.12                     $  8,737,019.73
            2.13                     $  8,654,595.02
            2.14                     $  8,654,595.02
            2.15                     $  8,489,745.59
            2.16                     $  7,912,772.59
            2.17                     $  7,583,073.73
            2.18                     $  7,500,649.01
            2.19                     $  7,088,525.44
            2.20                     $  6,841,251.30
            2.21                     $  6,593,977.15
            2.22                     $  6,511,552.44
            2.23                     $  6,264,278.30
            2.24                     $  5,604,880.58
            2.25                     $  5,192,757.01
            2.26                     $  5,192,757.01
            2.27                     $  4,615,784.01
            2.28                     $  4,533,359.29
            2.29                     $  4,203,660.44
            2.30                     $  4,121,235.72
            2.31                     $  3,461,838.01
            2.32                     $  2,472,741.43
            2.33                     $  2,390,316.72
            2.34                     $  2,307,892.00
            2.35                     $  1,978,193.15
            2.36                     $  1,978,193.15
    6        3     $249,903,408.52   $249,903,408.52      5.7%       5.0500%      0.0204%     $1,355,102.72  $16,261,232.64
















    7        4     $200,000,000.00                        4.5%       5.2200%      0.0504%     $1,499,541.67  $17,994,500.00
            4.01                     $ 46,588,235.29
            4.02                     $ 42,941,176.47
            4.03                     $ 26,176,470.59
            4.04                     $ 22,882,352.94
            4.05                     $ 17,058,823.53
            4.06                     $ 12,647,058.82
            4.07                     $ 11,176,470.59
            4.08                     $ 11,117,647.06
            4.09                     $  9,411,764.71
    8        5     $197,000,000.00                        4.5%       5.4870%      0.0204%     $1,116,938.05  $13,403,256.60
            5.01                     $ 44,134,108.53
            5.02                     $ 38,178,294.57
            5.03                     $ 31,458,914.73
            5.04                     $ 28,404,651.16
            5.05                     $ 20,845,348.84
            5.06                     $ 17,332,945.74
            5.07                     $  9,773,643.41
            5.08                     $  6,872,093.02
    9        6     $110,400,000.00   $110,400,000.00      2.5%       5.4450%      0.0204%     $  623,034.71  $ 7,476,416.52
             7     $110,000,000.00   $110,000,000.00      2.5%       6.5750%      0.0204%     $  611,079.28  $ 7,332,951.39
  7, 8       8     $110,000,000.00                        2.5%       5.4870%      0.0204%     $1,366,406.45  $16,396,877.40
            8.01                     $ 30,561,551.95
            8.02                     $ 19,548,966.76
            8.03                     $ 14,792,051.91
            8.04                     $ 12,804,573.28
            8.05                     $ 10,914,839.92
            8.06                     $  7,461,189.09
            8.07                     $  7,074,688.80
            8.08                     $  6,842,138.30
             9     $105,770,000.00   $105,770,000.00      2.4%       5.1500%      0.0204%     $  460,234.16  $ 5,522,809.92
             10    $ 86,000,000.00   $ 86,000,000.00      2.0%       5.4700%      0.0204%     $  397,461.34  $ 4,769,536.11


                                     INTEREST                 FIRST     LAST IO   FIRST P&I
          CONTROL                     ACCRUAL                PAYMENT    PAYMENT    PAYMENT   PAYMENT
FOOTNOTE   NUMBER  BALLOON BALANCE    METHOD     NOTE DATE     DATE      DATE        DATE      DAY
----------------------------------------------------------------------------------------------------

    2        1     $320,000,000.00  Actual/360    7/6/2005   9/6/2005   8/6/2015                6
















 3, 4, 5     2     $304,952,326.30  Actual/360   10/6/2005  11/6/2005   9/6/2012  10/6/2012     6
            2.01
            2.02
            2.03
   22       2.04
            2.05
            2.06
            2.07
            2.08
            2.09
            2.10
            2.11
            2.12
            2.13
            2.14
            2.15
            2.16
            2.17
            2.18
            2.19
            2.20
            2.21
            2.22
            2.23
            2.24
            2.25
            2.26
            2.27
            2.28
            2.29
            2.30
            2.31
            2.32
            2.33
            2.34
            2.35
            2.36
    6        3     $231,664,665.22  Actual/360   6/16/2005   8/6/2005              8/6/2005     6
















    7        4     $200,000,000.00  Actual/360   6/30/2005   8/6/2005   7/6/2012                6
            4.01
            4.02
            4.03
            4.04
            4.05
            4.06
            4.07
            4.08
            4.09
    8        5     $175,858,759.92  Actual/360   9/26/2005  11/6/2005   9/6/2008  10/6/2008     6
            5.01
            5.02
            5.03
            5.04
            5.05
            5.06
            5.07
            5.08
    9        6     $102,481,077.82  Actual/360   10/7/2005  12/6/2005  11/6/2010  12/6/2010     6
             7     $110,000,000.00  Actual/360   8/26/2005  10/6/2005   9/6/2010                6
  7, 8       8     $ 98,195,246.91  Actual/360   9/26/2005  11/6/2005   9/6/2008  10/6/2008     6
            8.01
            8.02
            8.03
            8.04
            8.05
            8.06
            8.07
            8.08
             9     $105,770,000.00  Actual/360   6/15/2005   8/6/2005   7/6/2012                6
             10    $ 86,000,000.00  Actual/360   9/8/2005   10/6/2005   9/6/2010                6


                                                                                                                   GRACE
          CONTROL                                                                                                  DAYS -
FOOTNOTE   NUMBER                                       GRACE DAYS - LATE FEE                                     DEFAULT
-------------------------------------------------------------------------------------------------------------------------

    2        1                                                   0                                                   0
















 3, 4, 5     2                                                   0                                                   0
            2.01
            2.02
            2.03
   22       2.04
            2.05
            2.06
            2.07
            2.08
            2.09
            2.10
            2.11
            2.12
            2.13
            2.14
            2.15
            2.16
            2.17
            2.18
            2.19
            2.20
            2.21
            2.22
            2.23
            2.24
            2.25
            2.26
            2.27
            2.28
            2.29
            2.30
            2.31
            2.32
            2.33
            2.34
            2.35
            2.36
    6        3                                                   0                                                   3
















    7        4                                                   0                                                   0
            4.01
            4.02
            4.03
            4.04
            4.05
            4.06
            4.07
            4.08
            4.09
    8        5                                                   0                                                   0
            5.01
            5.02
            5.03
            5.04
            5.05
            5.06
            5.07
            5.08
    9        6                                                   0                                                   0
             7                                                   0                                                   0
  7, 8       8                                                   0                                                   0
            8.01
            8.02
            8.03
            8.04
            8.05
            8.06
            8.07
            8.08
             9                                                   0                                                   0
             10                                                  0                                                   0


                                                    ORIGINAL  REMAINING  ORIGINAL  REMAINING    ORIGINAL      REMAINING
          CONTROL    LOAN TYPE (IO, AMORTIZING,     INTEREST   INTEREST    LOAN       LOAN    AMORTIZATION  AMORTIZATION
FOOTNOTE   NUMBER           IO AMORTIZING)         ONLY TERM  ONLY TERM    TERM       TERM        TERM          TERM
------------------------------------------------------------------------------------------------------------------------

    2        1              Interest Only             120        117        120       117          NA            NA
















 3, 4, 5     2     Interest Only, Then Amortizing      83         82        120       119          360           36
            2.01
            2.02
            2.03
   22       2.04
            2.05
            2.06
            2.07
            2.08
            2.09
            2.10
            2.11
            2.12
            2.13
            2.14
            2.15
            2.16
            2.17
            2.18
            2.19
            2.20
            2.21
            2.22
            2.23
            2.24
            2.25
            2.26
            2.27
            2.28
            2.29
            2.30
            2.31
            2.32
            2.33
            2.34
            2.35
            2.36
    6        3               Amortizing                0          0          60       56           360           35
















    7        4              Interest Only             84          80         84       80           NA            NA
            4.01
            4.02
            4.03
            4.04
            4.05
            4.06
            4.07
            4.08
            4.09
    8        5     Interest Only, Then Amortizing     35          34        120       119          360           36
            5.01
            5.02
            5.03
            5.04
            5.05
            5.06
            5.07
            5.08
    9        6     Interest Only, Then Amortizing     60          60        120       120          360           36
             7              Interest Only             60          58         60        58          NA            NA
  7, 8       8     Interest Only, Then Amortizing     35          34        120       119          360           36
            8.01
            8.02
            8.03
            8.04
            8.05
            8.06
            8.07
            8.08
             9              Interest Only             84          80         84       80           NA            NA
             10             Interest Only             60          58         60       58           NA            NA


                                               HYPER                              CROSS           CROSS
          CONTROL                            AMORTIZING              CASH     COLLATERALIZED  COLLATERALIZED
FOOTNOTE   NUMBER  SEASONING  MATURITY DATE     LOAN     LOCKBOX  MANAGEMENT       (Y/N)          GROUP
------------------------------------------------------------------------------------------------------------

    2        1         3         8/6/2015        No        Hard    Springing        No             NAP
















 3, 4, 5     2         1        10/6/2015        No        Hard     In Place        No             NAP
            2.01
            2.02
            2.03
   22       2.04
            2.05
            2.06
            2.07
            2.08
            2.09
            2.10
            2.11
            2.12
            2.13
            2.14
            2.15
            2.16
            2.17
            2.18
            2.19
            2.20
            2.21
            2.22
            2.23
            2.24
            2.25
            2.26
            2.27
            2.28
            2.29
            2.30
            2.31
            2.32
            2.33
            2.34
            2.35
            2.36
    6        3         4         7/6/2010        No        Hard    Springing        No             NAP
















    7        4         4         7/6/2012        No        Soft    Springing        No             NAP
            4.01
            4.02
            4.03
            4.04
            4.05
            4.06
            4.07
            4.08
            4.09
    8        5         1        10/6/2015        No        Hard     In Place        No             NAP
            5.01
            5.02
            5.03
            5.04
            5.05
            5.06
            5.07
            5.08
    9        6         0        11/6/2015        No        Hard    Springing        No             NAP
             7         2         9/6/2010        No        Hard     In Place        No             NAP
  7, 8       8         1        10/6/2015        No        Hard     In Place        No             NAP
            8.01
            8.02
            8.03
            8.04
            8.05
            8.06
            8.07
            8.08
             9         4         7/6/2012        No        Hard     In Place        No             NAP
             10        2         9/6/2010        No        Hard     In Place        No             NAP


          CONTROL                                                              MEZZ DEBT
FOOTNOTE   NUMBER          PREPAYMENT PROVISIONS (# OF PAYMENTS) (1)            BALANCE    B NOTE BALANCE  EARNOUT FLAG
-----------------------------------------------------------------------------------------------------------------------

    2        1     Lockout/27_Defeasance/88_0%/5                                                                No
















 3, 4, 5     2     Lockout/25_Defeasance/90_0%/5                              $22,500,000                       No
            2.01
            2.02
            2.03
   22       2.04
            2.05
            2.06
            2.07
            2.08
            2.09
            2.10
            2.11
            2.12
            2.13
            2.14
            2.15
            2.16
            2.17
            2.18
            2.19
            2.20
            2.21
            2.22
            2.23
            2.24
            2.25
            2.26
            2.27
            2.28
            2.29
            2.30
            2.31
            2.32
            2.33
            2.34
            2.35
            2.36
    6        3     Lockout/28_Defeasance/25_0%/7                                                                No
















    7        4     Lockout/28_Defeasance/52_0%/4                              $20,000,000                       No
            4.01
            4.02
            4.03
            4.04
            4.05
            4.06
            4.07
            4.08
            4.09
    8        5     Lockout/25_Defeasance/88_0%/7                                                                No
            5.01
            5.02
            5.03
            5.04
            5.05
            5.06
            5.07
            5.08
    9        6     Lockout/24_Defeasance/92_0%/4                                             $6,100,000         No
             7     Lockout/26_Defeasance/30_0%/4                              $15,000,000                       No
  7, 8       8     Lockout/25_Defeasance/88_0%/7                                                                No
            8.01
            8.02
            8.03
            8.04
            8.05
            8.06
            8.07
            8.08
             9     Lockout/28_Defeasance/52_0%/4                              $31,230,000                       No
             10    Lockout/26_Defeasance/31_0%/3                              $11,500,000                       No



          CONTROL                   P & I AFTER
FOOTNOTE   NUMBER  EARNOUT AMOUNT     EARNOUT
------------------------------------------------

    2        1        $         0  $        0.00
















 3, 4, 5     2        $         0  $        0.00
            2.01
            2.02
            2.03
   22       2.04
            2.05
            2.06
            2.07
            2.08
            2.09
            2.10
            2.11
            2.12
            2.13
            2.14
            2.15
            2.16
            2.17
            2.18
            2.19
            2.20
            2.21
            2.22
            2.23
            2.24
            2.25
            2.26
            2.27
            2.28
            2.29
            2.30
            2.31
            2.32
            2.33
            2.34
            2.35
            2.36
    6        3        $15,000,000  $1,274,120.48
















    7        4        $         0  $        0.00
            4.01
            4.02
            4.03
            4.04
            4.05
            4.06
            4.07
            4.08
            4.09
    8        5        $         0  $        0.00
            5.01
            5.02
            5.03
            5.04
            5.05
            5.06
            5.07
            5.08
    9        6        $         0  $        0.00
             7        $         0  $        0.00
  7, 8       8        $         0  $        0.00
            8.01
            8.02
            8.03
            8.04
            8.05
            8.06
            8.07
            8.08
             9        $         0  $        0.00
             10       $         0  $        0.00


1    The Open Period is inclusive of the Maturity Date

2    Container Store has an executed lease but is not yet in occupancy. They are
     expected to open in March 2006.

3    Ongoing reserve amounts for RE Tax, Insurance, TI/LC and Replacement
     Reserves are yet to be determined.

4    The Appraisal Value reflects an overall portfolio valuation which is
     greater than the sum of the individual property appraised values.

5    The Monthly Payment is a calculated average of the future principal and
     interest payments for the 12-month period beginning with the payment in
     October 2012 thru the payment in September 2013. The Annual Debt Service is
     the sum of the scheduled principal and interest for the same period. The
     Underwritten NOI DSCR and Underwritten NCF DSCR are based on the required
     amortization schedule and interest payments for the 12-month period
     beginning with the payment in October 2012 through the payment in September
     2013.

6    The Cut-off Date LTV and Underwritten NCF DSCR are based on the total
     $251,000,000 financing reduced by the $15,000,000 performance guarantee.

7    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 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.

8    The Scheduled Maturity Date LTV is calculated utilizing the stabilized
     appraised value.

9    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 excludes
     the cut-off date principal balance of any subordinate mortgage loan in that
     split loan structure.

10   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.

11   The Cut-off Date LTV and Maturity Date LTV are calculated net of
     $16,500,000 in reserves.

12   Borrowing entity utilizes a tenant-in-common structure

13   The pari passu companion loan is a future funding obligation of GCFP.
     Underwritten debt service coverage ratios and loan to appraised value
     ratios shown in this prospectus supplement are calculated as if the
     $9,400,000 advance was funded.

14   The 730 month Original Amortization term is approximate. Amortization for
     the loan is based on $20,000,000 interest only and $2,000,000 amortizing on
     a 360 month schedule. See Annex A-3 for actual amortization schedule.

15   The Monthly Payment is a calculated average of the future principal and
     interest payments for the 12-month period beginning with the payment in
     November 2005 thru the payment in October 2006. The Annual Debt Service is
     the sum of the scheduled principal and interest for the same period. The
     Underwritten NOI DSCR and Underwritten NCF DSCR are based on the required
     amortization schedule and interest payments for the 12-month period
     beginning with the payment in November 2005 through the payment in October
     2006.

16   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 as applicable.

17   All reserves are estimated and final reserve amounts will be determined at
     loan closing.

18   Prior to October 21, 2005, the ground lessor is required to convey its fee
     interest to the borrower in exchange for a limited partnership interest in
     the borrower. If the conveyance does not take place on or prior to such
     date, the loan documents provide that the interest rate on the related
     mortgage loan will be increased by 0.05%

19   The mortgage loan is fully payable on its initial maturity date on August
     6, 2014 with an exit fee if the loan's extension option is not exercised or
     otherwise fully prepayable on its final maturity date on August 6, 2018
     without an exit fee. For purposes of all calculations, we have assumed the
     loan term through the final maturity date.

20   The Appraisal Value reflects the stabilized appraisal value with
     stabilization that is expected to occur in November 2005.

21   Property is leased by Alamo Rent-A-Car. The property size and largest
     tenant size shown include 15,981 sf of building space 36,212 sf of parking
     space.

22   Borrower is required to pay as rent, on or before June 1 and December 1 of
     each year of the term, a sum equal to the amount payable as principal and
     interest on the bonds issued by the ground lessor and purchased by
     Borrower. The bonds were issued on September 1, 2002 in the principal
     amount of $14,200,000 with a coupon of 6.5% and a maturity date of December
     31, 2012. See "Annex B - Structural and Collateral Term Sheet - Ten Largest
     Mortgage Loans - Schron Industrial Portfolio.





                                                         SCHEDULED
          CONTROL    APPRAISAL     APPRAISAL    CUT-OFF   MATURITY                OCCUPANCY
FOOTNOTE   NUMBER      DATE          VALUE     DATE LTV   DATE LTV  OCCUPANCY %  AS OF DATE
-------------------------------------------------------------------------------------------

    2        1        6/28/2005  $460,000,000    69.6%     69.6%        94.3%     6/23/2005
















 3, 4, 5     2                   $400,000,000    79.4%     76.2%        99.0%     9/1/2005
            2.01      8/30/2005  $ 32,400,000                          100.0%     9/1/2005
            2.02      8/29/2005  $ 24,000,000                          100.0%     9/1/2005
            2.03      9/9/2005   $ 23,000,000                          100.0%     9/1/2005
   22       2.04      8/30/2005  $ 22,400,000                          100.0%     9/1/2005
            2.05      9/2/2005   $ 21,300,000                          100.0%     9/1/2005
            2.06      9/23/2005  $ 18,400,000                          100.0%     9/1/2005
            2.07      8/30/2005  $ 17,900,000                          100.0%     9/1/2005
            2.08      9/12/2005  $ 17,300,000                          100.0%     9/1/2005
            2.09      9/7/2005   $ 15,800,000                          100.0%     9/1/2005
            2.10      9/6/2005   $ 12,900,000                          100.0%     9/1/2005
            2.11      9/12/2005  $ 11,300,000                          100.0%     9/1/2005
            2.12      8/30/2005  $ 10,600,000                          100.0%     9/1/2005
            2.13      9/7/2005   $ 10,500,000                          100.0%     9/1/2005
            2.14      8/29/2005  $ 10,500,000                           87.0%     9/1/2005
            2.15      8/30/2005  $ 10,300,000                          100.0%     9/1/2005
            2.16      8/6/2005   $  9,600,000                          100.0%     9/1/2005
            2.17      9/7/2005   $  9,200,000                          100.0%     9/1/2005
            2.18      9/7/2005   $  9,100,000                          100.0%     9/1/2005
            2.19      9/6/2005   $  8,000,000                          100.0%     9/1/2005
            2.20      8/6/2005   $  8,300,000                          100.0%     9/1/2005
            2.21      9/7/2005   $  8,000,000                          100.0%     9/1/2005
            2.22      9/7/2005   $  7,900,000                          100.0%     9/1/2005
            2.23      9/1/2005   $  7,600,000                          100.0%     9/1/2005
            2.24      8/29/2005  $  6,800,000                          100.0%     9/1/2005
            2.25      9/1/2005   $  6,300,000                          100.0%     9/1/2005
            2.26      8/30/2005  $  6,300,000                          100.0%     9/1/2005
            2.27      8/26/2005  $  5,600,000                          100.0%     9/1/2005
            2.28      8/25/2005  $  5,500,000                           71.0%     9/1/2005
            2.29      9/1/2005   $  5,100,000                          100.0%     9/1/2005
            2.30      8/30/2005  $  5,000,000                           80.0%     9/1/2005
            2.31      8/26/2005  $  4,200,000                          100.0%     9/1/2005
            2.32      9/13/2005  $  3,000,000                          100.0%     9/1/2005
            2.33      9/7/2005   $  2,900,000                          100.0%     9/1/2005
            2.34      9/7/2005   $  2,800,000                          100.0%     9/1/2005
            2.35      8/26/2005  $  2,400,000                          100.0%     9/1/2005
            2.36      8/31/2005  $  2,400,000                          100.0%     9/1/2005
    6        3        6/3/2005   $369,400,000    63.6%     62.7%        94.7%     5/10/2005
















    7        4                   $447,680,000    75.9%     75.9%        93.7%     6/2/2005
            4.01      5/26/2005  $ 96,700,000                           93.8%     6/2/2005
            4.02      5/27/2005  $101,600,000                           96.2%     6/2/2005
            4.03      5/26/2005  $ 53,730,000                           94.5%     6/2/2005
            4.04      3/1/2005   $ 54,200,000                           91.8%     6/2/2005
            4.05      5/26/2005  $ 41,570,000                           91.8%     6/2/2005
            4.06      5/26/2005  $ 27,590,000                           93.3%     6/2/2005
            4.07      5/27/2005  $ 25,400,000                           92.7%     6/2/2005
            4.08      5/12/2005  $ 23,600,000                           92.2%     6/2/2005
            4.09      5/26/2005  $ 23,290,000                           93.0%     6/2/2005
    8        5                   $256,000,000    77.0%     64.7%        68.1%     7/31/2005
            5.01      8/3/2005   $ 57,800,000                           77.7%     7/31/2005
            5.02      8/9/2005   $ 48,000,000                           74.1%     7/31/2005
            5.03      8/9/2005   $ 41,200,000                           58.2%     7/31/2005
            5.04      8/8/2005   $ 37,200,000                           70.7%     7/31/2005
            5.05      8/10/2005  $ 27,300,000                           73.6%     7/31/2005
            5.06      8/3/2005   $ 22,700,000                           58.1%     7/31/2005
            5.07      8/3/2005   $ 12,800,000                           72.6%     7/31/2005
            5.08      8/9/2005   $  9,000,000                           56.9%     7/31/2005
    9        6        7/21/2005  $137,100,000    80.5%     74.7%        87.1%     10/7/2005
             7        7/1/2005   $140,000,000    78.6%     78.6%        97.4%     8/19/2005
  7, 8       8                   $352,900,000    68.3%     57.6%        67.7%     7/31/2005
            8.01      8/5/2005   $ 93,800,000                           79.3%     7/31/2005
            8.02      8/8/2005   $ 60,000,000                           63.5%     7/31/2005
            8.03      8/2/2005   $ 45,400,000                           63.2%     7/31/2005
            8.04      8/4/2005   $ 39,300,000                           66.7%     7/31/2005
            8.05      8/10/2005  $ 33,500,000                           77.6%     7/31/2005
            8.06      8/10/2005  $ 22,900,000                           58.1%     7/31/2005
            8.07      8/2/2005   $ 37,000,000                           64.6%     7/31/2005
            8.08      8/10/2005  $ 21,000,000                           68.8%     7/31/2005
             9        5/5/2005   $149,100,000    70.9%     70.9%       100.0%     7/31/2005
             10       7/26/2005  $118,500,000    72.6%     72.6%        73.6%     9/8/2005


                                                                                       LARGEST
                                                                            LARGEST    TENANT
          CONTROL                                                            TENANT     LEASE
FOOTNOTE   NUMBER          LARGEST TENANT (BASED ON SQUARE FOOTAGE)         SQ. FT.  EXPIRATION
-----------------------------------------------------------------------------------------------

    2        1     Home Depot                                                77,990   9/25/2024
















 3, 4, 5     2
            2.01   SC Johnson & Son                                         511,760  12/31/2011
            2.02   Maytag Appliances                                        527,000   3/1/2007
            2.03   Maytag Appliances                                        390,000   11/1/2012
   22       2.04   Aero Housewares                                          455,000   9/14/2019
            2.05   JC Penney                                                360,000   12/1/2012
            2.06   Waterford Wedgewood                                      277,806   5/1/2014
            2.07   Prime Distribution                                       486,394   5/1/2009
            2.08   IEC Logistics Inc. (100% subleased to BAX Global, Inc.)  403,750   1/1/2008
            2.09   The Antigua Group                                        109,730   11/1/2011
            2.10   Ford Motor Company                                       252,000   5/1/2013
            2.11   Ozburn-Hessey Logistics                                  305,000   5/1/2010
            2.12   Southwire Company                                        200,000   1/1/2007
            2.13   McKesson Corp                                            145,232   2/1/2008
            2.14   Standard Register                                        123,200   7/1/2008
            2.15   Alberto Culver USA                                       181,900   4/1/2012
            2.16   Taylor Woodrow Homes                                      16,182   3/1/2011
            2.17   MGR, Inc.                                                153,454   2/1/2010
            2.18   North American Member                                     67,767   3/1/2009
            2.19   Multilink Technology                                      31,000   10/1/2006
            2.20   Media General Operations                                  16,200   3/1/2007
            2.21   General Medical Corp                                     140,365   2/1/2007
            2.22   Terri's Consign                                           20,692   9/1/2012
            2.23   AA Porter Lighting                                        16,049   7/1/2014
            2.24   Versacom                                                  16,553   11/1/2009
            2.25   Airborne Express                                          77,508   6/1/2008
            2.26   Bio Lab / Phoenix Hill                                   123,457   2/1/2007
            2.27   Verizon West Virginia                                     67,200   7/1/2012
            2.28   Richtman Printing                                         42,068   1/1/2008
            2.29   US Bioservices Corp                                       27,609   4/1/2010
            2.30   Autovend Inc.                                             50,000   6/1/2010
            2.31   AAA Medical                                               11,746   9/1/2010
            2.32   Iron Mountain/ Safesi                                     42,930   8/1/2009
            2.33   SSP Enterprises                                           14,950   1/1/2010
            2.34   Diamondback Tactical                                      11,753   3/1/2008
            2.35   Pinkard Construction                                      16,442   5/1/2007
            2.36   RPS Inc (Fed Ex)                                          32,653   9/1/2009
    6        3     JC Penney                                                150,434   8/31/2006
















    7        4
            4.01   NAP                                                           --      NAP
            4.02   NAP                                                           --      NAP
            4.03   NAP                                                           --      NAP
            4.04   NAP                                                           --      NAP
            4.05   NAP                                                           --      NAP
            4.06   NAP                                                           --      NAP
            4.07   NAP                                                           --      NAP
            4.08   NAP                                                           --      NAP
            4.09   NAP                                                           --      NAP
    8        5
            5.01   NAP                                                           --      NAP
            5.02   NAP                                                           --      NAP
            5.03   NAP                                                           --      NAP
            5.04   NAP                                                           --      NAP
            5.05   NAP                                                           --      NAP
            5.06   NAP                                                           --      NAP
            5.07   NAP                                                           --      NAP
            5.08   NAP                                                           --      NAP
    9        6     Refco Group LTD., LLC                                    162,282   3/31/2015
             7     North Fork Bank                                          118,007  12/27/2011
  7, 8       8
            8.01   NAP                                                           --      NAP
            8.02   NAP                                                           --      NAP
            8.03   NAP                                                           --      NAP
            8.04   NAP                                                           --      NAP
            8.05   NAP                                                           --      NAP
            8.06   NAP                                                           --      NAP
            8.07   NAP                                                           --      NAP
            8.08   NAP                                                           --      NAP
             9     GSA Justice Dept                                         235,746  12/31/2014
             10    IRS                                                      136,265   2/25/2012


                                                                              SECOND     SECOND
                                                                             LARGEST    LARGEST
          CONTROL                                                             TENANT  TENANT LEASE
FOOTNOTE   NUMBER                   SECOND LARGEST TENANT                    SQ. FT.   EXPIRATION
--------------------------------------------------------------------------------------------------

    2        1     H&M                                                        26,526   10/21/2019
















 3, 4, 5     2
            2.01   NAP                                                            --       NAP
            2.02   NAP                                                            --       NAP
            2.03   NAP                                                            --       NAP
   22       2.04   NAP                                                            --       NAP
            2.05   NAP                                                            --       NAP
            2.06   NAP                                                            --       NAP
            2.07   NAP                                                            --       NAP
            2.08   NAP                                                            --       NAP
            2.09   NAP                                                            --       NAP
            2.10   NAP                                                            --       NAP
            2.11   NAP                                                            --       NAP
            2.12   NAP                                                            --       NAP
            2.13   NAP                                                            --       NAP
            2.14   Viking Supply Net                                          52,800    12/1/2007
            2.15   NAP                                                            --       NAP
            2.16   BCK Communications                                         13,500    4/1/2008
            2.17   NAP                                                            --       NAP
            2.18   Cyber Power Systems                                        52,925    9/1/2008
            2.19   Bright Horizons Child                                      10,000    12/1/2015
            2.20   Sports Performance                                         16,200    5/1/2014
            2.21   NAP                                                            --       NAP
            2.22   Westar Contract Kitch                                      17,435    1/1/2010
            2.23   Carrot Bunch Companies                                     15,985    10/1/2007
            2.24   Copy Concepts Inc.                                         13,619    6/1/2007
            2.25   NAP                                                            --       NAP
            2.26   NAP                                                            --       NAP
            2.27   NAP                                                            --       NAP
            2.28   NAP                                                            --       NAP
            2.29   Yageo America Corp                                          8,342    6/1/2006
            2.30   CDC Appliances                                             30,000    2/1/2006
            2.31   Panasonic Document Systems                                  8,360    5/1/2007
            2.32   NAP                                                            --       NAP
            2.33   Botanique Preservation                                      2,525    1/1/2008
            2.34   Toyota                                                      4,740    4/1/2010
            2.35   NAP                                                            --       NAP
            2.36   NAP                                                            --       NAP
    6        3     AMC Theatres                                               74,581   11/30/2030
















    7        4
            4.01   NAP                                                            --       NAP
            4.02   NAP                                                            --       NAP
            4.03   NAP                                                            --       NAP
            4.04   NAP                                                            --       NAP
            4.05   NAP                                                            --       NAP
            4.06   NAP                                                            --       NAP
            4.07   NAP                                                            --       NAP
            4.08   NAP                                                            --       NAP
            4.09   NAP                                                            --       NAP
    8        5
            5.01   NAP                                                            --       NAP
            5.02   NAP                                                            --       NAP
            5.03   NAP                                                            --       NAP
            5.04   NAP                                                            --       NAP
            5.05   NAP                                                            --       NAP
            5.06   NAP                                                            --       NAP
            5.07   NAP                                                            --       NAP
            5.08   NAP                                                            --       NAP
    9        6     Calyon Financial                                           52,788    8/31/2019
             7     State Farm Mutual Auto. Ins. Comp of Am.                   77,966   12/31/2009
  7, 8       8
            8.01   NAP                                                            --       NAP
            8.02   NAP                                                            --       NAP
            8.03   NAP                                                            --       NAP
            8.04   NAP                                                            --       NAP
            8.05   NAP                                                            --       NAP
            8.06   NAP                                                            --       NAP
            8.07   NAP                                                            --       NAP
            8.08   NAP                                                            --       NAP
             9     GSA Treasury Dept                                          23,612    12/5/2013
             10    Verizon                                                    66,580    3/31/2010


                                                              THIRD       THIRD
                                                             LARGEST     LARGEST    ENGINEERING               PHASE II
          CONTROL                                             TENANT  TENANT LEASE     REPORT      PHASE I   PERFORMED
FOOTNOTE   NUMBER              THIRD LARGEST TENANT          SQ. FT.   EXPIRATION       DATE        DATE       (Y/N)
----------------------------------------------------------------------------------------------------------------------

    2        1     Container Store                            25,650    3/1/2021     6/22/2005    6/22/2005      No
















 3, 4, 5     2                                                                                                   No
            2.01   NAP                                            --      NAP        9/2/2005     9/1/2005       No
            2.02   NAP                                            --      NAP        9/6/2005     9/1/2005       No
            2.03   NAP                                            --      NAP        9/2/2005     9/1/2005       No
   22       2.04   NAP                                            --      NAP        9/2/2005     9/1/2005       No
            2.05   NAP                                            --      NAP        9/2/2005     9/1/2005       No
            2.06   NAP                                            --      NAP        9/2/2005     9/1/2005       No
            2.07   NAP                                            --      NAP        9/2/2005     9/1/2005       No
            2.08   NAP                                            --      NAP        9/7/2005     9/1/2005       No
            2.09   NAP                                            --      NAP        9/2/2005     9/1/2005       No
            2.10   NAP                                            --      NAP        9/23/2005    9/1/2005       No
            2.11   NAP                                            --      NAP        9/7/2005     9/1/2005       No
            2.12   NAP                                            --      NAP        9/6/2005     9/1/2005       No
            2.13   NAP                                            --      NAP        9/2/2005     9/1/2005       No
            2.14   NAP                                            --      NAP        9/23/2005    9/1/2005       No
            2.15   NAP                                            --      NAP        9/6/2005     9/1/2005       No
            2.16   Beazer Home                                12,400    2/1/2008     9/2/2005     9/1/2005       No
            2.17   NAP                                            --      NAP        9/23/2005    9/1/2005       No
            2.18   Data Center Systems I                       8,180    5/1/2008     8/25/2005    9/1/2005       No
            2.19   Newcome New Jersey                          5,000      MTM        9/2/2005     9/1/2005       No
            2.20   Walgreen                                    9,080    7/1/2013     9/2/2005     9/1/2005       No
            2.21   NAP                                            --      NAP        9/2/2005     9/1/2005       No
            2.22   Adams Brothers                             11,528    7/1/2007     9/2/2005     9/1/2005       No
            2.23   Source Direct.com                          11,905    8/1/2008     9/2/2005     9/1/2005       No
            2.24   Cutler-Hammer                              12,208    7/1/2007     9/6/2005     9/1/2005       No
            2.25   NAP                                            --      NAP        9/2/2005     9/1/2005       No
            2.26   NAP                                            --      NAP        9/2/2005     9/1/2005       No
            2.27   NAP                                            --      NAP        9/2/2005     9/1/2005       No
            2.28   NAP                                            --      NAP        9/6/2005     9/1/2005       No
            2.29   NAP                                            --      NAP        9/2/2005     9/1/2005       No
            2.30   NAP                                            --      NAP        9/2/2005     9/1/2005       No
            2.31   Pinkerton Systems                           6,265   12/1/2008     9/6/2005     9/1/2005       No
            2.32   NAP                                            --      NAP        8/25/2005    9/1/2005       No
            2.33   Blood Systems                               2,485   10/1/2008     9/2/2005     8/25/2005      No
            2.34   Levelline Framing In                        2,390   11/1/2007     9/2/2005     8/25/2005      No
            2.35   NAP                                            --      NAP        9/6/2005     9/1/2005       No
            2.36   NAP                                            --      NAP        9/2/2005     9/1/2005       No
    6        3     Steve & Barry's                            57,400   1/31/2012     6/7/2005     6/9/2005       No
















    7        4
            4.01   NAP                                            --      NAP        5/31/2005    5/31/2005      No
            4.02   NAP                                            --      NAP        6/10/2005    6/10/2005      No
            4.03   NAP                                            --      NAP        6/1/2005     6/1/2005       No
            4.04   NAP                                            --      NAP        4/5/2005     4/5/2005       No
            4.05   NAP                                            --      NAP        5/31/2005    5/31/2005      No
            4.06   NAP                                            --      NAP        5/31/2005    5/31/2005      No
            4.07   NAP                                            --      NAP        5/31/2005    5/31/2005      No
            4.08   NAP                                            --      NAP        6/7/2005     6/7/2005       No
            4.09   NAP                                            --      NAP        5/31/2005    5/31/2005      No
    8        5                                                                                                   No
            5.01   NAP                                            --      NAP        9/7/2005     8/29/2005      No
            5.02   NAP                                            --      NAP        8/23/2005    8/24/2005      No
            5.03   NAP                                            --      NAP        9/2/2005     9/2/2005       No
            5.04   NAP                                            --      NAP        8/31/2005    9/1/2005       No
            5.05   NAP                                            --      NAP        8/31/2005    8/25/2005      No
            5.06   NAP                                            --      NAP        8/30/2005    9/8/2005       No
            5.07   NAP                                            --      NAP        9/1/2005     8/25/2005      No
            5.08   NAP                                            --      NAP        8/25/2005    9/6/2005       No
    9        6     GSA/Food and Drug Administration           33,016   9/19/2012     7/26/2005    7/26/2005      No
             7     Tender Loving Care Health Care Srvcs Inc   34,574   9/30/2010     6/24/2005    6/24/2005      No
  7, 8       8
            8.01   NAP                                            --      NAP        9/7/2005     8/29/2005      No
            8.02   NAP                                            --      NAP        9/7/2005     9/8/2005       No
            8.03   NAP                                            --      NAP        8/30/2005    9/1/2005       No
            8.04   NAP                                            --      NAP        8/22/2005    8/24/2005      No
            8.05   NAP                                            --      NAP        8/30/2005    9/2/2005       No
            8.06   NAP                                            --      NAP        9/1/2005     9/7/2005      Yes
            8.07   NAP                                            --      NAP        8/19/2005    9/7/2005       No
            8.08   NAP                                            --      NAP        9/1/2005     9/6/2005       No
             9     GSA US Kids                                14,327   6/28/2006     3/31/2005    5/16/2005      No
             10    MetLife                                    56,212   5/31/2014     8/24/2005    7/1/2005       No


                                                                     EARTHQUAKE  TERRORISM
                                                                      INSURANCE  INSURANCE
          CONTROL    PHASE II                                         REQUIRED   REQUIRED
FOOTNOTE   NUMBER      DATE          PML %      SEISMIC REPORT DATE    (Y/N)       (Y/N)      OWNERSHIP INTEREST
------------------------------------------------------------------------------------------------------------------

    2        1                                                           No         Yes           Fee Simple
















 3, 4, 5     2                                                           No
            2.01                                                         No         Yes           Fee Simple
            2.02                                                         No         Yes           Fee Simple
            2.03                                                         No         Yes           Fee Simple
   22       2.04                                                         No         Yes            Leasehold
            2.05                                                         No         Yes           Fee Simple
            2.06                                                         No         Yes           Fee Simple
            2.07                                                         No         Yes           Fee Simple
            2.08                                                         No         Yes           Fee Simple
            2.09                                                         No         Yes           Fee Simple
            2.10                                                         No         Yes           Fee Simple
            2.11                                                         No         Yes           Fee Simple
            2.12                                                         No         Yes           Fee Simple
            2.13                                                         No         Yes           Fee Simple
            2.14                                                         No         Yes           Fee Simple
            2.15                                                         No         Yes           Fee Simple
            2.16                                                         No         Yes           Fee Simple
            2.17                                                         No         Yes           Fee Simple
            2.18                                                         No         Yes           Fee Simple
            2.19                                                         No         Yes           Fee Simple
            2.20                                                         No         Yes           Fee Simple
            2.21                                                         No         Yes           Fee Simple
            2.22                                                         No         Yes           Fee Simple
            2.23                                                         No         Yes           Fee Simple
            2.24                                                         No         Yes           Fee Simple
            2.25                                                         No         Yes           Fee Simple
            2.26                                                         No         Yes           Fee Simple
            2.27                                                         No         Yes           Fee Simple
            2.28                                                         No         Yes           Fee Simple
            2.29                                                         No         Yes           Fee Simple
            2.30                                                         No         Yes           Fee Simple
            2.31                                                         No         Yes           Fee Simple
            2.32                                                         No         Yes           Fee Simple
            2.33                                                         No         Yes           Fee Simple
            2.34                                                         No         Yes           Fee Simple
            2.35                                                         No         Yes           Fee Simple
            2.36                                                         No         Yes           Fee Simple
    6        3                                                           No         Yes           Fee Simple
















    7        4
            4.01                                                         No         Yes           Fee Simple
            4.02                                                         No         Yes           Fee Simple
            4.03                                                         No         Yes           Fee Simple
            4.04                                                         No         Yes           Fee Simple
            4.05                                                         No         Yes           Fee Simple
            4.06                                                         No         Yes           Fee Simple
            4.07                                                         No         Yes           Fee Simple
            4.08                                                         No         Yes           Fee Simple
            4.09                                                         No         Yes           Fee Simple
    8        5
            5.01                                                         No         Yes           Fee Simple
            5.02                                                         No         Yes           Fee Simple
            5.03                                                         No         Yes           Fee Simple
            5.04                                                         No         Yes           Fee Simple
            5.05                                                         No         Yes           Fee Simple
            5.06                                                         No         Yes           Fee Simple
            5.07                                                         No         Yes           Fee Simple
            5.08                                                         No         Yes           Fee Simple
    9        6                                                           No         Yes           Fee Simple
             7                                                           No         Yes           Fee Simple
  7, 8       8
            8.01                                                         No         Yes           Fee Simple
            8.02                       14            9/6/2005            No         Yes           Fee Simple
            8.03                                                         No         Yes           Fee Simple
            8.04                                                         No         Yes           Fee Simple
            8.05                                                         No         Yes           Fee Simple
            8.06    In Progress                                          No         yes           Fee Simple
            8.07                                                         No         Yes           Fee Simple
            8.08                                                         No         Yes           Fee Simple
             9                                                           No         Yes           Fee Simple
             10                                                          No         Yes           Fee Simple


                              GROUND        GROUND
                   GROUND      LEASE        LEASE
          CONTROL   LEASE     PAYMENT     EXPIRATION                                                          PARTIAL YEAR DATE
FOOTNOTE   NUMBER   (Y/N)    (ANNUAL)        DATE     2003 NOI DATE    2003 NOI   2004 NOI DATE    2004 NOI     (IF PAST 2004)
-------------------------------------------------------------------------------------------------------------------------------

    2        1        No                                             $         0                 $         0         NAP
















 3, 4, 5     2                                                       $         0                 $         0         NAV
            2.01      No                                             $         0                 $         0         NAV
            2.02      No                                             $         0                 $         0         NAV
            2.03      No                                             $         0                 $         0         NAV
   22       2.04     Yes                  12/31/2012                 $         0                 $         0         NAV
            2.05      No                                             $         0                 $         0         NAV
            2.06      No                                             $         0                 $         0         NAV
            2.07      No                                             $         0                 $         0         NAV
            2.08      No                                             $         0                 $         0         NAV
            2.09      No                                             $         0                 $         0         NAV
            2.10      No                                             $         0                 $         0         NAV
            2.11      No                                             $         0                 $         0         NAV
            2.12      No                                             $         0                 $         0         NAV
            2.13      No                                             $         0                 $         0         NAV
            2.14      No                                             $         0                 $         0         NAV
            2.15      No                                             $         0                 $         0         NAV
            2.16      No                                             $         0                 $         0         NAV
            2.17      No                                             $         0                 $         0         NAV
            2.18      No                                             $         0                 $         0         NAV
            2.19      No                                             $         0                 $         0         NAV
            2.20      No                                             $         0                 $         0         NAV
            2.21      No                                             $         0                 $         0         NAV
            2.22      No                                             $         0                 $         0         NAV
            2.23      No                                             $         0                 $         0         NAV
            2.24      No                                             $         0                 $         0         NAV
            2.25      No                                             $         0                 $         0         NAV
            2.26      No                                             $         0                 $         0         NAV
            2.27      No                                             $         0                 $         0         NAV
            2.28      No                                             $         0                 $         0         NAV
            2.29      No                                             $         0                 $         0         NAV
            2.30      No                                             $         0                 $         0         NAV
            2.31      No                                             $         0                 $         0         NAV
            2.32      No                                             $         0                 $         0         NAV
            2.33      No                                             $         0                 $         0         NAV
            2.34      No                                             $         0                 $         0         NAV
            2.35      No                                             $         0                 $         0         NAV
            2.36      No                                             $         0                 $         0         NAV
    6        3        No                                12/31/2003   $15,031,672    12/31/2004   $18,467,358      3/31/2005
















    7        4                                          12/31/2003   $16,605,300    12/31/2004   $24,347,634      4/30/2005
            4.01      No                                12/31/2003   $ 4,705,727    12/31/2004   $ 5,369,247      4/30/2005
            4.02      No                                12/31/2003   $ 3,086,664    12/31/2004   $ 5,230,087      4/30/2005
            4.03      No                                12/31/2003   $ 2,698,797    12/31/2004   $ 3,109,608      4/30/2005
            4.04      No                                12/31/2003   $ 1,485,542    12/31/2004   $ 2,742,816      4/30/2005
            4.05      No                                12/31/2003   $ 1,365,912    12/31/2004   $ 2,322,999      4/30/2005
            4.06      No                                12/31/2003   $   859,750    12/31/2004   $ 1,434,616      4/30/2005
            4.07      No                                12/31/2003   $   882,506    12/31/2004   $ 1,553,591      4/30/2005
            4.08      No                                12/31/2003   $   885,209    12/31/2004   $ 1,430,725      4/30/2005
            4.09      No                                12/31/2003   $   635,193    12/31/2004   $ 1,153,945      4/30/2005
    8        5                                          12/31/2003   $18,538,649    12/31/2004   $19,408,257      7/31/2005
            5.01      No                                12/31/2003   $ 4,072,761    12/31/2004   $ 4,666,761      7/31/2005
            5.02      No                                12/31/2003   $ 3,769,118    12/31/2004   $ 4,057,443      7/31/2005
            5.03      No                                12/31/2003   $ 2,923,632    12/31/2004   $ 2,590,326      7/31/2005
            5.04      No                                12/31/2003   $ 2,838,910    12/31/2004   $ 2,969,451      7/31/2005
            5.05      No                                12/31/2003   $ 1,707,242    12/31/2004   $ 2,059,783      7/31/2005
            5.06      No                                12/31/2003   $ 1,298,206    12/31/2004   $ 1,221,016      7/31/2005
            5.07      No                                12/31/2003   $ 1,069,249    12/31/2004   $ 1,032,622      7/31/2005
            5.08      No                                12/31/2003   $   859,531    12/31/2004   $   810,855      7/31/2005
    9        6        No                                12/31/2003   $ 1,663,954    12/31/2004   $ 4,016,750      5/31/2005
             7        No                                12/31/2003   $11,970,285    12/31/2004   $12,310,476         NAV
  7, 8       8                                          12/31/2003   $26,501,392    12/31/2004   $26,717,398      7/31/2005
            8.01      No                                12/31/2003   $ 7,152,293    12/31/2004   $ 7,867,411      7/31/2005
            8.02      No                                12/31/2003   $ 4,868,333    12/31/2004   $ 4,805,118      7/31/2005
            8.03      No                                12/31/2003   $ 2,822,776    12/31/2004   $ 3,060,335      7/31/2005
            8.04      No                                12/31/2003   $ 3,086,752    12/31/2004   $ 3,224,329      7/31/2005
            8.05      No                                12/31/2003   $ 3,207,380    12/31/2004   $ 3,260,196      7/31/2005
            8.06      No                                12/31/2003   $ 2,150,786    12/31/2004   $ 1,720,802      7/31/2005
            8.07      No                                12/31/2003   $   959,416    12/31/2004   $ 1,220,923      7/31/2005
            8.08      No                                12/31/2003   $ 2,253,656    12/31/2004   $ 1,558,284      7/31/2005
             9        No                                12/31/2003   $ 6,802,784    12/31/2004   $ 9,915,475      5/31/2005
             10       No                                12/31/2003   $12,857,575    12/31/2004   $11,205,618      6/30/2005



                    PARTIAL                                                                                         UNDERWRITTEN
          CONTROL  YEAR # OF   PARTIAL YEAR   PARTIAL YEAR  UNDERWRITTEN  UNDERWRITTEN  UNDERWRITTEN  UNDERWRITTEN   REPLACEMENT
FOOTNOTE   NUMBER    MONTHS     DECRIPTION         NOI         REVENUE      EXPENSES         NOI        NOI DSCR       RESERVE
--------------------------------------------------------------------------------------------------------------------------------

    2        1        NAP     Not Applicable      NAP       $34,894,206   $ 8,802,059   $26,092,148       1.63       $   14,796
















 3, 4, 5     2        NAV                         NAV       $32,991,964   $ 6,597,571   $26,394,393       1.23       $  619,003
            2.01      NAV                         NAV       $ 2,664,604   $   505,881   $ 2,158,723                  $   51,176
            2.02      NAV                         NAV       $ 1,706,776   $   316,480   $ 1,390,296                  $   52,700
            2.03      NAV                         NAV       $ 1,764,942   $   329,683   $ 1,435,259                  $   39,000
   22       2.04      NAV                         NAV       $ 1,588,164   $   206,105   $ 1,382,060                  $   45,500
            2.05      NAV                         NAV       $ 1,882,229   $   302,033   $ 1,580,196                  $   36,000
            2.06      NAV                         NAV       $ 1,760,459   $   425,454   $ 1,335,005                  $   27,781
            2.07      NAV                         NAV       $ 1,520,554   $   353,545   $ 1,167,009                  $   48,639
            2.08      NAV                         NAV       $ 1,474,830   $   259,303   $ 1,215,527                  $   40,375
            2.09      NAV                         NAV       $ 1,257,446   $   266,826   $   990,620                  $   10,973
            2.10      NAV                         NAV       $   998,532   $   135,931   $   862,601                  $   25,200
            2.11      NAV                         NAV       $ 1,059,466   $   181,200   $   878,266                  $   30,500
            2.12      NAV                         NAV       $   933,178   $   156,771   $   776,407                  $   20,000
            2.13      NAV                         NAV       $   946,663   $   240,062   $   706,601                  $   14,523
            2.14      NAV                         NAV       $   823,261   $   175,624   $   647,637                  $   20,240
            2.15      NAV                         NAV       $   813,136   $   145,865   $   667,271                  $   18,199
            2.16      NAV                         NAV       $   867,493   $   206,829   $   660,664                  $    7,116
            2.17      NAV                         NAV       $   845,324   $   184,987   $   660,338                  $   15,345
            2.18      NAV                         NAV       $   848,796   $   186,220   $   662,576                  $   12,887
            2.19      NAV                         NAV       $   695,243   $   125,163   $   570,080                  $    4,600
            2.20      NAV                         NAV       $   684,996   $   176,156   $   508,840                  $    6,308
            2.21      NAV                         NAV       $   892,251   $   199,565   $   692,686                  $   14,037
            2.22      NAV                         NAV       $   679,836   $   153,475   $   526,361                  $    5,446
            2.23      NAV                         NAV       $   713,233   $   154,559   $   558,673                  $    5,520
            2.24      NAV                         NAV       $   643,988   $   137,344   $   506,645                  $    4,238
            2.25      NAV                         NAV       $   487,143   $    14,553   $   472,590                  $    7,751
            2.26      NAV                         NAV       $   523,076   $   110,596   $   412,480                  $   12,346
            2.27      NAV                         NAV       $   517,579   $    52,743   $   464,836                  $    6,720
            2.28      NAV                         NAV       $   623,746   $   228,436   $   395,310                  $    5,927
            2.29      NAV                         NAV       $   438,852   $   117,446   $   321,406                  $    3,595
            2.30      NAV                         NAV       $   603,682   $   132,189   $   471,493                  $   10,000
            2.31      NAV                         NAV       $   491,600   $   173,609   $   317,991                  $    3,274
            2.32      NAV                         NAV       $   260,968   $    35,544   $   225,424                  $    4,293
            2.33      NAV                         NAV       $   242,746   $    51,947   $   190,800                  $    1,996
            2.34      NAV                         NAV       $   254,236   $    67,101   $   187,135                  $    1,888
            2.35      NAV                         NAV       $   289,239   $    64,752   $   224,487                  $    1,644
            2.36      NAV                         NAV       $   193,697   $    23,596   $   170,101                  $    3,265
    6        3         12       Trailing 12    $18,876,384  $31,506,151   $ 8,834,898   $22,671,254       1.48       $  155,274
















    7        4         12       Trailing 12    $24,862,734  $44,121,130   $17,721,118   $26,400,012       1.47       $1,379,250
            4.01       12       Trailing 12    $ 5,565,130  $ 9,903,904   $ 3,918,693   $ 5,985,211                  $  303,000
            4.02       12       Trailing 12    $ 5,357,085  $ 8,623,557   $ 3,101,075   $ 5,522,482                  $  274,500
            4.03       12       Trailing 12    $ 3,199,123  $ 5,571,112   $ 2,165,975   $ 3,405,137                  $  162,500
            4.04       12       Trailing 12    $ 2,687,158  $ 5,887,465   $ 2,729,959   $ 3,157,506                  $  200,750
            4.05       12       Trailing 12    $ 2,355,095  $ 3,916,392   $ 1,428,023   $ 2,488,369                  $  131,000
            4.06       12       Trailing 12    $ 1,520,663  $ 2,679,339   $ 1,108,400   $ 1,570,939                     $89,000
            4.07       12       Trailing 12    $ 1,622,959  $ 2,683,946   $ 1,069,636   $ 1,614,310                     $82,500
            4.08       12       Trailing 12    $ 1,401,634  $ 2,642,370   $ 1,289,746   $ 1,352,624                     $61,250
            4.09       12       Trailing 12    $ 1,153,887  $ 2,213,045   $   909,611   $ 1,303,434                  $   74,750
    8        5         12       Trailing 12    $21,123,491  $75,824,106   $52,895,746   $22,928,360       1.71       $3,032,964
            5.01       12       Trailing 12    $ 5,100,985  $17,906,675   $12,396,870   $ 5,509,805                  $  716,267
            5.02       12       Trailing 12    $ 4,495,259  $13,915,866   $ 9,232,628   $ 4,683,238                  $  556,635
            5.03       12       Trailing 12    $ 3,057,212  $11,789,139   $ 8,452,753   $ 3,336,386                  $  471,566
            5.04       12       Trailing 12    $ 3,036,618  $ 9,651,720   $ 6,474,309   $ 3,177,411                  $  386,069
            5.05       12       Trailing 12    $ 2,149,604  $ 7,967,968   $ 5,510,681   $ 2,457,287                  $  318,719
            5.06       12       Trailing 12    $ 1,492,231  $ 9,450,330   $ 7,658,013   $ 1,792,317                  $  378,013
            5.07       12       Trailing 12    $ 1,057,449  $ 3,066,591   $ 1,906,097   $ 1,160,494                  $  122,664
            5.08       12       Trailing 12    $   734,133  $ 2,075,817   $ 1,264,394   $   811,423                  $   83,033
    9        6         12       Trailing 12    $ 5,130,320  $13,984,346   $ 5,061,116   $ 8,923,230       1.19       $   61,115
             7        NAV                          NAV      $19,076,261   $ 9,163,908   $ 9,912,353       1.35       $  100,769
  7, 8       8         12       Trailing 12    $26,648,754  $96,233,538   $68,178,053   $28,055,485       1.71       $3,849,342
            8.01       12       Trailing 12    $ 8,157,195  $21,895,637   $13,306,867   $ 8,588,770                  $  875,825
            8.02       12       Trailing 12    $ 4,062,034  $12,672,069   $ 8,570,698   $ 4,101,371                  $  506,883
            8.03       12       Trailing 12    $ 3,374,609  $12,582,808   $ 8,997,349   $ 3,585,459                  $  503,312
            8.04       12       Trailing 12    $ 3,257,226  $10,436,673   $ 6,979,719   $ 3,456,954                  $  417,467
            8.05       12       Trailing 12    $ 2,961,734  $11,473,128   $ 8,442,131   $ 3,030,997                  $  458,925
            8.06       12       Trailing 12    $ 1,967,159  $ 7,126,638   $ 5,246,112   $ 1,880,526                  $  285,066
            8.07       12       Trailing 12    $ 1,435,124  $10,343,374   $ 8,654,637   $ 1,688,737                  $  413,735
            8.08       12       Trailing 12    $ 1,433,673  $ 9,703,211   $ 7,980,539   $ 1,722,672                  $  388,128
             9         12       Trailing 12    $11,531,784  $12,482,052   $ 3,212,093   $ 9,269,959       1.68          $27,602
             10        12       Trailing 12    $10,694,947  $20,747,986   $ 9,825,140   $10,922,846       2.29       $  246,901



                                                                                           ONGOING     UPFRONT      ONGOING
          CONTROL   UNDERWRITTEN   UNDERWRITTEN  UNDERWRITTEN  UNDERWRITTEN   ONGOING RE  INSURANCE  REPLACEMENT  REPLACEMENT
FOOTNOTE   NUMBER  TI/LC RESERVE  OTHER RESERVE       NCF        NCF DSCR    TAX RESERVE   RESERVE     RESERVE      RESERVE
-----------------------------------------------------------------------------------------------------------------------------

    2        1        $311,469         $0        $ 25,765,882      1.61        $      0    $     0   $         0    $      0
















 3, 4, 5     2        $992,060         $0        $ 24,783,330      1.16        $      0    $     0   $         0    $      0
            2.01      $ 55,434         $0        $  2,052,113
            2.02      $ 42,411         $0        $  1,295,185
            2.03      $ 36,621         $0        $  1,359,638
   22       2.04      $ 50,782         $0        $  1,285,777
            2.05      $ 42,260         $0        $  1,501,935
            2.06      $ 51,557         $0        $  1,255,667
            2.07      $ 56,036         $0        $  1,062,334
            2.08      $ 41,446         $0        $  1,133,706
            2.09      $ 41,458         $0        $    938,189
            2.10      $ 25,535         $0        $    811,866
            2.11      $ 32,823         $0        $    814,943
            2.12      $ 27,502         $0        $    728,905
            2.13      $ 23,549         $0        $    668,529
            2.14      $ 24,725         $0        $    602,672
            2.15      $ 17,913         $0        $    631,158
            2.16      $ 40,814         $0        $    612,734
            2.17      $ 27,091         $0        $    617,901
            2.18      $ 27,941         $0        $    621,748
            2.19      $ 33,085         $0        $    532,395
            2.20      $ 26,026         $0        $    476,506
            2.21      $ 27,058         $0        $    651,592
            2.22      $ 22,684         $0        $    498,231
            2.23      $ 23,662         $0        $    529,491
            2.24      $ 23,578         $0        $    478,828
            2.25      $ 16,509         $0        $    448,331
            2.26      $ 19,606         $0        $    380,529
            2.27      $ 12,553         $0        $    445,563
            2.28      $ 22,924         $0        $    366,460
            2.29      $ 17,590         $0        $    300,220
            2.30      $ 20,150         $0        $    441,343
            2.31      $ 15,640         $0        $    299,076
            2.32      $  9,622         $0        $    211,509
            2.33      $ 10,999         $0        $    177,805
            2.34      $  6,926         $0        $    178,321
            2.35      $ 12,470         $0        $    210,373
            2.36      $  5,078         $0        $    161,758
    6        3        $545,683         $0        $ 21,970,296      1.44        $      0    $     0   $         0    $      0
















    7        4        $      0         $0        $ 25,020,762      1.39        $238,887    $95,721   $10,385,885    $118,590
            4.01      $      0         $0        $  5,682,211
            4.02      $      0         $0        $  5,247,982
            4.03      $      0         $0        $  3,242,637
            4.04      $      0         $0        $  2,956,756
            4.05      $      0         $0        $  2,357,369
            4.06      $      0         $0        $  1,481,939
            4.07      $      0         $0        $  1,531,810
            4.08      $      0         $0        $  1,291,374
            4.09      $      0         $0        $  1,228,684
    8        5        $      0         $0        $ 19,895,396      1.48        $      0    $     0   $         0    $      0
            5.01      $      0         $0        $  4,793,538
            5.02      $      0         $0        $  4,126,603
            5.03      $      0         $0        $  2,864,821
            5.04      $      0         $0        $  2,791,342
            5.05      $      0         $0        $  2,138,568
            5.06      $      0         $0        $  1,414,304
            5.07      $      0         $0        $  1,037,830
            5.08      $      0         $0        $    728,390
    9        6        $      2         $0        $  8,862,113      1.19        $193,333    $18,437   $         0    $  3,795
             7        $671,794         $0        $  9,139,790      1.25        $399,859    $13,692   $ 1,750,000    $  8,397
  7, 8       8        $      0         $0        $ 24,206,144      1.48        $      0    $     0   $         0    $      0
            8.01      $      0         $0        $  7,712,944
            8.02      $      0         $0        $  3,594,488
            8.03      $      0         $0        $  3,082,146
            8.04      $      0         $0        $  3,039,488
            8.05      $      0         $0        $  2,572,072
            8.06      $      0         $0        $  1,595,460
            8.07      $      0         $0        $  1,275,002
            8.08      $      0         $0        $  1,334,543
             9        $358,717         $0        $  8,883,640      1.61        $108,031    $ 6,918   $     3,459    $  3,459
             10       $887,257         $0        $  9,788,688      2.05        $132,548    $24,735   $         0    $ 20,575


                                                   UPFRONT
                                                   DEFERRED
          CONTROL  UPFRONT TI/LC  ONGOING TI/LC  MAINTENANCE
FOOTNOTE   NUMBER     RESERVE        RESERVE       RESERVE                       BORROWER NAME                    RELATED SPONSOR
---------------------------------------------------------------------------------------------------------------------------------

    2        1       $         0     $     0      $        0  731 Retail One, LLC

                                                              Peoria NI Industrial One LLC, Colorado NI
                                                              Industrial One LLC, Lakeland NI Industrial LLC,
                                                              Riverview NI Industrial LLC, Lithia Springs NI
                                                              Industrial LLC, Georgia NI Industrial One LLC,
                                                              McDonough NI Industrial LLC, Indianapolis NI
                                                              Industrial No. One LLC, Indianapolis NI Industrial
                                                              No. Two LLC, Hagerstown Industrial PAS LLC,
                                                              Michigan NI Industrial LLC, Minnesota NI
                                                              Industrial LLC, Jersey NI Industrial LLC, Mebane
                                                              NI Industrial LLC, York and Middleton NI
                                                              Industrial LP, Goldsboro NI Industrial LP,
                                                              Carlisle NI Industrial LP, Lebanon NI Industrial
                                                              LLC, Nashville NI Industrial LLC, Addison NI
                                                              Industrial No. One LP and Martinsburg NI
                                                              Industrial LLC
 3, 4, 5     2       $         0     $     0      $        0
            2.01
            2.02
            2.03
   22       2.04
            2.05
            2.06
            2.07
            2.08
            2.09
            2.10
            2.11
            2.12
            2.13
            2.14
            2.15
            2.16
            2.17
            2.18
            2.19
            2.20
            2.21
            2.22
            2.23
            2.24
            2.25
            2.26
            2.27
            2.28
            2.29
            2.30
            2.31
            2.32
            2.33
            2.34
            2.35
            2.36
    6        3       $         0     $     0      $        0  Lynnhaven Mall L.L.C.

                                                              SRH/LA Cove Village Apartments, LLC; SRH/LA Dutch
                                                              Village Apartments, LLC; SRH/LA Fontana
                                                              Apartments, LLC; SRH/LA Hamilton Manor Apartments,
                                                              LLC; SRH/LA Highland #179 Apartments, LLC; SRH/LA
                                                              Highland #241 Apartments, LLC; SRH/LA Highland
                                                              #689 Apartments, LLC; SRH/LA Pleasantview
                                                              Apartments, LLC; SRH/LA Riverview Apartments, LLC;
                                                              SRH/LA Whispering Woods #250 Apartments, LLC;
                                                              SRH/LA Whispering Woods #299 Apartments, LLC;
                                                              SRH/LA Whitemarsh I, II, V Apartments, LLC; SRH/LA
                                                              Whitemarsh III Apartments, LLC; SRH/LA Whitemarsh
                                                              IVA Apartments, LLC; SRH/LA Whitemarsh IVB
                                                              Apartments, LLC; SRH/LA Harbor Point I, II IV
                                                              Apartments, LLC; SRH/LA Harbor Point III
                                                              Apartments, LLC
    7        4       $         0     $     0      $  632,803
            4.01
            4.02
            4.03
            4.04
            4.05
            4.06
            4.07
            4.08
            4.09
    8        5       $        0      $     0      $        0  Atrium Finance II, LP                               R-001
            5.01
            5.02
            5.03
            5.04
            5.05
            5.06
            5.07
            5.08
    9        6       $3,950,000      $ 8,458      $        0  West Loop Associates LLC
             7       $        0      $69,969      $6,227,813  RP Stellar Strong Island Owner LLC
  7, 8       8       $        0      $     0      $        0  Atrium Finance I, LP                                R-001
            8.01
            8.02
            8.03
            8.04
            8.05
            8.06
            8.07
            8.08
             9       $        0      $      0     $  668,750  RPT 1425 New York Avenue, LLC
             10      $1,054,474      $118,306     $  744,490  Cross Point Limited Partnership


1    The Open Period is inclusive of the Maturity Date

2    Container Store has an executed lease but is not yet in occupancy. They are
     expected to open in March 2006.

3    Ongoing reserve amounts for RE Tax, Insurance, TI/LC and Replacement
     Reserves are yet to be determined.

4    The Appraisal Value reflects an overall portfolio valuation which is
     greater than the sum of the individual property appraised values.

5    The Monthly Payment is a calculated average of the future principal and
     interest payments for the 12-month period beginning with the payment in
     October 2012 thru the payment in September 2013. The Annual Debt Service is
     the sum of the scheduled principal and interest for the same period. The
     Underwritten NOI DSCR and Underwritten NCF DSCR are based on the required
     amortization schedule and interest payments for the 12-month period
     beginning with the payment in October 2012 through the payment in September
     2013.

6    The Cut-off Date LTV and Underwritten NCF DSCR are based on the total
     $251,000,000 financing reduced by the $15,000,000 performance guarantee.

7    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 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.

8    The Scheduled Maturity Date LTV is calculated utilizing the stabilized
     appraised value.

9    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 excludes
     the cut-off date principal balance of any subordinate mortgage loan in that
     split loan structure.

10   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.

11   The Cut-off Date LTV and Maturity Date LTV are calculated net of
     $16,500,000 in reserves.

12   Borrowing entity utilizes a tenant-in-common structure

13   The pari passu companion loan is a future funding obligation of GCFP.
     Underwritten debt service coverage ratios and loan to appraised value
     ratios shown in this prospectus supplement are calculated as if the
     $9,400,000 advance was funded.

14   The 730 month Original Amortization term is approximate. Amortization for
     the loan is based on $20,000,000 interest only and $2,000,000 amortizing on
     a 360 month schedule. See Annex A-3 for actual amortization schedule.

15   The Monthly Payment is a calculated average of the future principal and
     interest payments for the 12-month period beginning with the payment in
     November 2005 thru the payment in October 2006. The Annual Debt Service is
     the sum of the scheduled principal and interest for the same period. The
     Underwritten NOI DSCR and Underwritten NCF DSCR are based on the required
     amortization schedule and interest payments for the 12-month period
     beginning with the payment in November 2005 through the payment in October
     2006.

16   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 as applicable.

17   All reserves are estimated and final reserve amounts will be determined at
     loan closing.

18   Prior to October 21, 2005, the ground lessor is required to convey its fee
     interest to the borrower in exchange for a limited partnership interest in
     the borrower. If the conveyance does not take place on or prior to such
     date, the loan documents provide that the interest rate on the related
     mortgage loan will be increased by 0.05%

19   The mortgage loan is fully payable on its initial maturity date on August
     6, 2014 with an exit fee if the loan's extension option is not exercised or
     otherwise fully prepayable on its final maturity date on August 6, 2018
     without an exit fee. For purposes of all calculations, we have assumed the
     loan term through the final maturity date.

20   The Appraisal Value reflects the stabilized appraisal value with
     stabilization that is expected to occur in November 2005.

21   Property is leased by Alamo Rent-A-Car. The property size and largest
     tenant size shown include 15,981 sf of building space 36,212 sf of parking
     space.

22   Borrower is required to pay as rent, on or before June 1 and December 1 of
     each year of the term, a sum equal to the amount payable as principal and
     interest on the bonds issued by the ground lessor and purchased by
     Borrower. The bonds were issued on September 1, 2002 in the principal
     amount of $14,200,000 with a coupon of 6.5% and a maturity date of December
     31, 2012. See "Annex B - Structural and Collateral Term Sheet - Ten Largest
     Mortgage Loans - Schron Industrial Portfolio.





          CONTROL
FOOTNOTE   NUMBER       SELLER                                 PROPERTY NAME
-------------------------------------------------------------------------------------------------------------------------

   10       11           GCFP        Shaner Hotel Portfolio
           11.01                     Newport Harbor Hotel
           11.02                     Marriott - Pittsburgh, PA
           11.03                     Holiday Inn - Jacksonville Beach, FL (re-flag to Courtyard Marriott)
           11.04                     Cromwell Crowne Plaza
           11.05                     Residence Inn - Edina, MN
           11.06                     Marriott - Chattanooga, TN
           11.07                     Marriott - Durham, NC
           11.08                     Paramus Crowne Plaza
           11.09                     Holiday Inn Express - Charleston, WV
           11.10                     Holiday Inn - Shreveport, LA
           11.11                     Holiday Inn - Augusta, GA
             12          GCFP        Concord & Foulkstone
             13          GCFP        One City Centre
    7        14          GCFP        Wells Fargo Center
             15          GCFP        Benaroya - Met Park West
             16          GCFP        33 Benedict Place
             17          GCFP        Promenade at Howard Hughes
    9        18          GCFP        Windsor/RECP Hotel Portfolio
           18.01                     Courtyard Marriott - Santa Rosa, CA
           18.02                     Courtyard Marriott - Sacramento, CA
           18.03                     Courtyard Marriott - Vacaville, CA
           18.04                     Country Inn & Suites - Port Hueneme, CA
           18.05                     Courtyard Marriott - Modesto, CA
    7        19          GSMC        San Francisco Centre
             20          GSMC        Imperial Valley
             21          GSMC        River Park Square Retail
             22          GCFP        555 Ninth Street
             23          GCFP        Austin Oaks Office
             24          GCFP        Meadowbrook North
             25          GCFP        9201 Sunset
             26          GCFP        Doubletree - Boston, MA
             27          GCFP        Guam Shopping Center
             28          GCFP        BPG - Dulles North
           28.01                     Embassy Suites - Dulles, VA
           28.02                     Homewood Suites - Dulles, VA
             29          GCFP        Senator Office Building
   11        30          GCFP        Doubletree - Bethesda, MD
             31          GSMC        San Vicente Office
             32          GCFP        River Park Plaza
   12        33          GSMC        4 Hutton On the Lake
             34          GSMC        Mountaingate Plaza
    9        35          GCFP        Dahn Corp - NJ Self Storage Portfolio
           35.01                     Storage USA - Fort Lee
           35.02                     Storage Post - Union
           35.03                     Storage Post - Watchung
   12        36          GSMC        Hookston Square
    8        37          GSMC        Canyon Crest Towne Centre
  7, 13      38          GCFP        Centra Portfolio
           38.01                     Centra Point Building 2
           38.02                     Centra Point Building 4
           38.03                     Centra Point Building 3
           38.04                     Centra Point Building 8
            39           GCFP        Jelms Hotel Portfolio
           39.01                     Fairfield Inn & Suites - Jacksonville, FL
           39.02                     Holiday Inn Express - State College, PA
           39.03                     Springhill Suites - State College, PA
           39.04                     Holiday Inn - Muscatine, IA
           39.05                     Hampton Inn and Suites - State College, PA
           39.06                     Hampton Inn - Andover, MA
             40          GSMC        Fisher and Kahn Building


          CONTROL
FOOTNOTE   NUMBER                                 STREET ADDRESS                                        CITY
---------------------------------------------------------------------------------------------------------------------------

   10       11
           11.01   49 America's Cup Avenue                                                         Newport
           11.02   112 Washington Place                                                            Pittsburgh
           11.03   1617 North 1st Street                                                           Jacksonville Beach
           11.04   100 Berlin Road                                                                 Cromwell
           11.05   3400 Edinborough Way                                                            Edina
           11.06   Two Carter Plaza                                                                Chattanooga
           11.07   201 Foster Street                                                               Durham
           11.08   601 From Road                                                                   Paramus
           11.09   100 Civic Center Drive                                                          Charleston
           11.10   5555 Financial Plaza                                                            Shreveport
           11.11   2155 Gordon Highway                                                             Augusta
             12    3411-3535 Silverside Road & 1403-17 Foulk Road                                  Wilmington
             13    1021 Main Street                                                                Houston
    7        14    1700 Lincoln Street                                                             Denver
             15    1100 Olive Way                                                                  Seattle
             16    33 Benedict Place                                                               Greenwich
             17    6081 Center Drive                                                               Los Angeles
    9        18
           18.01   175 Railroad Street                                                             Santa Rosa
           18.02   4422 Y Street                                                                   Sacramento
           18.03   120 Nut Tree Parkway                                                            Vacaville
           18.04   350 East Hueneme Road                                                           Port Hueneme
           18.05   1720 Sisk Road                                                                  Modesto
    7        19    865 Market Street                                                               San Francisco
             20    3451 South Dogwood Road                                                         El Centro
             21    808 West Main Avenue                                                            Spokane
             22    555 Ninth Street                                                                San Francisco
             23    3409-3737 Executive Center Drive                                                Austin
             24    100, 300, 500, 1200 Corporate Parkway                                           Birmingham
             25    9201 Sunset                                                                     Los Angeles
             26    821 Washington Street                                                           Boston
             27    199 Chalan San Antonio Highway (Route 14)                                       Tamuning
             28
           28.01   44610 Waxpool Road                                                              Ashburn
           28.02   44620 Waxpool Road                                                              Dulles
             29    1121 L Street                                                                   Sacramento
   11        30    8120 Wisconsin Avenue                                                           Bethesda
             31    6310 & 6330 San Vicente Boulevard                                               Los Angeles
             32    10 River Park Plaza                                                             Saint Paul
   12        33    4 Hutton Centre Drive                                                           Santa Ana
             34    1101 East Los Angeles Avenue                                                    Simi Valley
    9        35
           35.01   1514 Bergen Boulevard                                                           Fort Lee
           35.02   2035 Route 22 West                                                              Union
           35.03   1559 Route 22                                                                   Watchung
   12        36    3478-3480 Buskirk Avenue                                                        Pleasant Hill
    8        37    5225 Canyon Crest Drive                                                         Riverside
  7, 13      38
           38.01   8337 West Sunset Road                                                           Las Vegas
           38.02   8311 West Sunset Road                                                           Las Vegas
           38.03   8329 West Sunset Road                                                           Las Vegas
           38.04   8301 West Sunset Road                                                           Las Vegas
            39
           39.01   1616 North First Street                                                         Jacksonville
           39.02   1925 Waddle Road                                                                State College
           39.03   1935 Waddle Road                                                                State College
           39.04   2915 N. Highway 61                                                              Muscatine
           39.05   1955 Waddle Road                                                                State College
           39.06   224 Winthrop Avenue                                                             Lawrence
             40    3011 West Grand Boulevard & 7430 Second Avenue                                  Detroit


          CONTROL
FOOTNOTE   NUMBER    STATE                COUNTY         ZIP CODE    PROPERTY TYPE        PROPERTY TYPE DETAIL
---------------------------------------------------------------------------------------------------------------------

   10       11
           11.01   Rhode Island    Newport                 02840   Hospitality       Full Service
           11.02   Pennsylvania    Allegheny               15219   Hospitality       Full Service
           11.03   Florida         Duval                   32250   Hospitality       Full Service
           11.04   Connecticut     Middlesex               06416   Hospitality       Full Service
           11.05   Minnesota       Hennepin                55435   Hospitality       Limited Service
           11.06   Tennessee       Hamilton                37402   Hospitality       Full Service
           11.07   North Carolina  Durham                  27701   Hospitality       Full Service
           11.08   New Jersey      Bergen                  07652   Hospitality       Full Service
           11.09   West Virginia   Kanawha                 25301   Hospitality       Limited Service
           11.10   Louisiana       Caddo                   71129   Hospitality       Full Service
           11.11   Georgia         Richmond                30909   Hospitality       Full Service
             12    Delaware        New Castle              19801   Office            General Suburban
             13    Texas           Harris                  77002   Office            General Urban
    7        14    Colorado        Denver                  80203   Office            General Urban
             15    Washington      King                    98101   Office            General Urban
             16    Connecticut     Fairfield               06830   Office            General Suburban
             17    California      Los Angeles             90045   Retail            Anchored
    9        18
           18.01   California      Sonoma                  95401   Hospitality       Limited Service
           18.02   California      Sacramento              95817   Hospitality       Full Service
           18.03   California      Solano                  95687   Hospitality       Full Service
           18.04   California      Ventura                 93041   Hospitality       Limited Service
           18.05   California      Stanislaus              95350   Hospitality       Limited Service
    7        19    California      San Francisco           94103   Retail            Anchored
             20    California      Imperial                92243   Retail            Regional Mall
             21    Washington      Spokane                 99201   Retail            Anchored
             22    California      San Francisco           94103   Retail            Anchored
             23    Texas           Travis                  78731   Office            General Suburban
             24    Alabama         Shelby                  35242   Office            General Urban
             25    California      Los Angeles             90069   Office            Medical
             26    Massachusetts   Suffolk                 02111   Hospitality       Full Service
             27    Guam            Guam                    96913   Retail            Anchored
             28
           28.01   Virginia        Loudoun                 20147   Hospitality       Full Service
           28.02   Virginia        Loudoun                 20147   Hospitality       Extended Stay
             29    California      Sacramento              95814   Office            General Suburban
   11        30    Maryland        Montgomery              20814   Hospitality       Full Service
             31    California      Los Angeles             90048   Office            General Urban
             32    Minnesota       Ramsey                  55107   Office            General Suburban
   12        33    California      Orange                  92707   Office            General Suburban
             34    California      Ventura                 93065   Retail            Anchored
    9        35
           35.01   New Jersey      Bergen                  07083   Self-Storage      Self-Storage
           35.02   New Jersey      Union                   07083   Self-Storage      Self-Storage
           35.03   New Jersey      Somerset                07069   Self-Storage      Self-Storage
   12        36    California      Contra Costa            94523   Office            General Suburban
    8        37    California      Riverside               92507   Retail            Anchored
  7, 13      38
           38.01   Nevada          Clark                   89113   Office            General Suburban
           38.02   Nevada          Clark                   89113   Office            General Suburban
           38.03   Nevada          Clark                   89113   Office            General Suburban
           38.04   Nevada          Clark                   89113   Office            General Suburban
            39
           39.01   Florida         Duval                   32250   Hospitality       Limited Service
           39.02   Pennsylvania    Centre                  16803   Hospitality       Limited Service
           39.03   Pennsylvania    Centre                  16803   Hospitality       Limited Service
           39.04   Iowa            Muscatine               52761   Hospitality       Full Service
           39.05   Pennsylvania    Centre                  16803   Hospitality       Limited Service
           39.06   Massachusetts   Essex                   01843   Hospitality       Limited Service
             40    Michigan        Wayne                   48202   Office            General Suburban


          CONTROL
FOOTNOTE   NUMBER     YEAR BUILT     YEAR RENOVATED   NUMBER OF UNITS  UNIT DESCRIPTION  LOAN PER UNIT  ORIGINAL BALANCE
------------------------------------------------------------------------------------------------------------------------

   10       11                                                  2,247  Rooms               $ 47,688.09      $ 82,500,000
           11.01         1969             2003                    133  Rooms
           11.02         1964             2003                    402  Rooms
           11.03         1969             2005                    143  Rooms
           11.04         1968             2005                    215  Rooms
           11.05         1990             2001                    133  Rooms
           11.06         1985                                     342  Rooms
           11.07         1989                                     187  Rooms
           11.08         1972             2003                    120  Rooms
           11.09         1972             2001                    196  Rooms
           11.10         1982                                     226  Rooms
           11.11         1986                                     150  Rooms
             12          1978             2005                789,505  sf                  $     98.80      $ 78,000,000
             13          1961             2004                594,595  sf                  $    128.66      $ 76,500,000
    7        14          1982             2002              1,210,102  sf                  $    228.08      $ 76,000,000
             15          1980                                 335,673  sf                  $    221.94      $ 74,500,000
             16          1972             1998                119,344  sf                  $    586.54      $ 70,000,000
             17          2001                                 248,036  sf                  $    260.37      $ 64,580,000
    9        18                                                   665  Rooms               $ 90,225.56      $ 60,000,000
           18.01         1989             1999                    138  Rooms
           18.02         2001                                     139  Rooms
           18.03         1997                                     127  Rooms
           18.04         1986             1999                    135  Rooms
           18.05         1990             2000                    126  Rooms
    7        19          1988              NAP                186,103  sf                  $    644.80      $ 60,000,000
             20          2005              NAP                266,361  sf                  $    224.99      $ 60,000,000
             21    1974, 1999, 2001     1999-2001             373,859  sf                  $    149.79      $ 56,000,000
             22          1991             2002                148,832  sf                  $    335.95      $ 50,000,000
             23          1973             1985                439,959  sf                  $    109.10      $ 48,000,000
             24          1988                                 504,954  sf                  $     95.06      $ 48,000,000
             25          1963             2005                159,086  sf                  $    282.87      $ 45,000,000
             26          2000                                     267  Rooms               $166,758.59      $ 44,650,000
             27          1975             2004                238,643  sf                  $    184.38      $ 44,000,000
             28                                                   244  Rooms               $176,229.51      $ 43,000,000
           28.01         2005                                     154  Rooms
           28.02         2005                                      90  Rooms
             29          1924             1982                171,679  sf                  $    223.09      $ 38,300,000
   11        30          1971             2001                    269  Rooms               $141,263.94      $ 38,000,000
             31       1965, 1970          1993                209,177  sf                  $    169.27      $ 35,520,000
             32          1988             1988                328,600  sf                  $    104.99      $ 34,500,000
   12        33          1988             2002                210,041  sf                  $    153.54      $ 32,250,000
             34       1965, 1989           NAP                251,000  sf                  $    125.50      $ 31,500,000
    9        35                                                 2,707  Units               $ 11,555.23      $ 31,280,000
           35.01         2000                                   1,004  Units
           35.02         2002                                     913  Units
           35.03         2003                                     790  Units
   12        36       1982, 1985       2000, 2003             206,614  sf                  $    147.62      $ 30,500,000
    8        37    1979-1982, 2005    1999-Ongoing            242,330  sf                  $    121.73      $ 29,500,000
  7, 13      38                                               199,903  sf                  $    189.09      $ 28,400,000
           38.01         2005                                  56,339  sf
           38.02         2005                                  46,782  sf
           38.03         2005                                  46,782  sf
           38.04         2006                                  50,000  sf
            39                                                    563  Rooms               $ 50,018.58      $ 28,200,000
           39.01         2004                                      76  Rooms
           39.02         1999             2004                    106  Rooms
           39.03         2003                                      72  Rooms
           39.04         1976             2004                    112  Rooms
           39.05         2001                                      71  Rooms
           39.06         1987                                     126  Rooms
             40    1929, 1931, 1964        NAP                778,300  sf                  $     34.69      $ 27,000,000


                     CUT-OFF DATE
                    BALANCE AS OF    ALLOCATED CUT-
          CONTROL      NOVEMBER     OFF DATE BALANCE  % OF INITIAL  INTEREST  ADMINISTRATIVE     MONTHLY         ANNUAL
FOOTNOTE   NUMBER       2005        (MULTI-PROPERTY)  POOL BALANCE    RATE          FEE          PAYMENT      DEBT SERVICE
---------------------------------------------------------------------------------------------------------------------------

   10       11     $ 82,388,627.46                        1.9%       5.7100%      0.0204%     $  672,439.94  $ 8,069,279.29
           11.01                     $ 16,686,304.30
           11.02                     $  9,733,677.51
           11.03                     $  9,733,677.51
           11.04                     $  8,377,915.28
           11.05                     $  8,169,336.48
           11.06                     $  7,995,520.81
           11.07                     $  6,778,811.12
           11.08                     $  4,866,838.75
           11.09                     $  4,484,444.28
           11.10                     $  2,781,050.72
           11.11                     $  2,781,050.72
             12    $ 78,000,000.00   $ 78,000,000.00      1.8%       5.6120%      0.0204%     $  448,372.00  $ 5,380,464.00
             13    $ 76,500,000.00   $ 76,500,000.00      1.7%       5.1500%      0.0204%     $  417,710.06  $ 5,012,520.72
    7        14    $ 76,000,000.00   $ 76,000,000.00      1.7%       5.2570%      0.0204%     $1,225,903.19  $14,710,838.33
             15    $ 74,500,000.00   $ 74,500,000.00      1.7%       5.5400%      0.0204%     $  348,718.63  $ 4,184,623.61
             16    $ 70,000,000.00   $ 70,000,000.00      1.6%       5.2250%      0.0204%     $  309,024.88  $ 3,708,298.61
             17    $ 64,580,000.00   $ 64,580,000.00      1.5%       4.8250%      0.0204%     $  339,805.45  $ 4,077,665.40
    9        18    $ 60,000,000.00                        1.4%       6.0400%      0.0204%     $  388,049.24  $ 4,656,590.88
           18.01                     $ 13,689,759.04
           18.02                     $ 13,644,578.31
           18.03                     $ 11,475,903.61
           18.04                     $ 11,430,722.89
           18.05                     $  9,759,036.14
    7        19    $ 60,000,000.00   $ 60,000,000.00      1.4%       4.7800%      0.0204%     $  484,638.89  $ 5,815,666.68
             20    $ 59,927,706.84   $ 59,927,706.84      1.4%       4.9850%      0.0204%     $  321,543.16  $ 3,858,517.92
             21    $ 56,000,000.00   $ 56,000,000.00      1.3%       5.1000%      0.0304%     $  304,051.89  $ 3,648,622.68
             22    $ 50,000,000.00   $ 50,000,000.00      1.1%       5.2140%      0.0204%     $  220,267.36  $ 2,643,208.33
             23    $ 48,000,000.00   $ 48,000,000.00      1.1%       5.6050%      0.0404%     $  275,709.27  $ 3,308,511.24
             24    $ 48,000,000.00   $ 48,000,000.00      1.1%       6.3700%      0.0204%     $  258,338.89  $ 3,100,066.67
             25    $ 45,000,000.00   $ 45,000,000.00      1.0%       5.2600%      0.0204%     $  248,770.46  $ 2,985,245.52
             26    $ 44,524,544.85   $ 44,524,544.85      1.0%       5.8260%      0.0204%     $  282,950.26  $ 3,395,403.12
             27    $ 44,000,000.00   $ 44,000,000.00      1.0%       5.8300%      0.0204%     $  259,012.54  $ 3,108,150.48
             28    $ 43,000,000.00                        1.0%       6.2200%      0.0204%     $  282,860.96  $ 3,394,331.52
           28.01                     $ 27,520,000.00
           28.02                     $ 15,480,000.00
             29    $ 38,300,000.00   $ 38,300,000.00      0.9%       5.3220%      0.0204%     $  213,205.24  $ 2,558,462.88
   11        30    $ 38,000,000.00   $ 38,000,000.00      0.9%       6.2720%      0.0204%     $  201,371.85  $ 2,416,462.22
             31    $ 35,406,636.21   $ 35,406,636.21      0.8%       5.2100%      0.0204%     $  195,263.67  $ 2,343,164.04
             32    $ 34,500,000.00   $ 34,500,000.00      0.8%       5.4900%      0.0204%     $  195,670.80  $ 2,348,049.60
   12        33    $ 32,250,000.00   $ 32,250,000.00      0.7%       5.2200%      0.0204%     $  177,486.91  $ 2,129,842.92
             34    $ 31,500,000.00   $ 31,500,000.00      0.7%       5.3020%      0.0204%     $  174,960.07  $ 2,099,520.84
    9        35    $ 31,280,000.00                        0.7%       6.7380%      0.0204%     $  202,632.04  $ 2,431,584.48
           35.01                     $ 12,407,733.33
           35.02                     $  9,526,181.82
           35.03                     $  9,346,084.85
   12        36    $ 30,500,000.00   $ 30,500,000.00      0.7%       5.4000%      0.0204%     $  171,266.89  $ 2,055,202.68
    8        37    $ 29,500,000.00   $ 29,500,000.00      0.7%       4.7300%      0.0704%     $  153,530.54  $ 1,842,366.48
  7, 13      38    $ 28,400,000.00                        0.6%       5.5700%      0.0204%     $  218,136.17  $ 2,617,634.04
           38.01                     $ 11,200,000.00
           38.02                     $  8,700,000.00
           38.03                     $  8,500,000.00
           38.04                     $          0.00
            39     $ 28,160,460.04                        0.6%       5.5100%      0.0204%     $  173,341.12  $ 2,080,093.44
           39.01                     $  7,689,203.63
           39.02                     $  6,041,517.14
           39.03                     $  3,894,531.71
           39.04                     $  3,594,952.35
           39.05                     $  3,495,092.56
           39.06                     $  3,445,162.67
             40    $ 27,000,000.00   $ 27,000,000.00      0.6%       5.1400%      0.0604%     $  147,260.78  $ 1,767,129.36


                                     INTEREST                 FIRST     LAST IO   FIRST P&I
          CONTROL                     ACCRUAL                PAYMENT    PAYMENT    PAYMENT   PAYMENT
FOOTNOTE   NUMBER  BALLOON BALANCE    METHOD     NOTE DATE     DATE      DATE        DATE      DAY
----------------------------------------------------------------------------------------------------

   10       11     $ 63,251,597.33  Actual/360   9/21/2005  11/6/2005             11/6/2005     6
           11.01
           11.02
           11.03
           11.04
           11.05
           11.06
           11.07
           11.08
           11.09
           11.10
           11.11
             12    $ 66,989,475.41  Actual/360   9/15/2005  11/6/2005  10/6/2006  11/6/2006     6
             13    $ 69,357,925.04  Actual/360   7/28/2005   9/6/2005   8/6/2009   9/6/2009     6
    7        14    $ 76,000,000.00  Actual/360   3/15/2005   5/6/2005   4/6/2015                6
             15    $ 74,500,000.00  Actual/360  10/20/2005  12/6/2005  11/6/2010                6
             16    $ 70,000,000.00  Actual/360   6/24/2005   8/6/2005   7/6/2015                6
             17    $ 61,620,069.62  Actual/360   6/15/2005   8/6/2005   7/6/2012   8/6/2012     6
    9        18    $ 57,258,067.80  Actual/360   8/11/2005  10/6/2005   2/6/2008   3/6/2008     6
           18.01
           18.02
           18.03
           18.04
           18.05
    7        19    $ 60,000,000.00  Actual/360   7/1/2005    8/6/2005   7/6/2015                6
             20    $ 48,901,555.59    30/360     9/16/2005  11/1/2005             11/1/2005     1
             21    $ 48,579,254.18  Actual/360   9/28/2005  11/6/2005  10/6/2007  11/6/2007     6
             22    $ 50,000,000.00  Actual/360   9/15/2005  11/6/2005  10/6/2015                6
             23    $ 46,112,926.50  Actual/360  10/15/2005  12/6/2005  11/6/2007  12/6/2007     6
             24    $ 48,000,000.00  Actual/360   7/29/2005   9/6/2005   8/6/2010                6
             25    $ 43,101,162.35  Actual/360   7/5/2005    8/6/2005   7/6/2012   8/6/2012     6
             26    $ 34,365,916.52  Actual/360   9/1/2005   10/6/2005             10/6/2005     6
             27    $ 37,119,722.38  Actual/360  10/11/2005  12/6/2005             12/6/2005     6
             28    $ 38,780,006.92  Actual/360   8/26/2005  10/6/2005   6/6/2006   7/6/2006     6
           28.01
           28.02
             29    $ 34,132,618.62  Actual/360   10/7/2005  12/6/2005  11/6/2008  12/6/2008     6
   11        30    $ 38,000,000.00  Actual/360   10/7/2005  12/6/2005  11/6/2010                6
             31    $ 29,399,882.70  Actual/360   8/4/2005    9/6/2005              9/6/2005     6
             32    $ 32,594,652.50  Actual/360   9/21/2005  11/6/2005  10/6/2006  11/6/2006     6
   12        33    $ 28,062,253.95  Actual/360   6/30/2005   8/1/2005   7/1/2007   8/1/2007     1
             34    $ 30,186,220.15  Actual/360   7/18/2005   9/6/2005   8/6/2007   9/6/2007     6
    9        35    $ 29,535,730.35  Actual/360   8/26/2005  10/6/2005   9/6/2010  10/6/2010     6
           35.01
           35.02
           35.03
   12        36    $ 27,775,648.12  Actual/360   9/29/2005  11/1/2005  10/1/2009  11/1/2009     1
    8        37    $ 25,955,715.90  Actual/360   7/28/2005   9/1/2005   8/1/2008   9/1/2008     1
  7, 13      38    $ 23,767,985.76  Actual/360   8/26/2005  10/6/2005   2/6/2006  3/6/2006      6
           38.01
           38.02
           38.03
           38.04
            39     $ 21,470,760.80  Actual/360   9/21/2005  11/6/2005             11/6/2005     6
           39.01
           39.02
           39.03
           39.04
           39.05
           39.06
             40    $ 23,972,203.34  Actual/360   6/29/2005   8/1/2005   7/1/2008   8/1/2008     1


                                                                                                                   GRACE
          CONTROL                                                                                                  DAYS -
FOOTNOTE   NUMBER                                       GRACE DAYS - LATE FEE                                     DEFAULT
-------------------------------------------------------------------------------------------------------------------------

   10       11                                                   0                                                   0
           11.01
           11.02
           11.03
           11.04
           11.05
           11.06
           11.07
           11.08
           11.09
           11.10
           11.11
             12                                                  0                                                   0
             13                                                  0                                                   0
    7        14                                                  0                                                   0
             15                                                  0                                                   0
             16                                                  0                                                   0
             17                                                  0                                                   0
    9        18                                                  0                                                   0
           18.01
           18.02
           18.03
           18.04
           18.05
    7        19                                                  0                                                   0
             20                                                  5                                                   5
             21                                                  0                                                   0
             22                                                  0                                                   0
             23                                                  0                                                   0
             24                                                  0                                                   0
             25                                                  0                                                   0
             26                                                  0                                                   0
             27                                                  0                                                   0
             28                                                  0                                                   0
           28.01
           28.02
             29                                                  0                                                   0
   11        30                                                  0                                                   0
             31                                                  0                                                   0
             32                                                  0                                                   0
   12        33                                                  5                                                   5
             34                                                  0                                                   0
    9        35                                                  0                                                   0
           35.01
           35.02
           35.03
   12        36                                                  5                                                   5
    8        37                                                  5                                                   5
  7, 13      38                                                  0                                                   0
           38.01
           38.02
           38.03
           38.04
            39                                                   0                                                   0
           39.01
           39.02
           39.03
           39.04
           39.05
           39.06
             40                                                  5                                                   5


                                                    ORIGINAL  REMAINING  ORIGINAL  REMAINING    ORIGINAL      REMAINING
          CONTROL    LOAN TYPE (IO, AMORTIZING,     INTEREST   INTEREST    LOAN       LOAN    AMORTIZATION  AMORTIZATION
FOOTNOTE   NUMBER           IO AMORTIZING)         ONLY TERM  ONLY TERM    TERM       TERM        TERM          TERM
------------------------------------------------------------------------------------------------------------------------

   10       11               Amortizing                 0          0        120       119          300           299
           11.01
           11.02
           11.03
           11.04
           11.05
           11.06
           11.07
           11.08
           11.09
           11.10
           11.11
             12    Interest Only, Then Amortizing      12         11        120       119          360           360
             13    Interest Only, Then Amortizing      48         45        120       117          360           360
    7        14             Interest Only             120        113        120       113           NA            NA
             15             Interest Only              60         60         60        60           NA            NA
             16             Interest Only             120        116        120       116           NA            NA
             17    Interest Only, Then Amortizing      84         80        120       116          360           360
    9        18    Interest Only, Then Amortizing      29         27         60        58          300           300
           18.01
           18.02
           18.03
           18.04
           18.05
    7        19             Interest Only             120        116        120       116           NA            NA
             20              Amortizing                 0          0        119       118          360           359
             21    Interest Only, Then Amortizing      24         23        120       119          360           360
             22             Interest Only             120        119        120       119           NA            NA
             23    Interest Only, Then Amortizing      24         24         60        60          360           360
             24             Interest Only              60         57         60        57           NA            NA
             25    Interest Only, Then Amortizing      84         80        120       116          360           360
             26              Amortizing                 0          0        120       118          300           298
             27              Amortizing                 0          0        120       120          360           360
             28    Interest Only, Then Amortizing       9          7         72        70          300           300
           28.01
           28.02
             29    Interest Only, Then Amortizing      36         36        120       120          360           360
   11        30             Interest Only              60         60         60        60           NA            NA
             31              Amortizing                 0          0        120       117          360           357
             32    Interest Only, Then Amortizing      12         11         60        59          360           360
   12        33    Interest Only, Then Amortizing      24         20        120       116          360           360
             34    Interest Only, Then Amortizing      24         21         60        57          360           360
    9        35    Interest Only, Then Amortizing      60         58        120       118          360           360
           35.01
           35.02
           35.03
   12        36    Interest Only, Then Amortizing      48         47        120       119          360           360
    8        37    Interest Only, Then Amortizing      36         33        120       117          360           360
  7, 13      38    Interest Only, Then Amortizing       5          3        125       123          360           360
           38.01
           38.02
           38.03
           38.04
            39               Amortizing                 0          0        120       119          300           299
           39.01
           39.02
           39.03
           39.04
           39.05
           39.06
             40    Interest Only, Then Amortizing      36         32        120       116          360           360


                                               HYPER                              CROSS           CROSS
          CONTROL                            AMORTIZING              CASH     COLLATERALIZED  COLLATERALIZED
FOOTNOTE   NUMBER  SEASONING  MATURITY DATE     LOAN     LOCKBOX  MANAGEMENT       (Y/N)          GROUP
------------------------------------------------------------------------------------------------------------

   10       11         1        10/6/2015        No        Hard    Springing        No             NAP
           11.01
           11.02
           11.03
           11.04
           11.05
           11.06
           11.07
           11.08
           11.09
           11.10
           11.11
             12        1        10/6/2015        No        Hard    Springing        No             NAP
             13        3         8/6/2015        No        Hard    Springing        No             NAP
    7        14        7         4/6/2015        No        Hard    Springing        No             NAP
             15        0        11/6/2010        No        Hard    Springing        No             NAP
             16        4         7/6/2015        No        Hard     In Place        No             NAP
             17        4         7/6/2015        No        Hard     In Place        No             NAP
    9        18        2         9/6/2010        No        Hard     In Place        No             NAP
           18.01
           18.02
           18.03
           18.04
           18.05
    7        19        4         7/6/2015        No        Hard    Springing        No             NAP
             20        1         9/1/2015        No        Hard    Springing        No             NAP
             21        1        10/6/2015        No        Hard    Springing        No             NAP
             22        1        10/6/2015        No        Soft    Springing        No             NAP
             23        0        11/6/2010        No        Soft    Springing        No             NAP
             24        3         8/6/2010        No        Hard     In Place        No             NAP
             25        4         7/6/2015        No        Soft    Springing        No             NAP
             26        2         9/6/2015        No        NAP        NAP           No             NAP
             27        0        11/6/2015        No        Hard    Springing        No             NAP
             28        2         9/6/2011        No        Hard    Springing        No             NAP
           28.01
           28.02
             29        0        11/6/2015        No        Hard     In Place        No             NAP
   11        30        0        11/6/2010        No        Hard     In Place        No             NAP
             31        3         8/6/2015        No        NAP        NAP           No             NAP
             32        1        10/6/2010        No        Hard    Springing        No             NAP
   12        33        4         7/1/2015        No        NAP        NAP           No             NAP
             34        3         8/6/2010        No        NAP        NAP           No             NAP
    9        35        2         9/6/2015        No        Hard     In Place        No             NAP
           35.01
           35.02
           35.03
   12        36        1        10/1/2015        No        NAP        NAP           No             NAP
    8        37        3         8/1/2015        No        NAP        NAP           No             NAP
  7, 13      38        2         2/6/2016        No        Hard    Springing        No             NAP
           38.01
           38.02
           38.03
           38.04
            39         1        10/6/2015        No        Hard    Springing         No            NAP
           39.01
           39.02
           39.03
           39.04
           39.05
           39.06
             40        4         7/1/2015        No        NAP        NAP            No            NAP


          CONTROL                                                              MEZZ DEBT
FOOTNOTE   NUMBER          PREPAYMENT PROVISIONS (# OF PAYMENTS) (1)            BALANCE    B NOTE BALANCE  EARNOUT FLAG
-----------------------------------------------------------------------------------------------------------------------

   10       11     Lockout/25_Defeasance/92_0%/3                                            $11,184,880         No
           11.01
           11.02
           11.03
           11.04
           11.05
           11.06
           11.07
           11.08
           11.09
           11.10
           11.11                                                              $ 8,000,000
             12    Lockout/25_Defeasance/91_0%/4                                                                No
             13    Lockout/27_Defeasance/90_0%/3                                                                No
    7        14    Lockout/31_Defeasance/85_0%/4                                                                No
             15    Lockout/24_Defeasance/32_0%/4                                                                No
             16    Lockout/28_Defeasance/89_0%/3                                                                No
             17    Lockout/28_Defeasance/88_0%/4                                                                No
    9        18    Lockout/26_Defeasance/30_0%/4                                             $6,400,000         No
           18.01
           18.02
           18.03
           18.04
           18.05
    7        19    Lockout/28_Defeasance/85_0%/7                                                                No
             20    Lockout/25_Defeasance/89_0%/5                                                                No
             21    Lockout/25_Defeasance/91_0%/4                                                                No
             22    Lockout/25_Defeasance/91_0%/4                                                                No
             23    Lockout/24_Defeasance/32_0%/4                              $ 6,000,000                       No
             24    Lockout/36_> YM or 1%/21_0%/3                                                                No
             25    Lockout/28_Defeasance/89_0%/3                                                                No
             26    Lockout/26_Defeasance/90_0%/4                                                                No
             27    Lockout/24_Defeasance/93_0%/3                                                                No
             28    Lockout/26_Defeasance/43_0%/3                                                                No
           28.01
           28.02
             29    Lockout/24_Defeasance/93_0%/3                                                                No
   11        30    Lockout/24_Defeasance/32_0%/4                                                                No
             31    Lockout/27_Defeasance/89_0%/4                                                                No
             32    Lockout/25_Defeasance/32_0%/3                                                                No
   12        33    Lockout/28_Defeasance/88_0%/4                                                                No
             34    Lockout/24_>YM or 1%/24_0.55%/7_0%/5                                                         No
    9        35    Lockout/26_Defeasance/91_0%/3                                             $1,720,000         No
           35.01
           35.02
           35.03
   12        36    Lockout/25_Defeasance/91_0%/4                                                                No
    8        37    Lockout/27_Defeasance/89_0%/4                                                                No
  7, 13      38    Lockout/26_> YM or 1%/95_0%/4                                                                No
           38.01
           38.02
           38.03
           38.04
            39     Lockout/25_Defeasance/92_0%/3                                                                No
           39.01
           39.02
           39.03
           39.04
           39.05
           39.06
             40    Lockout/28_Defeasance/88_0%/4                                                                No


                                                                                      SCHEDULED
          CONTROL                   P & I AFTER   APPRAISAL     APPRAISAL    CUT-OFF   MATURITY                OCCUPANCY
FOOTNOTE   NUMBER  EARNOUT AMOUNT     EARNOUT       DATE          VALUE     DATE LTV   DATE LTV  OCCUPANCY %  AS OF DATE
------------------------------------------------------------------------------------------------------------------------

   10       11        $         0  $        0.00              $162,600,000    65.9%     50.6%        63.3%     7/31/2005
           11.01                                   7/12/2005  $ 29,600,000                           51.6%     7/31/2005
           11.02                                   7/11/2005  $ 22,900,000                           57.4%     7/31/2005
           11.03                                   7/1/2005   $ 12,400,000                           70.5%     7/31/2005
           11.04                                   7/11/2005  $ 14,400,000                           59.7%     7/31/2005
           11.05                                   7/12/2005  $ 14,300,000                           79.1%     7/31/2005
           11.06                                   8/1/2005   $ 18,500,000                           64.6%     7/31/2005
           11.07                                   7/12/2005  $ 14,200,000                           58.0%     7/31/2005
           11.08                                   7/20/2005  $ 11,400,000                           67.5%     7/31/2005
           11.09                                   7/11/2005  $  9,200,000                           61.9%     7/31/2005
           11.10                                   7/13/2005  $  7,900,000                           63.6%     7/31/2005
           11.11                                   7/13/2005  $  7,800,000                           75.7%     7/31/2005
             12       $         0  $        0.00   7/20/2005  $100,600,000    77.5%     66.6%        78.5%     7/31/2005
             13       $         0  $        0.00   6/28/2005  $ 98,500,000    77.7%     70.4%        78.8%     6/24/2005
    7        14       $         0  $        0.00   2/10/2005  $345,000,000    80.0%     80.0%        87.5%     2/1/2005
             15       $         0  $        0.00   9/20/2005  $ 93,600,000    79.6%     79.6%        94.0%     8/30/2005
             16       $         0  $        0.00   6/9/2005   $ 88,000,000    79.5%     79.5%       100.0%     6/24/2005
             17       $         0  $        0.00   4/17/2005  $ 93,500,000    69.1%     65.9%        91.4%     4/30/2005
    9        18       $         0  $        0.00              $ 77,500,000    77.4%     73.9%        72.6%     5/31/2005
           18.01                                   7/15/2005  $ 17,300,000                           63.9%     5/31/2005
           18.02                                   7/12/2005  $ 18,000,000                           78.5%     5/31/2005
           18.03                                   7/13/2005  $ 14,900,000                           73.8%     5/31/2005
           18.04                                   7/11/2005  $ 15,200,000                           72.7%     5/31/2005
           18.05                                   7/13/2005  $ 12,100,000                           74.1%     5/31/2005
    7        19       $         0  $        0.00   6/6/2005   $228,000,000    52.6%     52.6%        98.0%     6/15/2005
             20       $         0  $        0.00   9/1/2005   $ 98,000,000    61.2%     49.9%        91.0%     9/16/2005
             21       $         0  $        0.00   7/25/2005  $ 71,000,000    78.9%     68.4%        93.1%     8/1/2005
             22       $         0  $        0.00   8/6/2005   $ 71,200,000    70.2%     70.2%       100.0%     6/30/2005
             23       $         0  $        0.00   8/15/2005  $ 66,500,000    72.2%     69.3%        95.5%     8/15/2005
             24       $         0  $        0.00   6/15/2005  $ 62,300,000    77.0%     77.0%        83.8%     6/2/2005
             25       $         0  $        0.00   5/27/2005  $ 70,000,000    64.3%     61.6%        86.2%     5/1/2005
             26       $         0  $        0.00   6/14/2005  $ 59,800,000    74.5%     57.5%        85.0%     7/31/2005
             27       $         0  $        0.00   9/30/2005  $ 55,000,000    80.0%     67.5%        99.6%     1/20/2005
             28       $         0  $        0.00              $ 52,800,000    81.4%     73.4%        72.0%
           28.01                                   8/4/2005   $ 35,300,000                           75.0%     8/17/2005
           28.02                                   8/4/2005   $ 17,500,000                           67.0%     8/22/2005
             29       $         0  $        0.00   8/24/2005  $ 49,500,000    77.4%     69.0%        98.0%     7/31/2005
   11        30       $         0  $        0.00   9/1/2005   $ 42,300,000    50.8%     50.8%        59.0%     7/30/2005
             31       $         0  $        0.00   7/14/2005  $ 44,900,000    78.9%     65.5%        95.8%     5/31/2005
             32       $         0  $        0.00   7/11/2005  $ 45,400,000    76.0%     71.8%        86.2%     9/1/2005
   12        33       $         0  $        0.00  12/17/2004  $ 47,400,000    68.0%     59.2%        91.8%     7/15/2005
             34       $         0  $        0.00   6/1/2005   $ 39,600,000    79.5%     76.2%        93.0%     7/10/2005
    9        35       $         0  $        0.00              $ 40,600,000    77.0%     72.7%        75.0%
           35.01                                   7/7/2005   $ 16,500,000                           89.9%     7/7/2005
           35.02                                   7/7/2005   $ 12,400,000                           71.2%     5/31/2005
           35.03                                   7/7/2005   $ 11,700,000                           60.6%     5/31/2005
   12        36       $         0  $        0.00   7/22/2005  $ 40,000,000    76.3%     69.4%        92.6%     6/30/2005
    8        37       $         0  $        0.00   5/13/2005  $ 47,600,000    62.0%     50.4%        95.0%     8/1/2005
  7, 13      38       $         0  $        0.00              $ 50,120,000    75.4%     63.3%        91.2%
           38.01                                   6/27/2005  $ 14,900,000                          100.0%     6/1/2005
           38.02                                   6/27/2005  $ 11,640,000                           77.2%     6/1/2005
           38.03                                   6/27/2005  $ 11,080,000                           85.0%     7/1/2005
           38.04                                   6/27/2005  $ 12,500,000                          100.0%     1/1/2006
            39        $         0  $        0.00              $ 38,500,000    73.1%     55.8%        61.5%     7/31/2005
           39.01                                   8/1/2005   $  9,800,000                           76.0%     7/31/2005
           39.02                                   6/13/2005  $  8,300,000                           67.7%     7/31/2005
           39.03                                   6/13/2005  $  5,700,000                           64.1%     7/31/2005
           39.04                                   7/13/2005  $  5,000,000                           57.2%     7/31/2005
           39.05                                   6/13/2005  $  4,600,000                           67.3%     7/31/2005
           39.06                                   8/1/2005   $  5,100,000                           46.6%     7/31/2005
             40       $         0  $        0.00   5/4/2005   $ 41,000,000    65.9%     58.5%        85.1%     6/27/2005


1    The Open Period is inclusive of the Maturity Date

2    Container Store has an executed lease but is not yet in occupancy. They are
     expected to open in March 2006.

3    Ongoing reserve amounts for RE Tax, Insurance, TI/LC and Replacement
     Reserves are yet to be determined.

4    The Appraisal Value reflects an overall portfolio valuation which is
     greater than the sum of the individual property appraised values.

5    The Monthly Payment is a calculated average of the future principal and
     interest payments for the 12-month period beginning with the payment in
     October 2012 thru the payment in September 2013. The Annual Debt Service is
     the sum of the scheduled principal and interest for the same period. The
     Underwritten NOI DSCR and Underwritten NCF DSCR are based on the required
     amortization schedule and interest payments for the 12-month period
     beginning with the payment in October 2012 through the payment in September
     2013.

6    The Cut-off Date LTV and Underwritten NCF DSCR are based on the total
     $251,000,000 financing reduced by the $15,000,000 performance guarantee.

7    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 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.

8    The Scheduled Maturity Date LTV is calculated utilizing the stabilized
     appraised value.

9    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 excludes
     the cut-off date principal balance of any subordinate mortgage loan in that
     split loan structure.

10   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.

11   The Cut-off Date LTV and Maturity Date LTV are calculated net of
     $16,500,000 in reserves.

12   Borrowing entity utilizes a tenant-in-common structure

13   The pari passu companion loan is a future funding obligation of GCFP.
     Underwritten debt service coverage ratios and loan to appraised value
     ratios shown in this prospectus supplement are calculated as if the
     $9,400,000 advance was funded.

14   The 730 month Original Amortization term is approximate. Amortization for
     the loan is based on $20,000,000 interest only and $2,000,000 amortizing on
     a 360 month schedule. See Annex A-3 for actual amortization schedule.

15   The Monthly Payment is a calculated average of the future principal and
     interest payments for the 12-month period beginning with the payment in
     November 2005 thru the payment in October 2006. The Annual Debt Service is
     the sum of the scheduled principal and interest for the same period. The
     Underwritten NOI DSCR and Underwritten NCF DSCR are based on the required
     amortization schedule and interest payments for the 12-month period
     beginning with the payment in November 2005 through the payment in October
     2006.

16   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 as applicable.

17   All reserves are estimated and final reserve amounts will be determined at
     loan closing.

18   Prior to October 21, 2005, the ground lessor is required to convey its fee
     interest to the borrower in exchange for a limited partnership interest in
     the borrower. If the conveyance does not take place on or prior to such
     date, the loan documents provide that the interest rate on the related
     mortgage loan will be increased by 0.05%

19   The mortgage loan is fully payable on its initial maturity date on August
     6, 2014 with an exit fee if the loan's extension option is not exercised or
     otherwise fully prepayable on its final maturity date on August 6, 2018
     without an exit fee. For purposes of all calculations, we have assumed the
     loan term through the final maturity date.

20   The Appraisal Value reflects the stabilized appraisal value with
     stabilization that is expected to occur in November 2005.

21   Property is leased by Alamo Rent-A-Car. The property size and largest
     tenant size shown include 15,981 sf of building space 36,212 sf of parking
     space.

22   Borrower is required to pay as rent, on or before June 1 and December 1 of
     each year of the term, a sum equal to the amount payable as principal and
     interest on the bonds issued by the ground lessor and purchased by
     Borrower. The bonds were issued on September 1, 2002 in the principal
     amount of $14,200,000 with a coupon of 6.5% and a maturity date of December
     31, 2012. See "Annex B - Structural and Collateral Term Sheet - Ten Largest
     Mortgage Loans - Schron Industrial Portfolio.





          CONTROL                                            LARGEST TENANT   LARGEST TENANT
FOOTNOTE   NUMBER  LARGEST TENANT (BASED ON SQUARE FOOTAGE)      SQ. FT.     LEASE EXPIRATION
---------------------------------------------------------------------------------------------

   10       11
           11.01   NAP                                              --             NAP
           11.02   NAP                                              --             NAP
           11.03   NAP                                              --             NAP
           11.04   NAP                                              --             NAP
           11.05   NAP                                              --             NAP
           11.06   NAP                                              --             NAP
           11.07   NAP                                              --             NAP
           11.08   NAP                                              --             NAP
           11.09   NAP                                              --             NAP
           11.10   NAP                                              --             NAP
           11.11   NAP                                              --             NAP
            12     AstraZeneca                                 156,319         12/31/2010
            13     Waste Management Inc.                       184,979         11/14/2010
    7       14     Wells Fargo Bank                            350,779          7/31/2013
            15     Virginia Mason Medical Center               100,072          4/30/2013
            16     Conopco, Inc. (Unilever)                    119,344          6/18/2008
            17     The Bridge                                  106,474          7/12/2026
    9       18
           18.01   NAP                                              --             NAP
           18.02   NAP                                              --             NAP
           18.03   NAP                                              --             NAP
           18.04   NAP                                              --             NAP
           18.05   NAP                                              --             NAP
    7       19     Abercrombie & Fitch                          24,515           1/1/2007
            20     Ultrastars Cinema                            54,977          5/31/2025
            21     Nordstrom                                   128,975          2/28/2020
            22     Bed Bath & Beyond                            73,455          3/31/2013
            23     CyCorp Inc                                   23,861          6/30/2007
            24     Washington Group International, Inc.        140,635         12/31/2007
            25     Oncotherapeutics                              9,815          6/30/2014
            26     NAP                                              --             NAP
            27     PIC - Guam Shopping Center Theatre Venue     36,154           1/8/2018
            28
           28.01   NAP                                              --             NAP
           28.02   NAP                                              --             NAP
            29     California Housing & Finance Agency          47,779          8/31/2010
   11       30     NAP                                            -                 NAP
            31     Equity Marketing                             59,788           1/1/2010
            32     MediaOne of Minnesota, Inc.                 182,063          5/23/2014
   12       33     Stearns Lending (First Pacific)              37,825         11/30/2008
            34     Valley Produce                               30,331           7/1/2015
    9       35
           35.01   NAP                                            -                NAP
           35.02   NAP                                            -                NAP
           35.03   NAP                                            -                NAP
   12       36     Pacific Gas & Electric                       18,958           4/1/2008
    8       37     Ralph's Fresh Fare                           43,416           3/1/2009
  7, 13     38
           38.01   Prudential America                           17,826          7/31/2012
           38.02   RH Donnelley                                 17,705          5/31/2012
           38.03   State Farm                                   27,062          5/31/2010
           38.04   GC Wallace                                   50,000         12/31/2015
            39
           39.01   NAP                                            -                NAP
           39.02   NAP                                            -                NAP
           39.03   NAP                                            -                NAP
           39.04   NAP                                            -                NAP
           39.05   NAP                                            -                NAP
           39.06   NAP                                            -                NAP
            40     Albert Kahn Associate                        88,740          10/1/2012


                                                                             SECOND LARGEST
          CONTROL                                            SECOND LARGEST   TENANT LEASE
FOOTNOTE   NUMBER           SECOND LARGEST TENANT            TENANT SQ. FT.    EXPIRATION
---------------------------------------------------------------------------------------------

   10       11
           11.01   NAP                                                --           NAP
           11.02   NAP                                                --           NAP
           11.03   NAP                                                --           NAP
           11.04   NAP                                                --           NAP
           11.05   NAP                                                --           NAP
           11.06   NAP                                                --           NAP
           11.07   NAP                                                --           NAP
           11.08   NAP                                                --           NAP
           11.09   NAP                                                --           NAP
           11.10   NAP                                                --           NAP
           11.11   NAP                                                --           NAP
            12     Avecia                                         40,535        1/31/2006
            13     EDS Information Services, LLC                  63,459        4/30/2008
    7       14     Holme Robers & Owens LLP                      123,116       12/31/2010
            15     Children's Hospital & Regional Medical         39,922       11/30/2010
            16     NAP                                                --           NAP
            17     Nordstrom Rack                                 41,575        3/31/2016
    9       18
           18.01   NAP                                                --           NAP
           18.02   NAP                                                --           NAP
           18.03   NAP                                                --           NAP
           18.04   NAP                                                --           NAP
           18.05   NAP                                                --           NAP
    7       19     Champs                                         11,793        6/30/2006
            20     Express                                         9,000        1/31/2016
            21     American Multi-Cinema, Inc.                    80,811        8/31/2019
            22     Nordstrom Rack                                 46,407        8/31/2016
            23     Progressive County Mutual Ins Co               23,134        1/31/2009
            24     Blue Cross and Blue Shield of Alabama         101,527        6/30/2009
            25     Hamburger Hamlet of Sunset, Inc                 9,015       12/31/2014
            26     NAP                                                --           NAP
            27     GPO - Ross Stores Inc                          32,839        1/31/2010
            28
           28.01   NAP                                                --           NAP
           28.02   NAP                                                --           NAP
            29     School Services of California                   7,495        3/31/2006
   11       30     NAP                                              -              NAP
            31     Gruen Associates                               17,529        2/28/2009
            32     JLT Group, Inc.                                80,000        8/31/2015
   12       33     Triple Net Properties                          25,000        1/1/2012
            34     99c Only Stores                                24,066        1/31/2011
    9       35
           35.01   NAP                                                --           NAP
           35.02   NAP                                                --           NAP
           35.03   NAP                                                --           NAP
   12       36     Great West Life & Ann.                         15,732        9/1/2008
    8       37     Canyon Crest Athletic Club                     25,000        4/1/2010
  7, 13     38
           38.01   McCormick Barstow                               9,150       10/31/2011
           38.02   Mortgage Store                                  6,121        6/30/2011
           38.03   Mortgage IT                                     6,409       10/31/2010
           38.04   NAP                                                --           NAP
            39
           39.01   NAP                                                --           NAP
           39.02   NAP                                                --           NAP
           39.03   NAP                                                --           NAP
           39.04   NAP                                                --           NAP
           39.05   NAP                                                --           NAP
           39.06   NAP                                                --           NAP
            40     State of Michigan                              48,984        12/1/2016



                                                                             THIRD LARGEST                              PHASE II
          CONTROL                                             THIRD LARGEST   TENANT LEASE  ENGINEERING                PERFORMED
FOOTNOTE   NUMBER            THIRD LARGEST TENANT            TENANT SQ. FT.    EXPIRATION   REPORT DATE  PHASE I DATE    (Y/N)
--------------------------------------------------------------------------------------------------------------------------------

   10       11
           11.01   NAP                                               --            NAP       7/21/2005     7/21/2005       No
           11.02   NAP                                               --            NAP       7/21/2005     7/21/2005       No
           11.03   NAP                                               --            NAP       7/21/2005     7/21/2005       No
           11.04   NAP                                               --            NAP       7/22/2005     7/21/2005       Yes
           11.05   NAP                                               --            NAP       7/21/2005     7/21/2005       No
           11.06   NAP                                               --            NAP       7/21/2005     7/21/2005       No
           11.07   NAP                                               --            NAP       7/21/2005     7/21/2005       No
           11.08   NAP                                               --            NAP       7/21/2005     7/21/2005       No
           11.09   NAP                                               --            NAP       7/21/2005     7/21/2005       No
           11.10   NAP                                               --            NAP       7/21/2005     7/21/2005       No
           11.11   NAP                                               --            NAP       7/21/2005     7/21/2005       Yes
            12     Arkion Life Sciences LL                       16,117         9/30/2006    8/10/2005     9/19/2005       No
            13     Nuevo Energy Company                          40,062         4/30/2009     7/5/2005      7/5/2005       No
    7       14     Newmont Mining Corporation                    87,544         3/31/2012    3/25/2005     3/14/2005       No
            15     Adaptis, Inc.                                 37,009         9/30/2006    8/19/2005     9/27/2005       Yes
            16     NAP                                               --            NAP        6/9/2005     6/15/2005       No
            17     Borders                                       25,004         3/31/2016    4/20/2005     4/22/2005       No
    9       18
           18.01   NAP                                               --            NAP        7/5/2005     8/17/2005       No
           18.02   NAP                                               --            NAP        7/2/2005     8/17/2005       No
           18.03   NAP                                               --            NAP        7/5/2005     8/17/2005       No
           18.04   NAP                                               --            NAP        7/2/2005     8/17/2005       No
           18.05   NAP                                               --            NAP        7/2/2005     8/17/2005       No
    7       19     American Eagle Outfitters                      8,415         11/30/2008    6/1/2005      6/7/2005       No
            20     Victoria's Secret                              7,999         1/31/2016    9/23/2005     9/23/2005       No
            21     Children's Museum                             16,400            MTM       8/23/2005      9/6/2005       No
            22     Trader Joe's                                  12,687         1/31/2010    7/29/2005     7/29/2005       No
            23     Association Risk Management                   18,913         12/31/2010   8/30/2005     8/30/2005       No
            24     Emageon UV, Inc                               39,174         3/31/2010    6/27/2005     6/27/2005       No
            25     David L. Matlock, M.D.                         6,743         12/31/2006   6/13/2005     7/20/2005       No
            26     NAP                                               --            NAP        7/6/2005      7/6/2005       No
            27     PIC - SH Enterprises dba California Mart      20,835         1/31/2017    3/17/2005     3/17/2005       No
            28
           28.01   NAP                                               --            NAP       8/19/2005     8/18/2005       No
           28.02   NAP                                               --            NAP       8/19/2005     8/18/2005       No
            29     State of California-Dept of Gen Services       7,137         6/30/2007    8/26/2005     8/30/2005       No
   11       30     NAP                                               --            NAP        5/3/2005     6/29/2005       No
            31     Pulse Advertising                              8,813         12/31/2009   9/15/2005     8/23/2005       No
            32     Neigborhood House                             15,000            MTM       7/29/2005     8/19/2005       No
   12       33     Carter & Burgess                              22,000         8/19/2009    6/29/2005     6/29/2005       No
            34     Bally's Total Fitness                         23,650         6/28/2008    6/10/2005     7/11/2005       No
    9       35
           35.01   NAP                                               --            NAP       7/13/2005     7/14/2005       No
           35.02   NAP                                               --            NAP       7/13/2005     7/14/2005       No
           35.03   NAP                                               --            NAP       7/13/2005     7/14/2005       No
   12       36     Pacific Business Center                       14,090          8/1/2013     8/3/2005      9/6/2005       No
    8       37     Rite Aid Drugs                                17,640          5/1/2013    6/30/2005     5/24/2005       No
  7, 13     38
           38.01   DWG                                            8,196         5/31/2010    7/27/2005     7/27/2005       No
           38.02   First American Title Company                   5,810         12/31/2009   7/27/2005     7/27/2005       No
           38.03   Kafoury, Armstrong, Ferguson & Gardner         6,279         1/31/2011    7/27/2005     7/27/2005       No
           38.04   NAP                                               --            NAP           NA         7/5/2005       No
            39
           39.01   NAP                                               --            NAP       7/22/2005     7/21/2005       No
           39.02   NAP                                               --            NAP       7/21/2005     7/21/2005       No
           39.03   NAP                                               --            NAP       7/21/2005     7/21/2005       No
           39.04   NAP                                               --            NAP       7/21/2005     7/21/2005       No
           39.05   NAP                                               --            NAP       7/21/2005     7/21/2005       No
           39.06   NAP                                               --            NAP       7/19/2005     7/21/2005       No
            40     UAW-GM Legal Services                         40,233          9/1/2010     6/6/2005      6/6/2005       No


                                             SEISMIC     EARTHQUAKE     TERRORISM
          CONTROL  PHASE II                   REPORT     INSURANCE      INSURANCE                            GROUND LEASE
FOOTNOTE   NUMBER    DATE        PML %         DATE    REQUIRED(Y/N)  REQUIRED(Y/N)    OWNERSHIP INTEREST        (Y/N)
-------------------------------------------------------------------------------------------------------------------------

   10       11
           11.01                                             No            Yes             Fee Simple             No
           11.02                                             No            Yes             Leasehold             Yes
           11.03                                             No            Yes             Fee Simple             No
           11.04   9/6/2005                                  No            Yes             Fee Simple             No
           11.05                                             No            Yes             Fee Simple             No
           11.06                                             No            Yes             Leasehold             Yes
           11.07                                             No            Yes             Leasehold             Yes
           11.08                                             No            Yes             Leasehold             Yes
           11.09                                             No            Yes             Leasehold             Yes
           11.10                                             No            Yes             Fee Simple             No
           11.11   9/6/2005                                  No            Yes             Fee Simple             No
            12                                               No            Yes             Fee Simple             No
            13                                               No            Yes             Fee Simple             No
    7       14                                               No            Yes             Fee Simple             No
            15     9/27/2005      15        8/31/2005        No            Yes       Fee Simple / Leasehold      Yes
            16                                               No            Yes             Fee Simple             No
            17                    15        4/22/2005        No            Yes             Fee Simple             No
    9       18
           18.01                  18        7/12/2005        No            Yes             Fee Simple             No
           18.02                  12         7/9/2005        No            Yes             Leasehold             Yes
           18.03                  15         7/9/2005        No            Yes             Fee Simple             No
           18.04                  12         7/9/2005        No            Yes             Fee Simple             No
           18.05                  12         7/9/2005        No            Yes             Leasehold             Yes
    7       19                    18        5/26/2005        No            Yes             Leasehold             Yes
            20                    14        9/23/2005        No            Yes             Fee Simple             No
            21                                               No            Yes             Fee Simple             No
            22                    13        7/29/2005        No            Yes             Fee Simple             No
            23                                               No            Yes             Fee Simple             No
            24                                               No            Yes             Fee Simple             No
            25                    18         6/3/2005        No            Yes             Fee Simple             No
            26                                               No            Yes             Fee Simple             No
            27                    17        3/17/2005        No            Yes             Fee Simple             No
            28
           28.01                                             No            Yes             Fee Simple             No
           28.02                                             No            Yes             Fee Simple             No
            29                    15        8/29/2005        No            Yes             Fee Simple             No
   11       30                                               No            Yes             Fee Simple             No
            31                  16-17       9/15/2005        No            Yes             Fee Simple             No
            32                                               No            Yes             Fee Simple             No
   12       33                  15, 17      6/29/2005        No            Yes             Fee Simple             No
            34               12-14, 30, 33   7/7/2005       Yes            Yes             Fee Simple             No
    9       35
           35.01                                             No            Yes             Fee Simple             No
           35.02                                             No            Yes             Fee Simple             No
           35.03                                             No            Yes             Fee Simple             No
   12       36                    19         8/4/2005        No            Yes             Leasehold             Yes
    8       37                  12-15       6/28/2005        No            Yes             Fee Simple             No
  7, 13     38
           38.01                                             No            Yes             Fee Simple             No
           38.02                                             No            Yes             Fee Simple             No
           38.03                                             No            Yes             Fee Simple             No
           38.04                                             No            Yes             Fee Simple             No
            39
           39.01                                             No            Yes             Fee Simple             No
           39.02                                             No            Yes             Leasehold             Yes
           39.03                                             No            Yes             Leasehold             Yes
           39.04                                             No            Yes             Fee Simple             No
           39.05                                             No            Yes             Leasehold             Yes
           39.06                                             No            Yes             Leasehold             Yes
            40                                               No            Yes             Fee Simple             No


                   GROUND LEASE   GROUND LEASE                                                                            PARTIAL
          CONTROL     PAYMENT      EXPIRATION                                 2004 NOI                PARTIAL YEAR DATE  YEAR # OF
FOOTNOTE   NUMBER    (ANNUAL)         DATE      2003 NOI DATE    2003 NOI       DATE       2004 NOI    (IF PAST 2004)      MONTHS
----------------------------------------------------------------------------------------------------------------------------------

   10       11                                    12/31/2003    $12,896,271  12/31/2004  $14,313,250      7/31/2005          12
           11.01                                  12/31/2003    $ 2,665,304  12/31/2004  $ 3,063,587      7/31/2005          12
           11.02     $   35,100    10/31/2051     12/31/2003    $ 1,550,278  12/31/2004  $ 1,632,690      7/31/2005          12
           11.03                                  12/31/2003    $ 1,204,061  12/31/2004  $   804,870      7/31/2005          12
           11.04                                  12/31/2003    $   956,805  12/31/2004  $ 1,320,182      7/31/2005          12
           11.05                                  12/31/2003    $ 1,112,470  12/31/2004  $ 1,374,655      7/31/2005          12
           11.06     $  300,000     7/14/2025     12/31/2003    $ 1,737,030  12/31/2004  $ 1,328,464      7/31/2005          12
           11.07     $   30,000     10/9/2062     12/31/2003    $ 1,025,382  12/31/2004  $ 1,195,162      7/31/2005          12
           11.08     $   30,000    10/31/2064     12/31/2003   -$    95,367  12/31/2004  $   818,711      7/31/2005          12
           11.09     $   60,000     8/31/2013     12/31/2003    $   875,998  12/31/2004  $ 1,002,898      7/31/2005          12
           11.10                                  12/31/2003    $ 1,000,456  12/31/2004  $   754,380      7/31/2005          12
           11.11                                  12/31/2003    $   863,854  12/31/2004  $ 1,017,651      7/31/2005          12
            12                                                  $         0  12/31/2004  $ 8,162,087      6/30/2005          12
            13                                    12/31/2003    $ 8,269,689  12/31/2004  $ 6,588,028      5/31/2005          12
    7       14                                    12/31/2003    $13,595,243  12/31/2004  $16,181,662         NAV            NAV
            15            NAV          NAV        12/31/2003    $ 5,525,307  12/31/2004  $ 4,159,919
            16                                    12/31/2003    $         0  12/31/2004  $         0         NAV            NAV
            17                                    12/31/2003    $ 3,539,082  12/31/2004  $ 4,805,052      3/31/2005          12
    9       18                                    12/31/2003    $ 6,323,704  12/31/2004  $ 6,628,937      5/31/2005          12
           18.01                                  12/31/2003    $ 1,418,205  12/31/2004  $ 1,394,448      5/31/2005          12
           18.02     $  103,336     9/29/2040     12/31/2003    $   956,987  12/31/2004  $ 1,497,976      5/31/2005          12
           18.03                                  12/31/2003    $ 1,352,390  12/31/2004  $ 1,357,519      5/31/2005          12
           18.04                                  12/31/2003    $ 1,430,168  12/31/2004  $ 1,198,424      5/31/2005          12
           18.05     $   21,564    12/31/2040     12/31/2003    $ 1,165,954  12/31/2004  $ 1,180,570      5/31/2005          12
    7       19       $2,000,000     6/30/2043     12/31/2003    $13,228,588  12/31/2004  $13,568,233      4/30/2005          12
            20                                                  $         0              $         0         NAP            NAP
            21                                    12/31/2003    $ 2,565,860  12/31/2004  $ 4,017,021      8/31/2005          12
            22                                    12/31/2003    $ 4,010,872  12/31/2004  $ 4,158,244      6/30/2005          12
            23                                    12/31/2003    $ 4,883,673  12/31/2004  $ 4,631,491         NAV            NAV
            24                                    12/31/2003    $ 2,873,036  12/31/2004  $ 3,012,981      5/31/2005          12
            25                                    12/31/2003    $ 1,918,992  12/31/2004  $ 2,569,235      2/28/2005          12
            26                                    12/31/2003    $ 3,584,244  12/31/2004  $ 4,448,197      7/31/2005          12
            27                                    12/31/2003    $ 4,680,932  12/31/2004  $ 4,579,072         NAV            NAV
            28                                                  $         0              $         0         NAV            NAV
           28.01                                                $         0              $         0         NAV            NAV
           28.02                                                $         0              $         0         NAV            NAV
            29                                    12/31/2003    $ 3,370,689  12/31/2004  $ 3,410,873      7/31/2005          12
   11       30                                    12/31/2003    $ 2,786,807  12/31/2004  $ 2,767,562      7/30/2005          12
            31                                    12/31/2003    $ 3,228,035  12/31/2004  $ 3,116,084      5/31/2005          12
            32                                    12/31/2003    $ 1,977,135  12/31/2004  $ 2,179,939      5/31/2005          12
   12       33                                    12/31/2003    $ 1,651,656  12/31/2004  $ 1,557,919      5/31/2005          12
            34                                    12/31/2003    $ 1,014,576  12/31/2004  $   878,289      4/30/2005          12
    9       35                                    12/31/2003    $ 1,190,745  12/31/2004  $ 1,617,140      5/31/2005          12
           35.01                                  12/31/2003    $   918,502  12/31/2004  $ 1,077,594      5/31/2005          12
           35.02                                  12/31/2003    $   272,243  12/31/2004  $   413,904      5/31/2005          12
           35.03                                                $         0  12/31/2004  $   125,642      5/31/2005          12
   12       36       $  228,973    12/31/2031     12/31/2003    $ 2,881,614  12/31/2004  $ 2,822,224      6/30/2005           6
    8       37                                    12/31/2003    $ 2,840,374  12/31/2004  $ 2,691,205      4/30/2005          12
  7, 13     38                                                  $         0              $         0         NAV            NAV
           38.01                                                $         0              $         0         NAV            NAV
           38.02                                                $         0              $         0         NAV            NAV
           38.03                                                $         0              $         0         NAV            NAV
           38.04                                                $         0              $         0         NAV            NAV
            39                                    12/31/2003    $ 2,284,680  12/31/2004  $ 2,245,138      7/31/2005          12
           39.01                                                $         0              $         0      7/31/2005          12
           39.02   5% gross revs    8/31/2035     12/31/2003    $   548,882  12/31/2004  $   542,004      7/31/2005          12
           39.03   5% gross revs    8/31/2035     12/31/2003    $    13,332  12/31/2004  $   452,147      7/31/2005          12
           39.04                                  12/31/2003    $   525,959  12/31/2004  $   443,109      7/31/2005          12
           39.05   5% gross revs    8/31/2035     12/31/2003    $   473,517  12/31/2004  $   455,274      7/31/2005          12
           39.06     $   60,000    10/31/2034     12/31/2003    $   722,990  12/31/2004  $   352,604      7/31/2005          12
            40                                    12/31/2003    $ 3,674,978  12/31/2004  $ 3,543,406      5/31/2005           5


                                                                                                         UNDERWRITTEN
          CONTROL   PARTIAL YEAR   PARTIAL YEAR  UNDERWRITTEN  UNDERWRITTEN  UNDERWRITTEN  UNDERWRITTEN   REPLACEMENT   UNDERWRITTEN
FOOTNOTE   NUMBER    DECRIPTION         NOI         REVENUE      EXPENSES         NOI        NOI DSCR       RESERVE    TI/LC RESERVE
------------------------------------------------------------------------------------------------------------------------------------

   10       11      Trailing 12    $14,300,472   $73,090,573   $56,503,057   $16,587,516       2.06       $2,923,622    $        0
           11.01    Trailing 12    $ 2,778,512   $ 6,845,312   $ 4,189,539   $ 2,655,773                  $  273,812    $        0
           11.02    Trailing 12    $ 1,232,863   $14,618,641   $12,969,010   $ 1,649,631                  $  584,746    $        0
           11.03    Trailing 12    $ 1,159,223   $ 7,207,129   $ 4,939,080   $ 2,268,049                  $  288,285    $        0
           11.04    Trailing 12    $ 1,245,335   $ 9,386,260   $ 7,396,754   $ 1,989,506                  $  375,450    $        0
           11.05    Trailing 12    $ 1,418,757   $ 3,983,287   $ 2,530,039   $ 1,453,248                  $  159,331    $        0
           11.06    Trailing 12    $ 1,829,548   $10,150,878   $ 8,673,498   $ 1,477,380                  $  406,035    $        0
           11.07    Trailing 12    $   974,379   $ 5,000,816   $ 3,760,104   $ 1,240,712                  $  200,033    $        0
           11.08    Trailing 12    $   787,228   $ 4,710,080   $ 3,728,747   $   981,333                  $  188,403    $        0
           11.09    Trailing 12    $   940,735   $ 3,124,254   $ 2,211,062   $   913,192                  $  124,970    $        0
           11.10    Trailing 12    $   822,404   $ 4,735,792   $ 3,880,200   $   855,592                  $  189,432    $        0
           11.11    Trailing 12    $ 1,111,488   $ 3,328,124   $ 2,225,024   $ 1,103,100                  $  133,125    $        0
            12      Trailing 12    $ 7,984,834   $12,671,173   $ 5,650,726   $ 7,020,447       1.30       $   85,401    $  724,377
            13      Trailing 12    $ 6,801,697   $12,097,768   $ 4,954,481   $ 7,143,287       1.43       $  118,919    $  548,476
    7       14                          NAV      $34,159,412   $10,395,236   $23,764,176       1.62       $  242,021    $1,174,195
            15                     $ 4,360,399   $ 9,245,599   $ 2,601,764   $ 6,643,835       1.59       $   67,135    $  346,616
            16                          NAV      $ 8,579,036   $ 2,253,421   $ 6,325,615       1.71       $   23,869    $        2
            17      Trailing 12    $ 4,528,854   $10,308,972   $ 3,585,347   $ 6,723,625       1.65       $   37,205    $  161,019
    9       18      Trailing 12    $ 6,567,606   $20,523,822   $13,562,014   $ 6,961,808       1.50       $  820,953    $        0
           18.01    Trailing 12    $ 1,321,687   $ 4,034,926   $ 2,543,352   $ 1,491,574                  $  161,397    $        0
           18.02    Trailing 12    $ 1,541,451   $ 5,494,405   $ 3,894,850   $ 1,599,555                  $  219,776    $        0
           18.03    Trailing 12    $ 1,352,705   $ 3,795,679   $ 2,280,869   $ 1,514,810                  $  151,827    $        0
           18.04    Trailing 12    $ 1,243,511   $ 3,383,571   $ 2,246,460   $ 1,137,111                  $  135,343    $        0
           18.05    Trailing 12    $ 1,108,252   $ 3,815,241   $ 2,596,483   $ 1,218,758                  $  152,610    $        0
    7       19      Trailing 12    $13,654,337   $22,908,428   $ 8,629,716   $14,278,713       2.46       $   20,471    $  102,589
            20     Not Applicable      NAP       $11,802,097   $ 4,460,938   $ 7,341,159       1.90       $   53,272    $  252,090
            21      Trailing 12    $ 4,578,902   $ 8,903,950   $ 3,399,694   $ 5,504,255       1.51       $   37,656    $  202,048
            22      Trailing 12    $ 4,097,850   $ 5,374,090   $ 1,287,433   $ 4,086,657       1.55       $   22,325    $   15,671
            23                          NAV      $ 7,971,298   $ 3,102,808   $ 4,868,490       1.47       $   87,992    $  467,168
            24      Trailing 12    $ 3,168,443   $ 7,773,398   $ 3,302,715   $ 4,470,683       1.44       $  100,991    $  486,083
            25      Trailing 12    $ 2,797,622   $ 6,162,052   $ 2,304,619   $ 3,857,433       1.29       $   31,817    $  200,529
            26      Trailing 12    $ 4,816,753   $13,023,356   $ 8,173,502   $ 4,849,854       1.43       $  380,934    $        0
            27                         NAV       $10,629,585   $ 6,167,416   $ 4,462,169       1.44       $   47,729    $  112,875
            28                         NAV       $10,824,364   $ 6,254,438   $ 4,569,926       1.35       $  324,731    $        0
           28.01                       NAV       $ 7,523,420   $ 4,567,814   $ 2,955,606                  $  225,703    $        0
           28.02                       NAV       $ 3,300,944   $ 1,686,624   $ 1,614,320                  $   99,028    $        0
            29      Trailing 12    $ 3,520,182   $ 4,979,420   $ 1,729,424   $ 3,249,996       1.27       $   34,335    $  194,267
   11       30      Trailing 12    $ 3,185,460   $16,196,416   $10,768,197   $ 5,428,219       2.25       $  527,919    $        0
            31      Trailing 12    $ 3,097,344   $ 4,819,348   $ 1,659,065   $ 3,160,284       1.35       $   31,377    $  237,900
            32      Trailing 12    $ 2,221,219   $ 5,899,653   $ 2,246,630   $ 3,653,023       1.56       $   65,720    $   79,989
   12       33      Trailing 12    $ 2,079,130   $ 5,192,686   $ 2,088,766   $ 3,103,919       1.46       $   31,506    $  298,410
            34      Trailing 12    $ 1,226,864   $ 4,121,582   $ 1,443,345   $ 2,678,236       1.28       $   30,120    $  132,330
    9       35      Trailing 12    $ 1,830,987   $ 4,333,544   $ 1,422,916   $ 2,910,628       1.20       $   23,775    $        0
           35.01    Trailing 12    $ 1,121,735   $ 1,913,540   $   541,267   $ 1,372,273                  $    8,389    $        0
           35.02    Trailing 12    $   492,881   $ 1,377,338   $   478,869   $   898,469                  $    7,769    $        0
           35.03    Trailing 12    $   216,371   $ 1,042,666   $   402,780   $   639,886                  $    7,617    $        0
   12       36       Annualized    $ 2,980,634   $ 4,988,760   $ 2,269,041   $ 2,719,719       1.32       $   30,992    $  218,603
    8       37      Trailing 12    $ 2,866,108   $ 4,835,449   $ 1,476,030   $ 3,359,419       1.82       $   55,736    $  230,239
  7, 13     38                         NAV       $ 4,431,866   $   892,985   $ 3,538,881       1.35       $   39,981    $  193,072
           38.01                       NAV       $ 1,527,998   $   262,552   $ 1,265,446                  $   11,268    $   70,398
           38.02                       NAV       $   862,695   $   201,825   $   660,870                  $    9,356    $   42,217
           38.03                       NAV       $   897,729   $   203,623   $   694,106                  $    9,356    $   44,925
           38.04                       NAV       $ 1,143,444   $   224,985   $   918,459                  $   10,000    $   35,532
            39      Trailing 12    $ 3,547,208   $12,509,610   $ 9,142,305   $ 3,367,305       1.62       $  500,386    $        0
           39.01    Trailing 12    $ 1,005,076   $ 2,311,914   $ 1,359,561   $  952,353                   $   92,477    $        0
           39.02    Trailing 12    $   691,476   $ 2,510,597   $ 1,730,158   $  780,439                   $  100,424    $        0
           39.03    Trailing 12    $   480,070   $ 1,655,495   $ 1,264,856   $  390,639                   $   66,220    $        0
           39.04    Trailing 12    $   437,761   $ 2,453,513   $ 2,040,708   $  412,805                   $   98,141    $        0
           39.05    Trailing 12    $   514,865   $ 1,683,945   $ 1,262,477   $  421,468                   $   67,358    $        0
           39.06    Trailing 12    $   417,960   $ 1,894,146   $ 1,484,545   $  409,601                   $   75,766    $        0
            40       Annualized    $ 2,736,674   $11,050,749   $ 7,813,583   $ 3,237,166       1.83       $  450,000    $  553,089



                                                                            ONGOING     UPFRONT      ONGOING
          CONTROL  UNDERWRITTEN   UNDERWRITTEN  UNDERWRITTEN   ONGOING RE  INSURANCE  REPLACEMENT  REPLACEMENT  UPFRONT TI/LC
FOOTNOTE   NUMBER  OTHER RESERVE      NCF         NCF DSCR    TAX RESERVE   RESERVE     RESERVE      RESERVE       RESERVE
-----------------------------------------------------------------------------------------------------------------------------

   10       11       $      0     $13,663,894       1.69        $212,400   $84,471    $1,770,000   $292,557      $        0
           11.01     $      0     $ 2,381,961
           11.02     $      0     $ 1,064,885
           11.03     $      0     $ 1,979,764
           11.04     $      0     $ 1,614,056
           11.05     $      0     $ 1,293,917
           11.06     $      0     $ 1,071,345
           11.07     $      0     $ 1,040,679
           11.08     $      0     $   792,930
           11.09     $      0     $   788,222
           11.10     $      0     $   666,160
           11.11     $      0     $   969,975
            12      -$450,000     $ 6,660,669       1.24        $ 75,857   $ 9,466    $  725,625   $ 13,157      $4,500,000
            13      -$150,000     $ 6,625,892       1.32        $ 74,064   $22,420    $        0   $  9,910      $1,500,000
    7       14      -$370,000     $22,717,960       1.54        $193,126   $26,934    $        0   $      0      $3,700,000
            15      -$150,000     $ 6,380,084       1.52        $ 33,390   $ 7,650    $        0   $  5,595      $1,500,000
            16       $      0     $ 6,301,744       1.70        $ 23,000   $ 3,300    $        0   $  2,640      $5,000,000
            17       $      0     $ 6,525,401       1.60        $ 83,685   $ 6,442    $  500,000   $      0      $2,500,000
    9       18       $      0     $ 6,140,855       1.32        $ 84,872   $10,624    $5,000,000   $ 68,410      $        0
           18.01     $      0     $ 1,330,177
           18.02     $      0     $ 1,379,779
           18.03     $      0     $ 1,362,983
           18.04     $      0     $ 1,001,768
           18.05     $      0     $ 1,066,148
    7       19       $      0     $14,155,652       2.43        $      0   $     0    $        0   $      0      $        0
            20       $      0     $ 7,035,797       1.82        $      0   $     0    $        0   $      0      $        0
            21       $      0     $ 5,264,551       1.44        $ 62,438   $ 5,266    $    4,362   $  4,362      $        0
            22       $      0     $ 4,048,661       1.53        $ 42,498   $     0    $    1,860   $  1,860      $        0
            23       $      0     $ 4,313,330       1.30        $ 98,000   $     0    $        0   $      0      $  500,000
            24      -$175,000     $ 4,058,609       1.31        $ 46,575   $     0    $        0   $  8,416      $1,857,598
            25       $      0     $ 3,625,087       1.21        $ 33,566   $ 2,093    $        0   $  1,989      $        0
            26       $      0     $ 4,468,920       1.32        $ 39,176   $ 9,806    $1,413,123   $ 42,479      $        0
            27       $      0     $ 4,301,565       1.38        $      0   $     0    $        0   $ 28,962      $        0
            28       $      0     $ 4,245,195       1.25        $ 30,379   $ 5,053    $        0   $ 32,556      $        0
           28.01     $      0     $ 2,729,903
           28.02     $      0     $ 1,515,292
            29       $      0     $ 3,021,394       1.18        $      0   $     0    $        0   $      0      $        0
   11       30       $      0     $ 4,900,300       2.03        $ 24,750   $ 3,333    $        0   $ 60,000      $        0
            31       $      0     $ 2,891,008       1.23        $ 32,627   $14,641    $    2,615   $  2,615      $        0
            32       $      0     $ 3,507,314       1.49        $ 69,476   $ 8,136    $        0   $  5,477      $        0
   12       33       $      0     $ 2,774,004       1.30        $ 46,518   $ 5,776    $    2,626   $  2,626      $    8,333
            34       $      0     $ 2,515,787       1.20        $ 36,702   $     0    $    2,500   $  2,500      $        0
    9       35       $      0     $ 2,886,853       1.19        $ 37,447   $ 3,101    $        0   $      0      $        0
           35.01     $      0     $ 1,363,884
           35.02     $      0     $   890,700
           35.03     $      0     $   632,269
   12       36       $      0     $ 2,470,125       1.20        $ 37,265   $10,837    $        0   $  2,583      $  600,000
    8       37       $      0     $ 3,073,444       1.67        $ 21,188   $ 9,761    $        0   $      0      $        0
  7, 13     38       $      0     $ 3,305,829       1.26        $ 12,847   $ 4,538    $        0   $  2,498      $        0
           38.01     $      0     $ 1,183,780
           38.02     $      0     $   609,297
           38.03     $      0     $   639,825
           38.04     $      0     $   872,927
            39       $      0     $ 2,866,919       1.38        $ 45,850   $16,440    $        0   $ 51,947      $        0
           39.01     $      0     $   859,876
           39.02     $      0     $   680,015
           39.03     $      0     $   324,419
           39.04     $      0     $   314,664
           39.05     $      0     $   354,110
           39.06     $      0     $   333,835
            40       $      0     $ 2,234,077       1.26        $ 75,484   $16,891    $   37,500   $ 37,500      $        0


                                    UPFRONT
                                    DEFERRED
          CONTROL  ONGOING TI/LC  MAINTENANCE
FOOTNOTE   NUMBER     RESERVE       RESERVE                      BORROWER NAME                                   RELATED SPONSOR
--------------------------------------------------------------------------------------------------------------------------------

   10       11        $     0     $  350,751   Shaner Pittsburgh Hotel LP; Shaner Trade Center Hotel Associates
           11.01                               Limited Partnership; Shaner SPE Associates Limited Partner        R-003
           11.02
           11.03
           11.04
           11.05
           11.06
           11.07
           11.08
           11.09
           11.10
           11.11
            12        $     0     $        0   BPG Office III LLC; BPG Office IV LLC                             R-002
            13        $83,243     $        0   1021 Main Street Properties, L.P.
    7       14        $     0     $  282,187   Maguire Properties - Denver Center, LLC
            15        $     0     $   13,453   Met Park West IV, LLC 33 Benedict Place LLC
            16        $     0     $        0   Passco Hughes Promenade S, LLC; Hughes Promenade TIC 1, LLC;
                                               Hughes Promenade TIC 2, LLC; Hughes Promenade TIC 4, LLC; Hughes
                                               Promenade TIC 5, LLC; Hughes Promenade TIC 6, LLC; Hughes
                                               Promenade TIC 7, LLC; Hughes Promenade TIC 8, LLC; Hughes
                                               Promenade TIC 9, LLC; Hughes Promenade TIC 10, LLC; Hughes
                                               Promenade TIC 11, LLC; Hughes Promenade TIC 12, LLC; Hughes
                                               Promenade TIC 13, LLC; Hughes Promenade TIC 14, LLC; Hughes
                                               Promenade TIC 15, LLC; Hughes Promenade TIC 16, LLC; Hughes
                                               Promenade TIC 17, LLC; Hughes Promenade TIC 19, LLC; Hughes
                                               Promenade TIC 20, LLC; Hughes Promenade TIC 18, LLC; Hughes
                                               Promenade TIC 3, LLC; Hughes Promenade TIC 21, LLC; Hughes
                                               Promenade TIC 22, LLC; Hughes Promenade TIC 23, LLC; Hughes
                                               Promenade TIC 24, LLC; Hughes Promenade TIC 25, LLC; Hughes
                                               Promenade TIC 30, LLC; Hughes Promenade TIC 27, LLC; Hughes
                                               Promenade TIC 28, LLC; Hughes Promenade TIC 29, LLC; Hughes
                                               Promenade TIC 26, LLC
            17        $     0     $        0
                                               RECP/Windsor Modesto Venture, L.P.,; RECP/Windsor Vacaville
                                               Venture L.P.; RECP/Windsor Port Hueneme Venture L.P.;
                                               RECP/Windsor Santa Rosa Venture, L.P.; RECP/Windsor Sacramento
                                               Venture, L.P.
    9       18        $     0     $        0
           18.01
           18.02
           18.03
           18.04
           18.05
    7       19        $     0     $        0   S.F. Centre Limited Partnership
            20        $     0     $        0   Imperial Valley Mall II, L.P.
            21        $     0     $        0   River Park Square, L.L.C.
            22        $     0     $        0   SPI 555 9th Street, LLC
            23        $     0     $        0   Austin Oaks Office Park, LP
            24        $     0     $        0   Meadow Brook Office, LLC
            25        $25,000     $   12,188   Mani Brothers Sunset Medical Tower (DE), LLC
            26        $     0     $        0   CJ Washington Street SPE LLC
            27        $72,404     $        0   Guam Premier Outlets, LLC
            28        $     0     $        0   BPG Hotel Partners VII, L.L.C.                                    R-002
           28.01
           28.02                               Bloom Investment Company, LLC; Mart Family, LLC; John D. Kaster
            29        $17,883     $        1   and Jean G. Kaster, 955 Company, LLC;
   11       30        $     0     $        0   Schwartz Family Company, LLC; Senator Building, LLC
            31        $     0     $        0   THI IV Bethesda LLC; THI IV Bethesda Lessee LLC
            32        $     0     $        0   6310 San Vicente Associates, LLC & Lexington San Vicente          R-004
                                               Associates, LLC 10RPP, LLC
                                               NNN 4 Hutton, LLC, NNN 4 Hutton 2, LLC, NNN 4 Hutton 3, LLC, NNN
                                               4 Hutton 4, LLC, NNN 4 Hutton 5, LLC, NNN 4 Hutton 6, LLC, NNN 4
                                               Hutton 7, LLC, NNN 4 Hutton 8, LLC, NNN 4 Hutton 9, LLC, NNN 4
                                               Hutton 10, LLC, NNN 4 Hutton 11, LLC, NNN 4 Hutton 12, LLC, NNN
                                               4 Hutton 14, LLC, NNN 4 Hutton 16, LLC, NNN 4 Hutton 17, LLC,
                                               NNN 4 Hutton 18, LLC, NNN 4 Hutton 19, LLC and NNN 4 Hutton 20,
                                               LLC, NNN 4 Hutton 21, LLC, NNN 4 Hutton 22, LLC, NNN 4 Hutton
                                               23, LLC, NNN 4 Hutton 24, LLC, NNN 4 Hutton 25, LLC, NNN 4
   12       33        $ 8,333     $        0   Hutton 26, LLC, NNN 4 Hutton 27, LLC and NNN 4 Hutton 28, LLC.
            34        $     0     $1,071,850   Mountaingate Associates LLC
    9       35        $     0     $        0   Mini U Storage New Jersey RE LLC                                  R-005
           35.01
           35.02
           35.03
                                               Griffin Capital (Hookston Square) Investors, LLC, Griffin
                                               Capital Hookston Square 1, LLC, Griffin Capital Hookston Square
                                               2, LLC, Griffin Capital Hookston Square 3, LLC, Griffin Capital
                                               Hookston Square 4, LLC, Griffin Capital Hookston Square 5, LLC,
                                               Griffin Capital Hookston Square 6, LLC, Griffin Capital Hookston
                                               Square 7, LLC, Griffin Capital Hookston Square 8, LLC, Griffin
                                               Capital Hookston Square 9, LLC, Griffin Capital Hookston Square
                                               10, LLC, Griffin Capital Hookston Square 11, LLC, Griffin
                                               Capital Hookston Square 12, LLC, Griffin Capital Hookston Square
                                               13, LLC, Griffin Capital Hookston Square 14, LLC, Griffin
                                               Capital Hookston Square 15, LLC, Griffin Capital Hookston Square
                                               16, LLC, Griffin Capital Hookston Square 17, LLC, Griffin
                                               Capital Hookston Square 18, LLC, Griffin Capital Hookston Square
                                               19, LLC, Griffin Capital Hookston Square 20, LLC, Griffin
                                               Capital Hookston Square 21, LLC, Griffin Capital Hookston Square
                                               22, LLC, Griffin Capital Hookston Square 23, LLC, Griffin
                                               Capital Hookston Square 24, LLC, Griffin Capital Hookston Square 25,
   12       36        $24,774     $  407,531   LLC, Griffin Capital Hookston Square 26, Griffin Capital
    8       37        $     0     $        0   Canyon Crest Towne Centre, LLC
  7, 13     38        $12,492     $        0   Centra Point Phase II LLC; Centra Point Phase IV LLC
           38.01
           38.02
           38.03
           38.04
            39        $     0     $   88,728   JELMS Hotel One LLC; JELMS Hotel Company LP; JELMS Hotel Company
           39.01                               LLC
           39.02
           39.03
           39.04
           39.05
           39.06
            40        $     0     $   20,192   FK South, LLC & FK North, LLC                                     R-003


1    The Open Period is inclusive of the Maturity Date

2    Container Store has an executed lease but is not yet in occupancy. They are
     expected to open in March 2006.

3    Ongoing reserve amounts for RE Tax, Insurance, TI/LC and Replacement
     Reserves are yet to be determined.

4    The Appraisal Value reflects an overall portfolio valuation which is
     greater than the sum of the individual property appraised values.

5    The Monthly Payment is a calculated average of the future principal and
     interest payments for the 12-month period beginning with the payment in
     October 2012 thru the payment in September 2013. The Annual Debt Service is
     the sum of the scheduled principal and interest for the same period. The
     Underwritten NOI DSCR and Underwritten NCF DSCR are based on the required
     amortization schedule and interest payments for the 12-month period
     beginning with the payment in October 2012 through the payment in September
     2013.

6    The Cut-off Date LTV and Underwritten NCF DSCR are based on the total
     $251,000,000 financing reduced by the $15,000,000 performance guarantee.

7    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 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.

8    The Scheduled Maturity Date LTV is calculated utilizing the stabilized
     appraised value.

9    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 excludes
     the cut-off date principal balance of any subordinate mortgage loan in that
     split loan structure.

10   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.

11   The Cut-off Date LTV and Maturity Date LTV are calculated net of
     $16,500,000 in reserves.

12   Borrowing entity utilizes a tenant-in-common structure

13   The pari passu companion loan is a future funding obligation of GCFP.
     Underwritten debt service coverage ratios and loan to appraised value
     ratios shown in this prospectus supplement are calculated as if the
     $9,400,000 advance was funded.

14   The 730 month Original Amortization term is approximate. Amortization for
     the loan is based on $20,000,000 interest only and $2,000,000 amortizing on
     a 360 month schedule. See Annex A-3 for actual amortization schedule.

15   The Monthly Payment is a calculated average of the future principal and
     interest payments for the 12-month period beginning with the payment in
     November 2005 thru the payment in October 2006. The Annual Debt Service is
     the sum of the scheduled principal and interest for the same period. The
     Underwritten NOI DSCR and Underwritten NCF DSCR are based on the required
     amortization schedule and interest payments for the 12-month period
     beginning with the payment in November 2005 through the payment in October
     2006.

16   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 as applicable.

17   All reserves are estimated and final reserve amounts will be determined at
     loan closing.

18   Prior to October 21, 2005, the ground lessor is required to convey its fee
     interest to the borrower in exchange for a limited partnership interest in
     the borrower. If the conveyance does not take place on or prior to such
     date, the loan documents provide that the interest rate on the related
     mortgage loan will be increased by 0.05%

19   The mortgage loan is fully payable on its initial maturity date on August
     6, 2014 with an exit fee if the loan's extension option is not exercised or
     otherwise fully prepayable on its final maturity date on August 6, 2018
     without an exit fee. For purposes of all calculations, we have assumed the
     loan term through the final maturity date.

20   The Appraisal Value reflects the stabilized appraisal value with
     stabilization that is expected to occur in November 2005.

21   Property is leased by Alamo Rent-A-Car. The property size and largest
     tenant size shown include 15,981 sf of building space 36,212 sf of parking
     space.

22   Borrower is required to pay as rent, on or before June 1 and December 1 of
     each year of the term, a sum equal to the amount payable as principal and
     interest on the bonds issued by the ground lessor and purchased by
     Borrower. The bonds were issued on September 1, 2002 in the principal
     amount of $14,200,000 with a coupon of 6.5% and a maturity date of December
     31, 2012. See "Annex B - Structural and Collateral Term Sheet - Ten Largest
     Mortgage Loans - Schron Industrial Portfolio.





          CONTROL
FOOTNOTE   NUMBER       SELLER                                 PROPERTY NAME
-------------------------------------------------------------------------------------------------------------------------

             41          GCFP        Whitehall Hotel
             42          GCFP        729 7th Avenue
             43          GCFP        420 Fifth Avenue
 14, 15      44          GCFP        Sunset Ridge Apartments
             45          GCFP        Tetco Tower
             46          GSMC        Rustic Hills Shopping Center
   12        47          GCFP        Coliseum Center
             48          GCFP        2727 El Camino Real
             49          GCFP        Palomar Centre
             50          GSMC        Cross Pointe Centre
             51          GCFP        Maryland City Plaza
             52          GCFP        Crescent Plaza
             53          GSMC        The Plaza
             54          GSMC        5655 College Avenue
   12        55          GCFP        Butterfield Plaza
             56          GSMC        9350 Wilshire Boulevard
   16        57          GSMC        Willowbrook Portfolio
           57.01                     300 Willowbrook Lane
           57.02                     100 Willowbrook Lane
           57.03                     600 Willowbrook Lane
           57.04                     1380 Enterprise Drive
           57.05                     200 Willowbrook Lane
           57.06                     400 Willowbrook Lane
             58          GSMC        Kierland Commons Retail IV & IVa
             59          GCFP        Brotman Medical
             60          GSMC        Shoppes at Foxmoor
   17        61          GSMC        Town Center
           61.01                     Office Max/Barnes & Noble
           61.02                     Petsmart
             62          GCFP        Lincoln Building
             63          GCFP        Skillman Abrams
             64          GSMC        Commerce on the Green
             65          GCFP        Pembroke Pines Professional Center
             66          GCFP        Park Place Office Building
             67          GCFP        PBN Building
   12        68          GCFP        Balentine Plaza
             69          GCFP        Riverside Center
             70          GCFP        Lakeside Plaza
   12        71          GCFP        Pierce Plaza and Charleston Buffalo Plaza
           72.01                     Pierce Plaza
           72.04                     Charleston Buffalo Plaza
             72          GCFP        Chartwell II
           72.02                     Hampton Inn Naples
           72.03                     Hampton Inn Beaufort
             73          GCFP        Sealy Albany
   12        74          GCFP        Tamiami East
   12        75          GSMC        Hanover Square South
   12        76          GCFP        DeZavala Crossing
             77          GCFP        Metrocenter Parcels 7&8
             78          GCFP        Friendly Village Mobile Home Park
   16        79          GSMC        Williamsburg Downs
   12        80          GSMC        Pinebrook Business Center
             81          GCFP        Holiday Inn Express Portfolio
           81.01                     Holiday Inn Express - Roseville, MI
           81.02                     Holiday Inn Express - Woodhaven
             82          GCFP        15 Valley Drive
   16        83          GSMC        Grand Plaza
             84          GCFP        Chatsworth Plaza
             85          GCFP        Cornerstone Commons Shopping Center
             86          GCFP        Doubletree Club Hotel - Atlanta, GA
   18        87          GSMC        IBP X
             88          GSMC        El Presidio at Pinnacle Peak
   19        89          GCFP        Kalani Industrial
             90          GSMC        Sheridan Professional Center
             91          GCFP        283 Greenwich Avenue
             92          GSMC        700 Highlander Building
             93          GSMC        Gigante USA
   17        94          GSMC        Plymouth Crossing
    9        95          GCFP        Shaw's Plaza
    8        96          GSMC        Professional Medical Center


          CONTROL
FOOTNOTE   NUMBER                                 STREET ADDRESS                                        CITY
---------------------------------------------------------------------------------------------------------------------------

             41    105 East Delaware Place                                                         Chicago
             42    729 Seventh Avenue                                                              New York
             43    420 Fifth Avenue                                                                New York
 14, 15      44    116 Vanderheck Boulevard                                                        San Antonio
             45    1777 NE Loop 410                                                                San Antonio
             46    3999 Palmer Park Boulevard                                                      Colorado Springs
   12        47    640 Hegenberger Road                                                            Oakland
             48    2727 El Camino Real                                                             San Mateo
             49    2051 Palomar Airport Road                                                       Carlsbad
             50    1250 Western Boulevard                                                          Jacksonville
             51    3401-94 Fort Meade Road                                                         Laurel
             52    715 Crescent Street                                                             Brockton
             53    2800 West Sahara Avenue                                                         Las Vegas
             54    5655 College Avenue                                                             Oakland
   12        55    1300 Butterfield Road                                                           Downers Grove
             56    9350 Wilshire Boulevard                                                         Beverly Hills
   16        57
           57.01   300 Willowbrook Lane                                                            West Chester
           57.02   100 Willowbrook Lane                                                            West Chester
           57.03   600 Willowbrook Lane                                                            West Chester
           57.04   1380 Enterprise Drive                                                           West Chester
           57.05   200 Willowbrook Lane                                                            West Chester
           57.06   400 Willowbrook Lane                                                            West Chester
             58    15205 & 15215 North Kierland Boulevard                                          Scottsdale
             59    9400 Brighton Way                                                               Beverly Hills
             60    1095 Washington Boulevard                                                       Trenton
   17        61
           61.01   11070 and 11090 Foothill Boulevard                                              Rancho Cucamonga
           61.02   1 Main street                                                                   Coral Springs
             62    421 Southwest Oak Street                                                        Portland
             63    6301-6401 Abrams Road                                                           Dallas
             64    2200 Paseo Verde Parkway                                                        Henderson
             65    9050 Pines Boulevard                                                            Pembroke Pines
             66    325 East Warm Springs Road                                                      Las Vegas
             67    1833 Kalakaua Avenue                                                            Honolulu
   12        68    39958-39986 Cedar Boulevard                                                     Newark
             69    3230-3360 Riverside Drive                                                       Danville
             70    6301 NW 5th Way                                                                 Fort Lauderdale
   12        71
           72.01   4041 East Thomas Road                                                           Phoenix
           72.04   1151 & 1181 South Buffalo Drive                                                 Las Vegas
             72
           72.02   2630 Northbrooke Plaza Drive                                                    Naples
           72.03   2342 Boundary Street                                                            Beaufort
             73    30 Veterans Memorial Drive                                                      Green Island
   12        74    14180 SW 8th Street                                                             Miami
   12        75    7225 Bell Creek Road                                                            Mechanicsville
   12        76    5219 DeZavala Road                                                              San Antonio
             77    9445 North Metro Parkway East                                                   Phoenix
             78    5450 N. Paramount Boulevard                                                     Long Beach
   16        79    5350 Central Florida Highway                                                    Orlando
   12        80    1208 & 1220 Tech Boulevard and 10126 Windhorst Road                             Tampa
             81
           81.01   31900 Little Mack Avenue                                                        Roseville
           81.02   21500 West Road                                                                 Woodhaven
             82    15 Valley Drive                                                                 Greenwich
   16        83    14497-14499 North Dale Mabry Highway                                            Tampa
             84    21405 Devonshire Street                                                         Chatsworth
             85    8100 Country Trail Road                                                         Raleigh
             86    3400 Norman Berry Drive                                                         Atlanta
   18        87    4100 Midway Road                                                                Carrollton
             88    8700 East Vista Bonita Drive                                                    Scottsdale
   19        89    1320 Kalani Street                                                              Honolulu
             90    11011 Sheridan Street                                                           Cooper City
             91    283 Greenwich Avenue                                                            Greenwich
             92    700 Highlander Boulevard                                                        Arlington
             93    3321 West Century Boulevard                                                     Inglewood
   17        94    4110 Butler Park                                                                Plymouth Meeting
    9        95    700 South Main Street                                                           Sharon
    8        96    1002 North Church Street                                                        Greensboro


          CONTROL
FOOTNOTE   NUMBER    STATE                COUNTY         ZIP CODE    PROPERTY TYPE        PROPERTY TYPE DETAIL
---------------------------------------------------------------------------------------------------------------------

             41    Illinois        Cook                    60611   Hospitality       Full Service
             42    New York        New York                10019   Retail            Anchored
             43    New York        New York                10018   Retail            Anchored
 14, 15      44    Texas           Bexar                   78209   Multifamily       Garden
             45    Texas           Bexar                   78217   Office            General Urban
             46    Colorado        El Paso                 80909   Retail            Anchored
   12        47    California      Alameda                 94621   Retail            Anchored
             48    California      San Mateo               94403   Retail            Unanchored
             49    California      San Diego               92009   Office            General Suburban
             50    North Carolina  Onslow                  28546   Retail            Anchored
             51    Maryland        Anne Arundel            20707   Retail            Anchored
             52    Massachusetts   Plymouth                02302   Retail            Anchored
             53    Nevada          Clark                   89102   Office            General Suburban
             54    California      Alameda                 94618   Retail            Shadow Anchored
   12        55    Illinois        DuPage                  60515   Retail            Anchored
             56    California      Los Angeles             90212   Office            General Urban
   16        57
           57.01   Pennsylvania    Chester                 19382   Industrial        Flex
           57.02   Pennsylvania    Chester                 19382   Industrial        Flex
           57.03   Pennsylvania    Chester                 19382   Office            General Suburban
           57.04   Pennsylvania    Chester                 19380   Office            General Suburban
           57.05   Pennsylvania    Chester                 19382   Industrial        Flex
           57.06   Pennsylvania    Chester                 19382   Industrial        Flex
             58    Arizona         Maricopa                85254   Retail            Shadow Anchored
             59    California      Los Angeles             90210   Office            Medical
             60    New Jersey      Mercer                  08691   Retail            Anchored
   17        61
           61.01   California      San Bernardino          91730   Retail            Anchored
           61.02   Florida         Broward                 33067   Retail            Anchored
             62    Oregon          Multnomah               97204   Office            General Urban
             63    Texas           Dallas                  75231   Retail            Anchored
             64    Nevada          Clark                   89052   Office            General Suburban
             65    Florida         Broward                 33024   Office            General Suburban
             66    Nevada          Clark                   89123   Office            General Suburban
             67    Hawaii          Honolulu                96815   Office            General Urban
   12        68    California      Alameda                 94560   Retail            Anchored
             69    Virginia        Danville                24541   Retail            Anchored
             70    Florida         Broward                 33309   Office            General Suburban
   12        71
           72.01   Arizona         Maricopa                85018   Retail            Unanchored
           72.04   Nevada          Clark                   89177   Retail            Unanchored
             72
           72.02   Florida         Collier                 33934   Hospitality       Limited Service
           72.03   South Carolina  Beaufort                29902   Hospitality       Limited Service
             73    New York        Albany                  12183   Industrial        Industrial
   12        74    Florida         Miami-Dade              33184   Retail            Anchored
   12        75    Virginia        Hanover                 23111   Retail            Anchored
   12        76    Texas           Bexar                   78249   Retail            Anchored
             77    Arizona         Maricopa                85051   Retail            Anchored
             78    California      Los Angeles             90805   Mobile Home Park  Mobile Home Park
   16        79    Florida         Orange                  32821   Retail            Anchored
   12        80    Florida         Hillsborough            33619   Industrial        Industrial
             81
           81.01   Michigan        Maconb                  48066   Hospitality       Limited Service
           81.02   Michigan        Wayne                   48183   Hospitality       Limited Service
             82    Connecticut     Fairfield               06831   Office            General Suburban
   16        83    Florida         Hillsborough            33618   Office            General Suburban
             84    California      Los Angeles             91311   Retail            Anchored
             85    North Carolina  Wake                    27617   Retail            Anchored
             86    Georgia         Fulton                  30344   Hospitality       Full Service
   18        87    Texas           Denton                  75007   Office            General Suburban
             88    Arizona         Maricopa                85255   Office            General Suburban
   19        89    Hawaii          Honolulu                96817   Industrial        Industrial
             90    Florida         Broward                 33026   Office            General Suburban
             91    Connecticut     Fairfield               06830   Retail            Anchored
             92    Texas           Tarrant                 76015   Office            General Suburban
             93    California      Los Angeles             90303   Retail            Anchored
   17        94    Pennsylvania    Montgomery              19462   Industrial        Industrial/Warehouse w/ Office
    9        95    Massachusetts   Norfolk                 02067   Retail            Anchored
    8        96    North Carolina  Guilford                27401   Office            Medical


          CONTROL
FOOTNOTE   NUMBER     YEAR BUILT     YEAR RENOVATED   NUMBER OF UNITS  UNIT DESCRIPTION  LOAN PER UNIT  ORIGINAL BALANCE
--------------------------------------------------------------------------------------------------------------------------

             41          1928             2005                    222  Rooms               $117,117.12      $ 26,000,000
             42          1915             1984                 19,618  sf                  $  1,269.16      $ 25,000,000
             43          1991                                  72,686  sf                  $    337.07      $ 24,500,000
 14, 15      44          1949             2004                    324  Units               $ 67,877.59      $ 22,000,000
             45          1985             2004                256,120  sf                  $     81.99      $ 21,000,000
             46    1969, 1997, 2000    1997, 2000             233,938  sf                  $     86.35      $ 20,200,000
   12        47          1993                                  70,814  sf                  $    148.13      $ 10,500,000
             48          1994             2005                 28,927  sf                  $    328.41      $  9,500,000
             49          1981             2005                195,942  sf                  $     96.97      $ 19,000,000
             50       1996, 2000           NAP                196,164  sf                  $     94.72      $ 18,600,000
             51          1965             2004                175,807  sf                  $    102.30      $ 18,000,000
             52          1962             1987                218,277  sf                  $     80.63      $ 17,600,000
             53          1983              NAP                122,812  sf                  $    141.68      $ 17,400,000
             54    1986-1987, 2002      2004-2005              57,629  sf                  $    294.99      $ 17,000,000
   12        55          1983             2004                114,780  sf                  $    143.75      $ 16,500,000
             56       1957, 1972           NAP                 53,764  sf                  $    305.55      $ 16,480,000
   16        57                                               292,370  sf                  $     54.73      $ 16,000,000
           57.01         1982           2003-2005              70,136  sf
           57.02         1978           2003-2005              88,265  sf
           57.03         1988           2004-2005              36,889  sf
           57.04         1987             2005                 38,509  sf
           57.05         1985           2003-2004              36,351  sf
           57.06         1984           2003-2004              22,220  sf
             58       2002, 2004           NAP                 58,635  sf                  $    265.97      $ 15,595,000
             59          1960             2005                 45,707  sf                  $    328.18      $ 15,000,000
             60       1988, 1995           NAP                125,395  sf                  $    116.67      $ 14,630,000
   17        61                                                79,634  sf                  $    182.08      $ 14,500,000
           61.01         1996              NAP                 60,527  sf
           61.02         2005              NAP                 19,107  sf
             62          1947             2005                256,454  sf                  $     56.15      $ 14,400,000
             63          1989                                 166,605  sf                  $     78.66      $ 13,175,000
             64          2004              NAP                 59,818  sf                  $    217.33      $ 13,000,000
             65          1986             2000                 96,997  sf                  $    134.02      $ 13,000,000
             66          2005                                  70,000  sf                  $    175.71      $ 12,300,000
             67          1964             2004                 89,655  sf                  $    135.94      $ 12,250,000
   12        68          1986                                 129,001  sf                  $     93.02      $ 12,000,000
             69          1961             1999                170,667  sf                  $     70.31      $ 12,000,000
             70          1983             2004                118,916  sf                  $    100.91      $ 12,000,000
   12        71                                                93,465  sf                  $    124.11      $ 11,600,000
           72.01         1981                                  67,222  sf
           72.04         1998                                  26,243  sf
             72                                                   167  Rooms               $ 69,461.08      $ 11,600,000
           72.02         2000                                      91  Rooms
           72.03         1997                                      76  Rooms
             73          2003                                 257,000  sf                  $     44.71      $ 11,500,000
   12        74          2004                                  54,864  sf                  $    206.42      $ 11,325,000
   12        75          2005              NAP                 69,192  sf                  $    162.59      $ 11,250,000
   12        76          2000                                  96,668  sf                  $    111.72      $ 10,800,000
             77          1975             1984                 61,995  sf                  $    172.39      $ 10,687,500
             78          1970                                     184  Pads                $ 57,065.22      $ 10,500,000
   16        79       1985-1991            NAP                106,313  sf                  $     97.07      $ 10,320,000
   12        80    1997-1999, 2002         NAP                131,535  sf                  $     77.67      $ 10,216,000
             81                                                   167  Rooms               $ 59,880.24      $ 10,000,000
           81.01         2000                                      90  Rooms
           81.02         2002                                      77  Rooms
             82          1978                                  35,570  sf                  $    280.56      $ 10,000,000
   16        83          1986              NAP                134,040  sf                  $     73.86      $  9,900,000
             84          1961             1981                 67,600  sf                  $    146.18      $  9,940,000
             85          2005                                  72,938  sf                  $    135.05      $  9,850,000
             86          1961             1998                    220  Rooms               $ 43,407.39      $  9,600,000
   18        87          2001              NAP                104,354  sf                  $     91.04      $  9,500,000
             88          2000              NAP                 59,639  sf                  $    156.11      $  9,310,000
   19        89          1962             1972                242,417  sf                  $     37.46      $  9,200,000
             90          2003              NAP                 59,098  sf                  $    152.29      $  9,000,000
             91          1905             1997                 16,600  sf                  $    541.63      $  9,000,000
             92          1988              NAP                122,525  sf                  $     71.82      $  8,800,000
             93          2005              NAP                 53,248  sf                  $    163.83      $  8,770,000
   17        94          1985              NAP                 85,578  sf                  $    101.43      $  8,680,000
    9        95          1966             1997                103,827  sf                  $     82.83      $  8,600,000
    8        96          1998              NAP                 81,550  sf                  $    104.23      $  8,500,000


                     CUT-OFF DATE
                    BALANCE AS OF    ALLOCATED CUT-
          CONTROL      NOVEMBER     OFF DATE BALANCE  % OF INITIAL  INTEREST  ADMINISTRATIVE     MONTHLY         ANNUAL
FOOTNOTE   NUMBER       2005        (MULTI-PROPERTY)  POOL BALANCE    RATE          FEE          PAYMENT      DEBT SERVICE
---------------------------------------------------------------------------------------------------------------------------

             41    $ 26,000,000.00   $ 26,000,000.00      0.6%       6.7600%      0.0204%     $  179,801.21  $ 2,157,614.52
             42    $ 24,898,387.65   $ 24,898,387.65      0.6%       5.3720%      0.0204%     $  139,946.06  $ 1,679,352.72
             43    $ 24,500,000.00   $ 24,500,000.00      0.6%       5.3300%      0.0204%     $  136,506.43  $ 1,638,077.16
 14, 15      44    $ 21,992,339.75   $ 21,992,339.75      0.5%       5.6300%      0.0204%     $  106,656.02  $ 1,279,872.24
             45    $ 21,000,000.00   $ 21,000,000.00      0.5%       5.2350%      0.0204%     $   92,884.90  $ 1,114,618.75
             46    $ 20,200,000.00   $ 20,200,000.00      0.5%       5.0900%      0.0704%     $  109,551.77  $ 1,314,621.24
   12        47    $ 10,489,988.21   $ 10,489,988.21      0.2%       5.4500%      0.0204%     $   59,288.87  $   711,466.44
             48      $9,500,000.00   $  9,500,000.00      0.2%       5.4300%      0.0204%     $   53,523.47  $   642,281.64
             49    $ 19,000,000.00   $ 19,000,000.00      0.4%       5.6970%      0.0204%     $  110,239.96  $ 1,322,879.55
             50    $ 18,580,419.98   $ 18,580,419.98      0.4%       5.0400%      0.0204%     $  100,304.02  $ 1,203,648.24
             51    $ 17,985,284.40   $ 17,985,284.40      0.4%       6.0520%      0.0204%     $  108,521.60  $ 1,302,259.20
             52    $ 17,600,000.00   $ 17,600,000.00      0.4%       4.9800%      0.0204%     $   94,265.60  $ 1,131,187.20
             53    $ 17,400,000.00   $ 17,400,000.00      0.4%       5.1300%      0.0204%     $   94,794.28  $ 1,137,531.36
             54    $ 17,000,000.00   $ 17,000,000.00      0.4%       4.9900%      0.0204%     $   91,155.80  $ 1,093,869.60
   12        55    $ 16,500,000.00   $ 16,500,000.00      0.4%       5.3000%      0.0204%     $   91,625.27  $ 1,099,503.24
             56    $ 16,427,403.28   $ 16,427,403.28      0.4%       5.2100%      0.0204%     $   90,595.31  $ 1,087,143.72
   16        57    $ 16,000,000.00                        0.4%       5.1900%      0.0704%     $   87,758.93  $ 1,053,107.16
           57.01                     $  3,619,735.26
           57.02                     $  3,465,703.97
           57.03                     $  3,061,371.84
           57.04                     $  2,811,071.00
           57.05                     $  1,886,883.27
           57.06                     $  1,155,234.66
             58    $ 15,595,000.00   $ 15,595,000.00      0.4%       4.9900%      0.0204%     $   83,622.04  $ 1,003,464.48
             59    $ 15,000,000.00   $ 15,000,000.00      0.3%       5.2300%      0.0204%     $   82,644.84  $   991,738.08
             60    $ 14,630,000.00   $ 14,630,000.00      0.3%       4.8700%      0.0204%     $   77,378.77  $   928,545.24
   17        61    $ 14,500,000.00                        0.3%       4.9800%      0.0204%     $   77,662.00  $   931,944.00
           61.01                     $ 11,020,000.00
           61.02                     $  3,480,000.00
             62    $ 14,400,000.00   $ 14,400,000.00      0.3%       5.1360%      0.0204%     $   78,503.61  $   942,043.32
             63    $ 13,104,338.08   $ 13,104,338.08      0.3%       5.2350%      0.0204%     $   72,630.48  $   871,565.76
             64    $ 13,000,000.00   $ 13,000,000.00      0.3%       5.4000%      0.0304%     $   72,999.00  $   875,988.00
             65    $ 13,000,000.00   $ 13,000,000.00      0.3%       5.4950%      0.0204%     $   73,771.79  $   885,261.48
             66    $ 12,300,000.00   $ 12,300,000.00      0.3%       5.3000%      0.0204%     $   68,302.47  $   819,629.64
             67    $ 12,187,804.96   $ 12,187,804.96      0.3%       6.9800%      0.0204%     $   81,335.08  $   976,020.96
   12        68    $ 12,000,000.00   $ 12,000,000.00      0.3%       5.0810%      0.0204%     $   65,013.95  $   780,167.40
             69    $ 12,000,000.00   $ 12,000,000.00      0.3%       5.3240%      0.0204%     $   53,979.44  $   647,753.33
             70    $ 12,000,000.00   $ 12,000,000.00      0.3%       5.4330%      0.0204%     $   67,631.10  $   811,573.20
   12        71    $ 11,600,000.00                        0.3%       5.4930%      0.0204%     $   65,812.58  $   789,750.96
           72.01                     $  7,080,000.00
           72.04                     $  4,520,000.00
             72    $ 11,600,000.00                        0.3%       5.3600%      0.0204%     $   70,267.58  $   843,210.96
           72.02                     $  6,300,000.00
           72.03                     $  5,300,000.00
             73    $ 11,489,468.26   $ 11,489,468.26      0.3%       5.6120%      0.0204%     $   66,106.13  $   793,273.56
   12        74    $ 11,325,000.00   $ 11,325,000.00      0.3%       5.1800%      0.0204%     $   62,046.96  $   744,563.52
   12        75    $ 11,250,000.00   $ 11,250,000.00      0.3%       5.0400%      0.0204%     $   60,667.75  $   728,013.00
   12        76    $ 10,800,000.00   $ 10,800,000.00      0.2%       5.2300%      0.0204%     $   59,504.28  $   714,051.36
             77    $ 10,687,500.00   $ 10,687,500.00      0.2%       5.4800%      0.0204%     $   60,548.41  $   726,580.92
             78    $ 10,500,000.00   $ 10,500,000.00      0.2%       5.9430%      0.0204%     $   52,723.49  $   632,681.88
   16        79    $ 10,320,000.00   $ 10,320,000.00      0.2%       5.2800%      0.0704%     $   57,179.33  $   686,151.96
   12        80    $ 10,216,000.00   $ 10,216,000.00      0.2%       5.2350%      0.0204%     $   56,318.25  $   675,819.00
             81    $ 10,000,000.00                        0.2%       6.2500%      0.0204%     $   65,966.94  $   791,603.28
           81.01                     $  5,100,000.00
           81.02                     $  4,900,000.00
             82    $  9,979,474.69   $  9,979,474.69      0.2%       5.4750%      0.0204%     $   56,622.15  $   679,465.80
   16        83    $  9,900,000.00   $  9,900,000.00      0.2%       5.2000%      0.0804%     $   54,361.98  $   652,343.76
             84    $  9,881,561.64   $  9,881,561.64      0.2%       5.6100%      0.0204%     $   57,126.15  $   685,513.80
             85    $  9,850,000.00   $  9,850,000.00      0.2%       5.1300%      0.0204%     $   53,662.27  $   643,947.24
             86    $  9,549,626.05   $  9,549,626.05      0.2%       6.0670%      0.0204%     $   62,246.71  $   746,960.52
   18        87    $  9,500,000.00   $  9,500,000.00      0.2%       4.9200%      0.0204%     $   50,534.59  $   606,415.08
             88    $  9,310,000.00   $  9,310,000.00      0.2%       5.2200%      0.0704%     $   51,237.31  $   614,847.72
   19        89    $  9,082,092.56   $  9,082,092.56      0.2%       5.6500%      0.0204%     $   83,393.16  $ 1,000,717.92
             90    $  9,000,000.00   $  9,000,000.00      0.2%       5.2200%      0.0204%     $   49,531.23  $   594,374.76
             91    $  8,991,075.96   $  8,991,075.96      0.2%       5.2900%      0.0204%     $   49,921.54  $   599,058.48
             92    $  8,800,000.00   $  8,800,000.00      0.2%       4.7900%      0.0204%     $   46,117.38  $   553,408.56
             93    $  8,723,820.61   $  8,723,820.61      0.2%       5.3200%      0.0204%     $   48,809.20  $   585,710.40
   17        94    $  8,680,000.00   $  8,680,000.00      0.2%       5.5500%      0.0204%     $   49,556.73  $   594,680.76
    9        95    $  8,600,000.00   $  8,600,000.00      0.2%       5.8300%      0.0204%     $   50,625.18  $   607,502.16
    8        96    $  8,500,000.00   $  8,500,000.00      0.2%       5.4400%      0.0204%     $   47,942.57  $   575,310.84


                                     INTEREST                 FIRST     LAST IO   FIRST P&I
          CONTROL                     ACCRUAL                PAYMENT    PAYMENT    PAYMENT   PAYMENT
FOOTNOTE   NUMBER  BALLOON BALANCE    METHOD     NOTE DATE     DATE      DATE        DATE      DAY
----------------------------------------------------------------------------------------------------

             41    $ 23,773,578.07  Actual/360   10/6/2005  11/6/2005  10/6/2010  11/6/2010     6
             42    $ 23,183,966.00  Actual/360   6/30/2005   8/6/2005              8/6/2005     6
             43    $ 21,839,021.52  Actual/360   9/29/2005  11/6/2005  10/6/2008  11/6/2008     6
 14, 15      44    $ 21,861,533.63  Actual/360   6/14/2005   8/6/2005              8/6/2005     6
             45    $ 21,000,000.00  Actual/360  10/15/2005  12/6/2005  11/6/2010                6
             46    $ 17,914,574.50  Actual/360   8/3/2005    9/6/2005   8/6/2008   9/6/2008     6
   12        47    $  8,756,749.14  Actual/360   9/23/2005  11/6/2005             11/6/2005     6
             48    $  8,969,098.62  Actual/360   8/31/2005  10/6/2005   9/6/2006  10/6/2006     6
             49    $ 17,064,497.02  Actual/360   10/5/2005  11/6/2005  10/6/2008  11/6/2008     6
             50    $ 15,310,754.84  Actual/360   9/8/2005   11/6/2005             11/6/2005     6
             51    $ 15,434,211.26  Actual/360   4/12/2004   6/6/2004  10/6/2005  11/6/2005     6
             52    $ 16,226,229.26  Actual/360   8/31/2005  10/6/2005   9/6/2010  10/6/2010     6
             53    $ 15,443,878.79  Actual/360   8/31/2005  10/6/2005   9/6/2008  10/6/2008     6
             54    $ 14,705,767.90  Actual/360   8/31/2005  10/6/2005   9/6/2007  10/6/2007     6
   12        55    $ 14,385,769.45  Actual/360   6/28/2005   8/6/2005   7/6/2007   8/6/2007     6
             56    $ 13,640,485.54  Actual/360   8/4/2005    9/6/2005              9/6/2005     6
   16        57    $ 13,910,319.57  Actual/360   8/31/2005  10/6/2005   9/6/2007  10/6/2007     6
           57.01
           57.02
           57.03
           57.04
           57.05
           57.06
             58    $ 14,290,274.69  Actual/360   8/18/2005  10/1/2005   9/1/2007  10/1/2007     1
             59    $ 13,881,317.47  Actual/360   7/25/2005   9/6/2005   8/6/2010   9/6/2010     6
             60    $ 12,304,722.49  Actual/360   7/15/2005   9/6/2005   8/6/2006   9/6/2006     6
   17        61    $ 12,539,814.68  Actual/360  10/11/2005  12/6/2005  11/6/2007  12/6/2007     6
           61.01
           61.02
             62    $ 13,052,835.84  Actual/360   6/13/2005   8/6/2005   7/6/2009   8/6/2009     6
             63    $ 10,913,860.24  Actual/360   6/1/2005    7/6/2005              7/6/2005     6
             64    $ 11,606,255.55  Actual/360   1/21/2005   3/1/2005   2/1/2008   3/1/2008     1
             65    $ 12,282,173.81  Actual/360   8/31/2005  10/6/2005   9/6/2008  10/6/2008     6
             66    $ 11,394,256.83  Actual/360   9/27/2005  11/6/2005  10/6/2010  11/6/2010     6
             67    $ 11,601,006.41  Actual/360   3/22/2005   5/6/2005              5/6/2005     6
   12        68    $ 10,640,120.63  Actual/360   9/21/2005  11/6/2005  10/6/2008  11/6/2008     6
             69    $ 12,000,000.00  Actual/360   6/14/2005   8/6/2005   7/6/2015                6
             70    $ 11,140,098.40  Actual/360   6/9/2005    8/6/2005   7/6/2007   8/6/2007     6
   12        71    $ 10,775,402.09  Actual/360   8/22/2005  10/6/2005   9/6/2010  10/6/2010     6
           72.01
           72.04
             72    $ 10,910,484.33  Actual/360   6/10/2005   8/6/2005   7/6/2007   8/6/2007     6
           72.02
           72.03
             73    $  9,638,870.79  Actual/360   10/4/2005  11/6/2005             11/6/2005     6
   12        74    $ 10,473,014.11  Actual/360   6/27/2005   8/6/2005   7/6/2010   8/6/2010     6
   12        75    $  9,508,692.35  Actual/360   9/22/2005  11/6/2005  10/6/2006  11/6/2006     6
   12        76    $  9,178,113.25  Actual/360   7/25/2005   9/6/2005   8/6/2006   9/6/2006     6
             77    $  9,557,152.38  Actual/360   6/17/2005   8/6/2005   7/6/2008   8/6/2008     6
             78    $ 10,500,000.00  Actual/360   8/29/2005  10/6/2005   9/6/2010                6
   16        79    $  9,557,270.57  Actual/360   9/16/2005  11/6/2005  10/6/2010  11/6/2010     6
   12        80    $  9,455,113.54  Actual/360   6/15/2005   8/6/2005   7/6/2010   8/6/2010     6
             81    $  7,806,866.61  Actual/360   10/7/2005  12/6/2005             12/6/2005     6
           81.01
           81.02
             82    $  8,345,659.65  Actual/360   8/31/2005  10/6/2005             10/6/2005     6
   16        83    $  8,800,190.93  Actual/360   8/19/2005  10/1/2005   9/1/2008  10/1/2008     1
             84    $  8,332,009.67  Actual/360   4/19/2005   6/6/2005              6/6/2005     6
             85    $  8,551,273.25  Actual/360   8/5/2005    9/6/2005   8/6/2007   9/6/2007     6
             86    $  7,451,306.27  Actual/360   6/15/2005   8/6/2005              8/6/2005     6
   18        87    $  8,203,752.15  Actual/360   7/15/2005   9/6/2005   8/6/2007   9/6/2007     6
             88    $  7,909,505.32  Actual/360   9/7/2005   11/6/2005  10/6/2006  11/6/2006     6
   19        89    $     90,963.18  Actual/360   8/3/2005    9/6/2005              9/6/2005     6
             90    $  7,830,949.91  Actual/360   5/25/2005   7/6/2005   6/6/2007   7/6/2007     6
             91    $  7,468,132.68  Actual/360   9/26/2005  11/6/2005             11/6/2005     6
             92    $  8,090,952.00  Actual/360   7/14/2005   9/6/2005   8/6/2007   9/6/2007     6
             93    $  7,284,492.32  Actual/360   5/25/2005   7/1/2005              7/1/2005     1
   17        94    $  7,612,558.85  Actual/360  10/11/2005  12/6/2005  11/6/2007  12/6/2007     6
    9        95    $  7,744,560.59  Actual/360   7/28/2005   9/6/2005   8/6/2008   9/6/2008     6
    8        96    $  7,435,179.56  Actual/360   8/25/2005  10/6/2005   9/6/2007  10/6/2007     6


                                                                                                                   GRACE
          CONTROL                                                                                                  DAYS -
FOOTNOTE   NUMBER                                       GRACE DAYS - LATE FEE                                     DEFAULT
-------------------------------------------------------------------------------------------------------------------------

             41                                                  0                                                   0
             42                                                  0                                                   0
             43                                                  0                                                   0
 14, 15      44                                                  0                                                   0
             45                                                  0                                                   0
             46                                                  0                                                   0
   12        47                                                  0                                                   0
             48                                                  0                                                   0
             49                                                  0                                                   0
             50                                                 15                                                   0
             51                                                  0                                                   0
             52                                                  0                                                   0
             53                                                  0                                                   0
             54                                                  0                                                   0
   12        55                                                  0                                                   0
             56                                                  0                                                   0
   16        57                                                  0                                                   0
           57.01
           57.02
           57.03
           57.04
           57.05
           57.06
             58                                                  5                                                   5
             59                                                  0                                                   0
             60                                                  0                                                   0
   17        61                                                  0                                                   0
           61.01
           61.02
             62                                                  0                                                   0
             63                                                  0                                                   0
             64                                                  5                                                   5
             65                                                  4                                                   0
             66                                                  0                                                   0
             67                                                  0                                                   0
   12        68                                                  0                                                   0
             69                                                  0                                                   0
             70                                                  0                                                   0
   12        71                                                  0                                                   0
           72.01
           72.04
             72                                                  0                                                   0
           72.02
           72.03
             73                                                  0                                                   0
   12        74                                                  0                                                   0
   12        75                                                  0                                                   0
   12        76                                                  0                                                   0
             77                                                  0                                                   0
             78                                                  0                                                   0
   16        79                                                  0                                                   0
   12        80                                                  0                                                   0
             81                                                  0                                                   0
           81.01
           81.02
             82                                                  0                                                   0
   16        83                                                  5                                                   5
             84                                                  0                                                   0
             85                                                 15                                                   0
             86                                                  0                                                   0
   18        87                                                  0                                                   0
             88                                                  0                                                   0
   19        89                                                  0                                                   0
             90                                                  0                                                   0
             91                                                  0                                                   0
             92                                                  0                                                   0
             93                                                  5                                                   5
   17        94                                                  0                                                   0
    9        95                                                  0                                                   0
    8        96                                                 15                                                   0


                                                    ORIGINAL  REMAINING  ORIGINAL  REMAINING    ORIGINAL      REMAINING
          CONTROL    LOAN TYPE (IO, AMORTIZING,     INTEREST   INTEREST    LOAN       LOAN    AMORTIZATION  AMORTIZATION
FOOTNOTE   NUMBER           IO AMORTIZING)         ONLY TERM  ONLY TERM    TERM       TERM        TERM          TERM
------------------------------------------------------------------------------------------------------------------------

             41    Interest Only, Then Amortizing     60          59        120       119          300           300
             42              Amortizing                0           0         60        56          360           356
             43    Interest Only, Then Amortizing     36          35        120       119          360           360
 14, 15      44              Amortizing                0           0         60        56          730           726
             45             Interest Only             60          60         60        60           NA            NA
             46    Interest Only, Then Amortizing     36          33        120       117          360           360
   12        47              Amortizing                0           0        120       119          360           359
             48    Interest Only, Then Amortizing     12          10         60        58          360           360
             49    Interest Only, Then Amortizing     36          35        120       119          360           360
             50              Amortizing                0           0        120       119          360           359
             51    Interest Only, Then Amortizing     17           0        132       114          360           359
             52    Interest Only, Then Amortizing     60          58        120       118          360           360
             53    Interest Only, Then Amortizing     36          34        120       118          360           360
             54    Interest Only, Then Amortizing     24          22        120       118          360           360
   12        55    Interest Only, Then Amortizing     24          20        120       116          360           360
             56              Amortizing                0           0        120       117          360           357
   16        57    Interest Only, Then Amortizing     24          22        120       118          360           360
           57.01
           57.02
           57.03
           57.04
           57.05
           57.06
             58    Interest Only, Then Amortizing     24          22         88        86          360           360
             59    Interest Only, Then Amortizing     60          57        120       117          360           360
             60    Interest Only, Then Amortizing     12           9        120       117          360           360
   17        61    Interest Only, Then Amortizing     24          24        120       120          360           360
           61.01
           61.02
             62    Interest Only, Then Amortizing     48          44        120       116          360           360
             63              Amortizing                0           0        120       115          360           355
             64    Interest Only, Then Amortizing     36          27        120       111          360           360
             65    Interest Only, Then Amortizing     36          34         84        82          360           360
             66    Interest Only, Then Amortizing     60          59        120       119          360           360
             67              Amortizing                0           0         60        53          360           353
   12        68    Interest Only, Then Amortizing     36          35        120       119          360           360
             69             Interest Only            120         116        120       116           NA            NA
             70    Interest Only, Then Amortizing     24          20         84        80          360           360
   12        71    Interest Only, Then Amortizing     60          58        120       118          360           360
           72.01
           72.04
             72    Interest Only, Then Amortizing     24          20         60        56          300           300
           72.02
           72.03
             73              Amortizing                0           0        120       119          360           359
   12        74    Interest Only, Then Amortizing     60          56        120       116          360           360
   12        75    Interest Only, Then Amortizing     12          11        120       119          360           360
   12        76    Interest Only, Then Amortizing     12           9        120       117          360           360
             77    Interest Only, Then Amortizing     36          32        120       116          360           360
             78             Interest Only             60          58         60        58           NA            NA
   16        79    Interest Only, Then Amortizing     60          59        120       119          360           360
   12        80    Interest Only, Then Amortizing     60          56        120       116          360           360
             81              Amortizing                0           0        120       120          300           300
           81.01
           81.02
             82              Amortizing                0           0        120       118          360           358
   16        83    Interest Only, Then Amortizing     36          34        120       118          360           360
             84              Amortizing                0           0        120       114          360           354
             85    Interest Only, Then Amortizing     24          21        120       117          360           360
             86              Amortizing                0           0        120       116          300           296
   18        87    Interest Only, Then Amortizing     24          21        120       117          360           360
             88    Interest Only, Then Amortizing     12          11        120       119          360           360
   19        89           Fully Amortizing             0           0        156       153          156           153
             90    Interest Only, Then Amortizing     24          19        120       115          360           360
             91              Amortizing                0           0        120       119          360           359
             92    Interest Only, Then Amortizing     24          21         84        81          360           360
             93              Amortizing                0           0        120       115          360           355
   17        94    Interest Only, Then Amortizing     24          24        120       120          360           360
    9        95    Interest Only, Then Amortizing     36          33        120       117          360           360
    8        96    Interest Only, Then Amortizing     24          22        120       118          360           360


                                               HYPER                              CROSS           CROSS
          CONTROL                            AMORTIZING              CASH     COLLATERALIZED  COLLATERALIZED
FOOTNOTE   NUMBER  SEASONING  MATURITY DATE     LOAN     LOCKBOX  MANAGEMENT       (Y/N)          GROUP
------------------------------------------------------------------------------------------------------------

             41        1        10/6/2015        No        Hard     In Place         No            NAP
             42        4         7/6/2010        No        Soft    Springing         No            NAP
             43        1        10/6/2015        No        Hard    Springing         No            NAP
 14, 15      44        4         7/6/2010        No        Soft     In Place         No            NAP
             45        0        11/6/2010        No        NAP        NAP            No            NAP
             46        3         8/6/2015        No        NAP        NAP            No            NAP
   12        47        1        10/6/2015        No        Soft    Springing        Yes           Yes-01
             48        2         9/6/2010        No        Hard    Springing        Yes           Yes-01
             49        1        10/6/2015        No        Soft     In Place         No            NAP
             50        1        10/6/2015        No        NAP        NAP            No            NAP
             51       18         5/6/2015        No        Hard    Springing         No            NAP
             52        2         9/6/2015        No        Hard    Springing         No            NAP
             53        2         9/6/2015        No        NAP        NAP            No            NAP
             54        2         9/6/2015        No        NAP        NAP            No            NAP
   12        55        4         7/6/2015        No        NAP        NAP            No            NAP
             56        3         8/6/2015        No        NAP        NAP            No            NAP
   16        57        2         9/6/2015        No        NAP        NAP            No            NAP
           57.01
           57.02
           57.03
           57.04
           57.05
           57.06
             58        2         1/2/2013        No        NAP        NAP            No            NAP
             59        3         8/6/2015        No        NAP        NAP            No            NAP
             60        3         8/6/2015        No        NAP        NAP            No            NAP
   17        61        0        11/6/2015        No        NAP        NAP            No            NAP
           61.01
           61.02
             62        4         7/6/2015        No        Soft    Springing         No            NAP
             63        5         6/6/2015        No        Hard    Springing         No            NAP
             64        9         2/1/2015        No        NAP        NAP            No            NAP
             65        2         9/6/2012        No        NAP        NAP            No            NAP
             66        1        10/6/2015        No        NAP        NAP            No            NAP
             67        7         4/6/2010        No        Hard    Springing         No            NAP
   12        68        1        10/6/2015        No        Hard    Springing         No            NAP
             69        4         7/6/2015        No        NAP        NAP            No            NAP
             70        4         7/6/2012        No        NAP        NAP            No            NAP
   12        71        2         9/6/2015        No        NAP        NAP            No            NAP
           72.01
           72.04
             72        4         7/6/2010        No        Hard    Springing         No            NAP
           72.02
           72.03
             73        1        10/6/2015        No        Hard    Springing         No            NAP
   12        74        4         7/6/2015        No        NAP        NAP            No            NAP
   12        75        1        10/6/2015        No        NAP        NAP            No            NAP
   12        76        3         8/6/2015        No        Hard    Springing         No            NAP
             77        4         7/6/2015        No        Hard    Springing         No            NAP
             78        2         9/6/2010        No        NAP        NAP            No            NAP
   16        79        1        10/6/2015        No        NAP        NAP            No            NAP
   12        80        4         7/6/2015        No        NAP        NAP            No            NAP
             81        0        11/6/2015        No        NAP        NAP            No            NAP
           81.01
           81.02
             82        2         9/6/2015        No        Hard    Springing         No            NAP
   16        83        2         9/1/2015        No        NAP        NAP            No            NAP
             84        6         5/6/2015        No        Hard    Springing         No            NAP
             85        3         8/6/2015        No        NAP        NAP            No            NAP
             86        4         7/6/2015        No        NAP        NAP            No            NAP
   18        87        3         8/6/2015        No        NAP        NAP            No            NAP
             88        1        10/6/2015        No        NAP        NAP            No            NAP
   19        89        3         8/6/2018        No        NAP        NAP            No            NAP
             90        5         6/6/2015        No        NAP        NAP            No            NAP
             91        1        10/6/2015        No        Hard    Springing         No            NAP
             92        3         8/6/2012        No        NAP        NAP            No            NAP
             93        5         6/1/2015        No        NAP        NAP            No            NAP
   17        94        0        11/6/2015        No        NAP        NAP            No            NAP
    9        95        3         8/6/2015        No        Hard    Springing         No            NAP
    8        96        2         9/6/2015        No        NAP        NAP            No            NAP


          CONTROL                                                              MEZZ DEBT
FOOTNOTE   NUMBER          PREPAYMENT PROVISIONS (# OF PAYMENTS) (1)            BALANCE    B NOTE BALANCE  EARNOUT FLAG
-----------------------------------------------------------------------------------------------------------------------

             41    Lockout/25_Defeasance/91_0%/4                                                                No
             42    Lockout/28_Defeasance/29_0%/3                                                                No
             43    Lockout/25_Defeasance/91_0%/4                                                                No
 14, 15      44    Lockout/28_Defeasance/28_0%/4                                                                No
             45    Lockout/24_Defeasance/31_0%/5                                                                No
             46    Lockout/27_Defeasance/89_0%/4                                                                No
   12        47    Lockout/25_Defeasance/91_0%/4                                                                No
             48    Lockout/26_Defeasance/30_0%/4                                                                No
             49    Lockout/25_Defeasance/91_0%/4                                                                No
             50    Lockout/25_Defeasance/91_0%/4                                                                No
             51    Lockout/42_Defeasance/86_0%/4                                                                No
             52    Lockout/26_Defeasance/90_0%/4                                                                No
             53    Lockout/26_Defeasance/90_0%/4                                                                No
             54    Lockout/26_Defeasance/90_0%/4                                                                No
   12        55    Lockout/28_Defeasance/89_0%/3                                                                No
             56    Lockout/27_Defeasance/89_0%/4                                                                No
   16        57    Lockout/26_Defeasance/90_0%/4                                                               Yes
           57.01
           57.02
           57.03
           57.04
           57.05
           57.06
             58    Lockout/26_Defeasance/58_0%/4                                                                No
             59    Lockout/27_Defeasance/89_0%/4                                                                No
             60    Lockout/27_Defeasance/89_0%/4                                                                No
   17        61    Lockout/24_Defeasance/92_0%/4                                                                No
           61.01
           61.02
             62    Lockout/28_Defeasance/89_0%/3                                                                No
             63    Lockout/29_Defeasance/87_0%/4                                                                No
             64    Lockout/33_Defeasance/83_0%/4                                                                No
             65    Lockout/26_Defeasance/54_0%/4                                                                No
             66    Lockout/25_Defeasance/91_0%/4                                                                No
             67    Lockout/31_Defeasance/26_0%/3                                                                No
   12        68    Lockout/25_Defeasance/91_0%/4                                                                No
             69    Lockout/28_Defeasance/88_0%/4                                                                No
             70    Lockout/28_Defeasance/52_0%/4                                                                No
   12        71    Lockout/26_Defeasance/90_0%/4                                                                No
           72.01
           72.04
             72    Lockout/28_Defeasance/29_0%/3                                                                No
           72.02
           72.03
             73    Lockout/25_Defeasance/91_0%/4                                                                No
   12        74    Lockout/28_Defeasance/88_0%/4                                                                No
   12        75    Lockout/25_Defeasance/91_0%/4                                                                No
   12        76    Lockout/27_Defeasance/89_0%/4                                                                No
             77    Lockout/28_Defeasance/88_0%/4                                                                No
             78    Lockout/26_Defeasance/31_0%/3                                                                No
   16        79    Lockout/25_Defeasance/91_0%/4                                                               Yes
   12        80    Lockout/28_Defeasance/88_0%/4                                                                No
             81    Lockout/24_Defeasance/93_0%/3                                                                No
           81.01
           81.02
             82    Lockout/26_Defeasance/91_0%/3                                                                No
   16        83    Lockout/26_Defeasance/90_0%/4                                                               Yes
             84    Lockout/30_Defeasance/87_0%/3                                                                No
             85    Lockout/27_Defeasance/89_0%/4                                                                No
             86    Lockout/28_Defeasance/88_0%/4                                                                No
   18        87    Lockout/27_Defeasance/89_0%/4                                                                No
             88    Lockout/25_Defeasance/91_0%/4                                                                No
   19        89    Lockout/27_Defeasance/80_YM/1_Defeasance/45_0%/3                                             No
             90    Lockout/29_Defeasance/87_0%/4                                                                No
             91    Lockout/25_Defeasance/91_0%/4                                                                No
             92    Lockout/27_Defeasance/53_0%/4                                                                No
             93    Lockout/29_Defeasance/87_0%/4                                                                No
   17        94    Lockout/24_Defeasance/92_0%/4                                                                No
    9        95    Lockout/27_Defeasance/88_0%/5                                             $  900,000         No
    8        96    Lockout/26_Defeasance/90_0%/4                                                                No


                                                                                      SCHEDULED
          CONTROL                   P & I AFTER   APPRAISAL     APPRAISAL    CUT-OFF   MATURITY                OCCUPANCY
FOOTNOTE   NUMBER  EARNOUT AMOUNT     EARNOUT       DATE          VALUE     DATE LTV   DATE LTV  OCCUPANCY %  AS OF DATE
------------------------------------------------------------------------------------------------------------------------

             41       $         0  $        0.00   8/15/2005  $ 35,300,000    73.7%     67.3%        66.4%     8/31/2005
             42       $         0  $        0.00   6/3/2005   $ 35,900,000    69.4%     64.6%       100.0%     6/22/2005
             43       $         0  $        0.00   8/18/2005  $ 36,800,000    66.6%     59.3%       100.0%     7/1/2005
 14, 15      44       $         0  $        0.00   3/14/2005  $ 26,500,000    83.0%     82.5%        93.8%     6/6/2005
             45       $         0  $        0.00   8/4/2005   $ 27,000,000    77.8%     77.8%        87.9%     7/27/2005
             46       $         0  $        0.00   6/13/2005  $ 25,900,000    78.0%     69.2%        95.0%     5/31/2005
   12        47       $         0  $        0.00   6/23/2005  $ 14,650,000    73.9%     65.5%       100.0%     7/22/2005
             48       $         0  $        0.00   6/12/2005  $ 12,400,000    73.9%     65.5%        67.2%     7/22/2005
             49       $         0  $        0.00   8/16/2005  $ 29,800,000    63.8%     57.3%        77.6%     5/1/2005
             50       $         0  $        0.00   8/11/2005  $ 23,850,000    77.9%     64.2%        96.4%     6/30/2005
             51       $         0  $        0.00   8/24/2005  $ 32,500,000    55.3%     47.5%        89.4%     9/1/2005
             52       $         0  $        0.00   7/21/2005  $ 23,700,000    74.3%     68.5%        98.8%     7/28/2005
             53       $         0  $        0.00   7/25/2005  $ 21,700,000    80.2%     71.2%        96.1%     7/1/2005
             54       $         0  $        0.00   7/7/2005   $ 29,500,000    57.6%     49.9%       100.0%     8/30/2005
   12        55       $         0  $        0.00   4/15/2005  $ 22,600,000    73.0%     63.7%        94.1%     3/9/2005
             56       $         0  $        0.00   6/7/2005   $ 20,600,000    79.7%     66.2%       100.0%     5/31/2005
   16        57       $ 1,000,000  $   82,273.99              $ 20,775,000    72.2%     61.1%        83.8%     5/24/2005
           57.01                                   6/9/2005   $  4,700,000                           93.9%     5/24/2005
           57.02                                   6/9/2005   $  4,500,000                           97.8%     5/24/2005
           57.03                                   6/9/2005   $  3,975,000                           37.2%     5/24/2005
           57.04                                   6/9/2005   $  3,650,000                           63.9%     5/24/2005
           57.05                                   6/9/2005   $  2,450,000                           96.6%     5/24/2005
           57.06                                   6/9/2005   $  1,500,000                           87.2%     5/24/2005
             58       $         0  $        0.00   7/19/2005  $ 25,000,000    62.4%     57.2%        92.9%     7/31/2005
             59       $         0  $        0.00   5/23/2005  $ 21,500,000    69.8%     64.6%        88.3%     5/1/2005
             60       $         0  $        0.00   6/14/2005  $ 23,600,000    62.0%     52.1%        94.5%     4/30/2005
   17        61       $         0  $        0.00              $ 19,400,000    74.7%     64.6%       100.0%     8/1/2005
           61.01                                   8/9/2005   $ 14,000,000                          100.0%     8/1/2005
           61.02                                   9/1/2005   $  5,400,000                          100.0%     8/1/2005
             62       $         0  $        0.00   4/27/2005  $ 23,100,000    62.3%     56.5%        74.3%     4/22/2005
             63       $         0  $        0.00   5/1/2005   $ 16,500,000    79.4%     66.1%        80.5%     7/26/2005
             64       $         0  $        0.00   4/29/2005  $ 16,640,000    78.1%     69.7%        75.5%     6/30/2005
             65       $         0  $        0.00   5/27/2005  $ 17,100,000    76.0%     71.8%        96.9%     6/9/2005
             66       $         0  $        0.00   8/2/2005   $ 15,450,000    79.6%     73.7%        88.1%     7/27/2005
             67       $         0  $        0.00   1/14/2005  $ 15,000,000    81.3%     77.3%        85.0%     7/12/2005
   12        68       $         0  $        0.00   4/17/2005  $ 19,470,000    61.6%     54.6%       100.0%     3/1/2005
             69       $         0  $        0.00   5/11/2005  $ 15,000,000    80.0%     80.0%        94.5%     4/25/2005
             70       $         0  $        0.00   4/13/2005  $ 16,200,000    74.1%     68.8%        85.1%     3/14/2005
   12        71       $         0  $        0.00              $ 14,600,000    79.5%     73.8%        84.3%     8/1/2005
           72.01                                   5/4/2005   $  8,600,000                           84.1%     8/1/2005
           72.04                                   6/20/2005  $  6,000,000                           84.9%     8/1/2005
             72       $         0  $        0.00              $ 16,800,000    69.0%     64.9%        79.7%
           72.02                                   5/13/2005  $  9,100,000                           80.0%     2/28/2005
           72.03                                   5/11/2005  $  7,700,000                           79.3%     3/31/2005
             73       $         0  $        0.00   8/18/2005  $ 17,000,000    67.6%     56.7%       100.0%     6/30/2005
   12        74       $         0  $        0.00   5/11/2005  $ 15,200,000    74.5%     68.9%       100.0%     7/1/2005
   12        75       $         0  $        0.00   8/6/2005   $ 15,400,000    73.1%     61.7%        93.2%     8/15/2005
   12        76       $         0  $        0.00   3/19/2005  $ 14,100,000    76.6%     65.1%       100.0%     6/30/2005
             77       $         0  $        0.00   5/25/2005  $ 14,400,000    74.2%     66.4%       100.0%     6/1/2005
             78       $         0  $        0.00   5/26/2005  $ 14,880,000    70.6%     70.6%       100.0%     7/1/2005
   16        79       $   595,000  $   53,882.66   8/5/2005   $ 13,500,000    72.0%     65.6%        87.2%     7/31/2005
   12        80       $         0  $        0.00   3/18/2005  $ 13,250,000    77.1%     71.4%        93.9%     4/15/2005
             81       $         0  $        0.00              $ 13,700,000    73.0%     57.0%        60.3%     6/30/2005
           81.01                                   8/4/2005   $  6,800,000                           58.1%     6/30/2005
           81.02                                   8/5/2005   $  6,900,000                           62.9%     6/30/2005
             82       $         0  $        0.00   8/3/2005   $ 13,500,000    73.9%     61.8%        85.9%     7/31/2005
   16        83       $   515,909  $   51,529.06   7/15/2005  $ 13,000,000    72.2%     67.7%        84.2%     6/30/2005
             84       $         0  $        0.00   3/17/2005  $ 13,000,000    76.0%     64.1%        91.2%     8/3/2005
             85       $         0  $        0.00   6/3/2005   $ 12,725,000    77.4%     67.2%        83.5%     7/31/2005
             86       $         0  $        0.00   4/26/2005  $ 13,400,000    71.3%     55.6%        79.3%     6/30/2005
   18        87       $         0  $        0.00   7/1/2005   $ 12,700,000    74.8%     64.6%        86.8%     5/31/2005
             88       $         0  $        0.00   8/2/2005   $ 13,300,000    70.0%     59.5%        84.6%     8/31/2005
   19        89       $         0  $        0.00   5/12/2005  $ 12,220,000    74.3%     0.7%         98.6%     7/1/2005
             90       $         0  $        0.00   2/22/2005  $ 12,400,000    72.6%     63.2%        86.0%     6/30/2005
             91       $         0  $        0.00   8/1/2005   $ 12,000,000    74.9%     62.2%       100.0%     5/3/2005
             92       $         0  $        0.00   6/6/2005   $ 11,700,000    75.2%     69.2%        81.6%     6/15/2005
             93       $         0  $        0.00   4/4/2005   $ 11,000,000    79.3%     66.2%       100.0%     6/30/2005
   17        94       $         0  $        0.00   Estimate   $ 12,000,000    72.3%     63.4%        95.1%     6/17/2005
    9        95       $         0  $        0.00   6/2/2005   $ 10,800,000    79.6%     71.7%       100.0%     7/22/2005
    8        96       $         0  $        0.00   6/23/2005  $ 11,460,000    74.2%     63.8%        84.2%     7/13/2005


                                                                                       LARGEST
                                                                            Largest    TENANT
          CONTROL                                                            Tenant     LEASE
FOOTNOTE   NUMBER          LARGEST TENANT (BASED ON SQUARE FOOTAGE)         Sq. Ft.  EXPIRATION
-----------------------------------------------------------------------------------------------

             41    NAP                                                           --      NAP
             42    729 7th Realty Corp.                                      19,618   2/27/2024
             43    CompUSA LP                                                68,426   4/30/2014
 14, 15      44    NAP                                                           --      NAP
             45    TETCO, Inc.                                               25,870  12/31/2006
             46    Hobby Lobby                                               56,845  11/30/2013
   12        47    Safeway dba Pak 'n Save                                   58,000   3/13/2013
             48    AGI Publishing dba ValleyYellow Pages                      6,880   9/30/2006
             49    Melles Griot                                             128,000   1/22/2014
             50    Marshalls                                                 30,000   4/30/2010
             51    Shoppers Food Warehouse                                   58,517   5/31/2020
             52    Home Depot USA Inc                                       106,760  10/31/2021
             53    Stations Casino                                           38,790   2/28/2007
             54    Pasta Shop                                                 8,969   6/30/2015
   12        55    Golf Galaxy                                               21,007   6/30/2010
             56    Lexington Commercial Holdings                             13,645  12/31/2017
   16        57
           57.01   State Farm Insurance                                      26,400   5/1/2008
           57.02   Wire & Cable                                              26,664   1/31/2006
           57.03   Stonebridge Bank                                          12,325   5/1/2011
           57.04   Competitive Media Services                                16,574   1/1/2007
           57.05   State Farm Insurance                                      23,600   2/1/2006
           57.06   Grainger                                                  15,650   7/1/2006
             58    Tommy Bahama Retail & Rest.                               13,500  12/31/2013
             59    Brighton Institute (Mr. Tom Rotello)                       4,503   9/30/2015
             60    Thriftway                                                 48,952  10/31/2009
   17        61
           61.01   Office Max                                                36,347   1/31/2012
           61.02   Petsmart                                                  19,107   8/14/2025
             62    Multnomah County                                          99,478   4/30/2016
             63    Carnival Food Stores                                      58,432   9/30/2017
             64    Commonwealth Title                                        11,307   3/1/2010
             65    Radiology Associates of Hollywood                         14,438   1/31/2010
             66    The Selling Source                                        36,600   6/30/2010
             67    Business Journal Publications                              9,632   9/30/2009
   12        68    Save Mart Supermarkets                                    51,315   1/1/2016
             69    Marshalls of MA, Inc.                                     29,762   4/30/2009
             70    Information Services Extended, Inc.                       19,822   6/1/2009
   12        71
           72.01   Tungland Corporation                                      27,297  12/31/2008
           72.04   Summerlin Dance Academy                                    5,973   4/30/2012
             72
           72.02   NAP                                                           --      NAP
           72.03   NAP                                                           --      NAP
             73    Sealy Mattress Company of Albany                         257,000  10/31/2018
   12        74    LA Fitness                                                45,000   7/31/2020
   12        75    PetsMart                                                  18,939   2/1/2015
   12        76    Roomstore                                                 31,200  11/14/2014
             77    Circuit City Stores West Coast, Inc.                      33,695   1/31/2010
             78    NAP                                                           --      NAP
   16        79    Publix                                                    39,795   5/1/2010
   12        80    Hill Donnelly                                             29,566   6/1/2008
             81
           81.01   NAP                                                           --      NAP
           81.02   NAP                                                           --      NAP
             82    Walter J. McKeever & Company                               5,864   6/30/2012
   16        83    US Social Security                                        14,136   1/1/2007
             84    Ralph's Grocery                                           30,500  12/31/2019
             85    Lowe's Food Stores, Inc.                                  51,400   6/30/2025
             86    NAP                                                           --      NAP
   18        87    Allstate (d.b.a Encompass)                                29,070  11/30/2006
             88    SBI and Company                                            4,881   9/1/2006
   19        89    Auto Tech Service Center                                  14,140   2/28/2009
             90    GC West Properties, LLP                                   12,429   4/1/2015
             91    Scoop NYC                                                  4,300   6/30/2015
             92    Lenders & Members Service                                 21,327   2/1/2007
             93    Gigante USA                                               48,230   2/1/2025
   17        94    Elkay Plastics Co., Inc                                   18,212   8/31/2007
    9        95    Shaw's Supermarkets, Inc                                  67,567  11/30/2009
    8        96    Central Carolina                                          16,813   9/1/2009


                                                                              SECOND     SECOND
                                                                             LARGEST    LARGEST
          CONTROL                                                             TENANT  TENANT LEASE
FOOTNOTE   NUMBER                   SECOND LARGEST TENANT                    SQ. FT.   EXPIRATION
--------------------------------------------------------------------------------------------------

             41    NAP                                                            --       NAP
             42    NAP                                                            --       NAP
             43    Au Bon Pain Co.,  Inc.                                      4,260    5/31/2009
 14, 15      44    NAP                                                            --       NAP
             45    Lockheed Martin Corporation                                26,529    9/30/2010
             46    Gart Brothers Sports Superstore                            45,000    1/31/2011
   12        47    McDonalds                                                   5,425    6/17/2010
             48    ST San Diego LLC dba Sleep Train                            6,000    7/31/2010
             49    K2 (Alphatech Subtenant)                                   19,037    2/28/2008
             50    Goody's Family Clothing                                    27,000    3/31/2007
             51    Jo-Ann Fabrics                                             25,000    1/31/2007
             52    Shaws Supermarkets, Inc.                                   50,225   12/31/2012
             53    Embassy Terrace                                             7,726    8/19/2010
             54    Environ. Defense Fund                                       8,260    11/1/2007
   12        55    Rec Room Furniture & Games/Toys R Us                       20,926    1/31/2013
             56    Wells Fargo Bank                                           12,666    6/30/2008
   16        57
           57.01   Service Mark                                               16,258    5/1/2006
           57.02   Radnor Alloys                                              16,000    11/1/2008
           57.03   Omron                                                       1,405    5/1/2007
           57.04   Main Financial                                              8,023    6/1/2010
           57.05   EDC                                                         3,300       MTM
           57.06   Pennsy Corporation                                          1,600    4/1/2006
             58    Woodbine Southwest                                          7,099   12/31/2008
             59    Dr. Gary Hoffman                                            3,378    7/31/2015
             60    Eckerd                                                      8,208   12/31/2009
   17        61
           61.01   Barnes and Noble                                           24,180    2/26/2011
           61.02   NAP                                                            --       NAP
             62    Qwest Corporation                                          83,095   10/31/2015
             63    Salon in the Park                                          11,763    3/31/2006
             64    Miles, Bauer, Bergstrom & Winters, LLP                      8,078    7/1/2010
             65    International Office                                       12,134    7/31/2009
             66    Media Tel Marketing, LLC                                   17,000    8/30/2010
             67    Visionary--Dark                                             8,131    3/31/2009
   12        68    Newark Expo Center dba Chandni Rest.                       22,960    5/31/2019
             69    Goody's Family Clothing, Inc.                              24,500    4/30/2009
             70    Children's Services Council of Broward                     19,431    3/31/2009
   12        71
           72.01   Blockbuster                                                 7,000   11/30/2010
           72.04   Sylvan Learning Center                                      2,772    6/30/2008
             72
           72.02   NAP                                                            --       NAP
           72.03   NAP                                                            --       NAP
             73    NAP                                                            --       NAP
   12        74    Pollo Tropical                                              3,015   11/30/2014
   12        75    A & N                                                       7,513    8/1/2010
   12        76    Conn's Appliances                                          28,000   12/31/2011
             77    Kasie Company                                              15,770   11/30/2010
             78    NAP                                                            --       NAP
   16        79    CVS                                                        10,356    8/1/2010
   12        80    Hillsborough Code Enf.                                     21,100    9/1/2009
             81
           81.01   NAP                                                            --       NAP
           81.02   NAP                                                            --       NAP
             82    Integrative Oncology                                        5,768    7/31/2015
   16        83    Calton & Associates                                         7,682    3/31/2006
             84    Atelier Art School                                          3,300       MTM
             85    Best Price Cleaners                                         3,204    6/30/2015
             86    NAP                                                            --       NAP
   18        87    Nestle                                                     13,476    1/15/2008
             88    Windermere Real Estate/Sonoran Prop.                        4,539    6/1/2009
   19        89    GMOB dba Charles Carter                                    11,060    4/30/2008
             90    DTG Cooper City                                             8,286    7/1/2015
             91    Skyworks Capital                                            4,200    8/31/2009
             92    Albertson's Inc.                                           20,001    6/1/2009
             93    U.S. Armed Forces Career Center (subleased from Gigante)    5,018    2/1/2025
   17        94    One Source                                                 10,356    5/31/2006
    9        95    Sharon Pictures, LLC                                       14,684    7/31/2011
    8        96    Greensboro Cardiology                                       9,548    11/1/2009


                                                              THIRD
                                                             LARGEST
          CONTROL                                             TENANT
FOOTNOTE   NUMBER              THIRD LARGEST TENANT          SQ. FT.
--------------------------------------------------------------------

             41    NAP                                            --
             42    NAP                                            --
             43    NAP                                            --
 14, 15      44    NAP                                            --
             45    Travel Realty Corp.                        18,910
             46    TJ Maxx                                    31,330
   12        47    Midas Mufflers                              5,031
             48    Provident Central Credit Union              2,520
             49    Isaac's Bakery & Deli, Inc.                 4,967
             50    Old Navy                                   25,000
             51    Pier 1 Imports                             10,067
             52    Fashion Bug #670, Inc                      17,000
             53    Goldilocks Spa & Hair                       5,160
             54    Oliveto                                     6,423
   12        55    Ferguson Enterprises, Inc.                 10,000
             56    Gettleson, Witzer & Co.                     7,911
   16        57
           57.01   Bruce & Merrilees                           8,024
           57.02   J.C. Ehrlich                               10,300
           57.03   NAP                                            --
           57.04   NAP                                            --
           57.05   Homenet                                     3,300
           57.06   New Life Youth                              1,346
             58    Banana Republic                             6,801
             59    Jimmy Au's for Men 5'8" and Under, Inc.     3,093
             60     Grand Palace Rest LLC                      4,867
   17        61
           61.01   NAP                                            --
           61.02   NAP                                            --
             62    FSH Communications, LLC                     5,628
             63    Thrift Shop                                 8,820
             64    Slade Development                           7,032
             65    Globetel Communications Corp.              10,169
             66    JP Mortgage Group                           8,100
             67    Teleforce International, Inc.               5,590
   12        68    Cornerstone Christian Church                8,150
             69    Shoe Carnival, Inc                         20,020
             70    Managed Healthcare Systems, Inc.           11,742
   12        71
           72.01   Kitchen Classics                            4,650
           72.04   Smart Move/My Left Foot                     1,709
             72
           72.02   NAP                                            --
           72.03   NAP                                            --
             73    NAP                                            --
   12        74    The Electric Sandbox                        1,675
   12        75    Dress Barn                                  7,274
   12        76    Petsmart                                   19,468
             77    Castles N' Coasters Limited Partnership    12,530
             78    NAP                                            --
   16        79    Greenberg Dental Associates                 4,642
   12        80    Hillsborough Tax Collector                 12,330
             81
           81.01   NAP                                            --
           81.02   NAP                                            --
             82    Murphy & Company                            5,372
   16        83    Drs. Sheer, Ahearn                          7,635
             84    Two Guys From Italy                         2,525
             85    Tony's Pizza of Raleigh, Inc.               2,664
             86    NAP                                            --
   18        87    Dearborn Financial Institute               11,031
             88    Richard Lee Averitte, Jr.                   3,010
   19        89    Johnstone Supply                           10,819
             90    Renal Treatment Centers                     5,675
             91    First Albany Companies                      4,200
             92    Dolex Dollar Express                       12,836
             93    NAP                                            --
   17        94    Carrier Corporation                        10,310
    9        95    KinderCare Learning Center                  9,789
    8        96    Breast Center of Greensboro                 7,602


1    The Open Period is inclusive of the Maturity Date

2    Container Store has an executed lease but is not yet in occupancy. They are
     expected to open in March 2006.

3    Ongoing reserve amounts for RE Tax, Insurance, TI/LC and Replacement
     Reserves are yet to be determined.

4    The Appraisal Value reflects an overall portfolio valuation which is
     greater than the sum of the individual property appraised values.

5    The Monthly Payment is a calculated average of the future principal and
     interest payments for the 12-month period beginning with the payment in
     October 2012 thru the payment in September 2013. The Annual Debt Service is
     the sum of the scheduled principal and interest for the same period. The
     Underwritten NOI DSCR and Underwritten NCF DSCR are based on the required
     amortization schedule and interest payments for the 12-month period
     beginning with the payment in October 2012 through the payment in September
     2013.

6    The Cut-off Date LTV and Underwritten NCF DSCR are based on the total
     $251,000,000 financing reduced by the $15,000,000 performance guarantee.

7    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 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.

8    The Scheduled Maturity Date LTV is calculated utilizing the stabilized
     appraised value.

9    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 excludes
     the cut-off date principal balance of any subordinate mortgage loan in that
     split loan structure.

10   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.

11   The Cut-off Date LTV and Maturity Date LTV are calculated net of
     $16,500,000 in reserves.

12   Borrowing entity utilizes a tenant-in-common structure

13   The pari passu companion loan is a future funding obligation of GCFP.
     Underwritten debt service coverage ratios and loan to appraised value
     ratios shown in this prospectus supplement are calculated as if the
     $9,400,000 advance was funded.

14   The 730 month Original Amortization term is approximate. Amortization for
     the loan is based on $20,000,000 interest only and $2,000,000 amortizing on
     a 360 month schedule. See Annex A-3 for actual amortization schedule.

15   The Monthly Payment is a calculated average of the future principal and
     interest payments for the 12-month period beginning with the payment in
     November 2005 thru the payment in October 2006. The Annual Debt Service is
     the sum of the scheduled principal and interest for the same period. The
     Underwritten NOI DSCR and Underwritten NCF DSCR are based on the required
     amortization schedule and interest payments for the 12-month period
     beginning with the payment in November 2005 through the payment in October
     2006.

16   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 as applicable.

17   All reserves are estimated and final reserve amounts will be determined at
     loan closing.

18   Prior to October 21, 2005, the ground lessor is required to convey its fee
     interest to the borrower in exchange for a limited partnership interest in
     the borrower. If the conveyance does not take place on or prior to such
     date, the loan documents provide that the interest rate on the related
     mortgage loan will be increased by 0.05%

19   The mortgage loan is fully payable on its initial maturity date on August
     6, 2014 with an exit fee if the loan's extension option is not exercised or
     otherwise fully prepayable on its final maturity date on August 6, 2018
     without an exit fee. For purposes of all calculations, we have assumed the
     loan term through the final maturity date.

20   The Appraisal Value reflects the stabilized appraisal value with
     stabilization that is expected to occur in November 2005.

21   Property is leased by Alamo Rent-A-Car. The property size and largest
     tenant size shown include 15,981 sf of building space 36,212 sf of parking
     space.

22   Borrower is required to pay as rent, on or before June 1 and December 1 of
     each year of the term, a sum equal to the amount payable as principal and
     interest on the bonds issued by the ground lessor and purchased by
     Borrower. The bonds were issued on September 1, 2002 in the principal
     amount of $14,200,000 with a coupon of 6.5% and a maturity date of December
     31, 2012. See "Annex B - Structural and Collateral Term Sheet - Ten Largest
     Mortgage Loans - Schron Industrial Portfolio.





                                                                                                                       TERRORISM
                   THIRD LARGEST                              PHASE II                      SEISMIC      EARTHQUAKE    INSURANCE
          CONTROL   TENANT LEASE  ENGINEERING                PERFORMED  PHASE II             REPORT       INSURANCE    REQUIRED
FOOTNOTE   NUMBER    EXPIRATION   REPORT DATE  PHASE I DATE    (Y/N)      DATE     PML %      DATE     REQUIRED (Y/N)    (Y/N)
--------------------------------------------------------------------------------------------------------------------------------

            41           NAP       9/1/2005       9/6/2005        No                                          No           Yes
            42           NAP       6/15/2005     6/15/2005        No                                          No           Yes
            43           NAP       8/30/2005     8/29/2005        No                                          No           Yes
 14, 15     44           NAP       5/19/2005     3/31/2005        No                                          No           Yes
            45        8/31/2012    8/10/2005     8/10/2005        No                                          No           Yes
            46        8/31/2007    6/15/2005     6/17/2005        No                                          No           Yes
   12       47       11/30/2006    9/1/2005       9/1/2005        No                 17     9/1/2005          No           Yes
            48        4/26/2010    6/15/2005     7/19/2005        No                 18     6/13/2005         No           Yes
            49        7/31/2006    8/23/2005     8/26/2005        No                 17     8/24/2005         No           Yes
            50        9/30/2010    8/2/2005      7/25/2005        No                                          No           Yes
            51        2/28/2010    3/11/2004     3/12/2004       Yes    9/7/2005                              No           Yes
            52        1/31/2010    7/28/2005     7/28/2005        No                                          No           Yes
            53        6/30/2006    8/25/2005      8/2/2005        No                                          No           Yes
            54        12/1/2006    7/12/2005     8/22/2005        No               15, 17   7/25/2005         No           Yes
   12       55        5/31/2015    6/29/2005     6/13/2005        No                                          No           Yes






            56       12/31/2006    9/15/2005     8/23/2005        No                 19     9/15/2005         No           Yes
   16       57                                                    No
           57.01      12/1/2006    7/21/2005     6/16/2005        No                                          No           Yes
           57.02      1/1/2008     7/21/2005     6/16/2005        No                                          No           Yes
           57.03         NAP       7/21/2005     6/16/2005        No                                          No           Yes
           57.04         NAP       7/21/2005     6/16/2005        No                                          No           Yes
           57.05      3/1/2009     7/21/2005     6/16/2005        No                                          No           Yes
           57.06      7/1/2007     7/21/2005     6/16/2005        No                                          No           Yes
            58       11/30/2014    7/28/2005     8/18/2005        No                                          No           Yes
            59        9/30/2015    8/3/2005       7/1/2005        No                 16     6/30/2005         No           Yes
            60        1/31/2015    6/27/2005     7/11/2005        No                                          No           Yes
   17       61                                                    No              Various    Various
           61.01         NAP       8/9/2005      8/31/2005        No                 18     8/9/2005          No           Yes
           61.02         NAP       9/8/2005      9/12/2005        No                                          No           Yes
            62        8/31/2008    6/9/2005      6/10/2005        No                 24     3/16/2005         Yes          Yes
            63       11/30/2006    5/13/2005     5/10/2005        No                                          No           Yes
            64        9/1/2010    12/30/2004     12/29/2004       No                                          No           Yes
            65        6/30/2011    6/8/2005       6/7/2005        No                                          No           Yes
            66        8/14/2010    8/25/2005     8/25/2005        No                                          No           Yes
            67        2/28/2006    2/10/2005     2/10/2005        No                                          No           Yes
   12       68        3/31/2008   12/15/2004     12/23/2004       No                 17    12/15/2004         Yes          Yes
            69        1/31/2010    3/9/2005       3/9/2005       Yes    4/6/2005                              No           Yes
            70        8/31/2010    4/25/2005     4/25/2005        No                                          No           Yes
   12       71
           72.01      4/30/2009    5/24/2005     5/26/2005        No                                          No           Yes
           72.04      4/30/2009    7/12/2005     7/12/2005        No                                          No           Yes
            72
           72.02         NAP       5/20/2005     5/20/2005        No                                          No           Yes
           72.03         NAP       5/21/2005     5/21/2005        No                                          No           Yes
            73           NAP       8/29/2005     8/31/2005        No                                          No           Yes





   12       74        6/30/2008    5/16/2005     5/17/2005        No                                          No           Yes
   12       75        7/1/2010     8/10/2005      8/8/2005        No                                          No           Yes
   12       76        1/31/2016    6/24/2005     4/20/2005        No                                          No           Yes
            77       12/31/2021    7/6/2005       7/1/2005        No                                          No           Yes


            78           NAP       7/28/2005     5/11/2005        No                                          No           Yes
   16       79        6/30/2015    8/5/2005      9/16/2005        No                                          No           Yes


   12       80        4/1/2008     4/29/2005     4/13/2005        No                                          No           Yes
            81
           81.01         NAP       8/29/2005     8/29/2005        No                                          No           Yes
           81.02         NAP       8/29/2005     8/29/2005        No                                          No           Yes
            82       11/30/2007    2/4/2004       2/5/2004        No                                          No           Yes
   16       83        1/31/2006    8/9/2005      6/20/2005        No                                          No           Yes
            84           MTM       3/28/2005     3/28/2005       Yes    3/28/2005    17     3/28/2005         No           Yes
            85        6/30/2015    6/8/2005       6/6/2005        No                                          No           Yes
            86           NAP       6/9/2005       5/5/2005        No                                          No           Yes
   18       87        2/28/2013    6/17/2005      7/6/2005        No                                          No           Yes
            88        11/1/2007    8/8/2005      8/29/2005        No                                          No           Yes
   19       89        2/28/2006    4/15/2005      6/2/2005        No                                          No           Yes
            90        1/5/2015     4/22/2005      5/4/2005        No                                          No           Yes
            91       11/30/2009    7/26/2005     7/22/2005        No                                          No           Yes
            92        2/1/2008     6/23/2005     4/29/2005        No                                          No           Yes
            93           NAP       4/21/2005     3/23/2005        No                 12     4/19/2005         No           Yes
   17       94        8/31/2008    8/16/2005     8/16/2005        No                                          No           Yes
    9       95        6/30/2015    6/6/2005       6/6/2005        No                                          No           Yes
    8       96        8/1/2012     6/30/2005     6/30/2005        No                                          No           Yes



                                             GROUND LEASE  GROUND LEASE
          CONTROL  OWNERSHIP   GROUND LEASE     PAYMENT     EXPIRATION
FOOTNOTE   NUMBER   INTEREST       (Y/N)       (ANNUAL)        DATE      2003 NOI DATE   2003 NOI   2004 NOI DATE   2004 NOI
-----------------------------------------------------------------------------------------------------------------------------

            41     Fee Simple        No                                    12/31/2003   $2,104,529    12/31/2004   $2,192,337
            42     Fee Simple        No                                                 $        0                 $        0
            43     Fee Simple        No                                    12/31/2003   $1,674,115                 $        0
 14, 15     44     Fee Simple        No                                    12/31/2003   $  483,715    12/31/2004   $1,040,661
            45     Fee Simple        No                                    12/31/2003   $1,560,258    12/31/2004   $1,671,986
            46     Fee Simple        No                                    12/31/2003   $1,950,466    12/31/2004   $1,994,500
   12       47     Fee Simple        No                                    12/31/2003   $  894,705    12/31/2004   $  925,619
            48     Fee Simple        No                                    12/31/2003   $  600,945    12/31/2004   $  662,110
            49     Fee Simple        No                                                 $        0    12/31/2004   $1,527,263
            50     Fee Simple        No                                    12/31/2003   $1,891,851    12/31/2004   $1,836,966
            51     Fee Simple        No                                    12/31/2003   $1,608,576    12/31/2004   $1,535,548
            52     Fee Simple        No                                    12/31/2003   $1,633,540    12/31/2004   $1,672,354
            53     Fee Simple        No                                    12/31/2003   $1,220,063    12/31/2004   $1,604,796
            54     Fee Simple        No                                    12/31/2003   $1,688,499    12/31/2004   $1,815,669
   12       55     Fee Simple        No                                    12/31/2003   $1,533,578    12/31/2004   $1,541,761






            56     Fee Simple        No                                    12/31/2003   $1,470,382    12/31/2004   $1,521,543
   16       57                                                             12/31/2003   $2,193,832    12/31/2004   $1,809,676
           57.01   Fee Simple        No                                    12/31/2003   $  436,652    12/31/2004   $  389,839
           57.02   Fee Simple        No                                    12/31/2003   $  418,071    12/31/2004   $  373,250
           57.03   Fee Simple        No                                    12/31/2003   $  537,530    12/31/2004   $  314,613
           57.04   Fee Simple        No                                    12/31/2003   $  434,606    12/31/2004   $  404,344
           57.05   Fee Simple        No                                    12/31/2003   $  227,616    12/31/2004   $  203,214
           57.06   Fee Simple        No                                    12/31/2003   $  139,357    12/31/2004   $  124,417
            58     Fee Simple        No                                                 $        0                 $        0
            59     Fee Simple        No                                                 $        0    12/31/2004   $  764,555
            60     Fee Simple        No                                    12/31/2003   $1,263,193    12/31/2004   $1,437,002
   17       61                                                                          $        0                 $        0
           61.01   Fee Simple        No                                                 $        0                 $        0
           61.02   Fee Simple        No                                                 $        0                 $        0
            62     Fee Simple        No                                                 $        0                 $        0
            63     Fee Simple        No                                    12/31/2003   $1,111,046    12/31/2004   $1,099,574
            64     Fee Simple        No                                                 $        0                 $        0
            65     Fee Simple        No                                    12/31/2003   $  590,465    12/31/2004   $  812,255
            66     Fee Simple        No                                                 $        0                 $        0
            67     Fee Simple        No                                    12/31/2003   $  703,595    12/31/2004   $1,157,333
   12       68     Fee Simple        No                                                 $        0     4/30/2004   $1,428,671
            69     Fee Simple        No                                    9/30/2003    $1,208,027     9/30/2004   $1,243,461
            70     Fee Simple        No                                    12/31/2003   $  498,338    12/31/2004   $  457,664
   12       71                                                             12/31/2003   $  243,366    12/31/2004   $  726,072
           72.01   Fee Simple        No                                    12/31/2003   $  243,366    12/31/2004   $  524,800
           72.04   Fee Simple        No                                                 $        0    12/31/2004   $  201,272
            72                                                             12/31/2003   $1,389,155    12/31/2004   $1,564,405
           72.02   Fee Simple        No                                    12/31/2003   $  643,811    12/31/2004   $  848,730
           72.03   Fee Simple        No                                    12/31/2003   $  745,344    12/31/2004   $  715,675
            73     Fee Simple        No                                    12/31/2003   $  137,343    12/31/2004   $1,381,554





   12       74     Fee Simple        No                                                 $        0                 $        0
   12       75     Fee Simple        No                                                 $        0                 $        0
   12       76     Fee Simple        No                                    12/31/2003   $1,014,067    12/31/2004   $1,045,969
            77     Fee Simple        No                                                 $        0                 $        0


            78     Fee Simple        No                                                 $        0                 $        0
   16       79     Fee Simple        No                                    12/31/2003   $  792,279    12/31/2004   $  839,464


   12       80     Fee Simple        No                                    12/31/2003   $  946,040    12/31/2004   $  906,757
            81                                                             12/31/2003   $1,318,827    12/31/2004   $1,350,076
           81.01   Fee Simple        No                                    12/31/2003   $  740,957    12/31/2004   $  719,493
           81.02   Fee Simple        No                                    12/31/2003   $  577,870    12/31/2004   $  630,583
            82     Fee Simple        No                                                 $        0    12/31/2004   $  374,337
   16       83     Fee Simple        No                                    12/31/2003   $  695,055    12/31/2004   $  682,345
            84     Fee Simple        No                                    12/31/2003   $  552,954    12/31/2004   $  599,270
            85     Fee Simple        No                                                 $        0                 $        0
            86     Fee Simple        No                                    12/31/2003   $1,024,431    12/31/2004   $1,231,767
   18       87     Fee Simple        No                                    12/31/2003   $  434,086    12/31/2004   $  538,192
            88     Fee Simple        No                                                 $        0    12/31/2004   $  483,238
   19       89      Leasehold       Yes       $1,145,664    12/31/2024     12/31/2003   $1,145,219    12/31/2004   $  921,847
            90     Fee Simple        No                                                 $        0                 $        0
            91     Fee Simple        No                                    12/31/2003   $  335,800    12/31/2004   $  374,961
            92     Fee Simple        No                                                 $        0    12/31/2004   $  901,484
            93     Fee Simple        No                                                 $        0                 $        0
   17       94     Fee Simple        No                                    12/31/2003   $  798,672                 $        0
    9       95     Fee Simple        No                                    12/31/2003   $  718,593    12/31/2004   $  693,865
    8       96     Fee Simple        No                                    12/31/2003   $  876,355    12/31/2004   $  989,209



                                       PARTIAL
          CONTROL  PARTIAL YEAR DATE  YEAR # OF   PARTIAL YEAR   PARTIAL YEAR  UNDERWRITTEN  UNDERWRITTEN  UNDERWRITTEN
FOOTNOTE   NUMBER    (IF PAST 2004)    MONTHS      DECRIPTION         NOI         REVENUE      EXPENSES        NOI
-----------------------------------------------------------------------------------------------------------------------

            41          8/31/2005         12      Trailing 12     $2,638,927    $10,403,425   $7,483,777    $2,919,648
            42             NAV           NAV                         NAV        $ 2,669,447   $   80,083    $2,589,364
            43             NAV           NAV                         NAV        $ 2,999,295   $1,021,197    $1,978,098
 14, 15     44          4/30/2005         12      Trailing 12     $1,312,659    $ 3,168,210   $1,215,840    $1,952,370
            45          6/30/2005         12      Trailing 12     $1,570,899    $ 4,374,241   $2,231,751    $2,142,490
            46          6/30/2005         6        Annualized     $1,972,016    $ 2,596,589   $  500,681    $2,095,908
   12       47                                                    $        0    $ 1,178,838   $  292,717    $  886,121
            48          7/31/2005         12      Trailing 12     $  597,785    $ 1,130,339   $  264,348    $  865,991
            49          4/30/2005         12      Trailing 12     $1,524,444    $ 2,191,161   $  681,256    $1,509,905
            50          7/31/2005         12      Trailing 12     $1,943,628    $ 2,235,496   $  403,160    $1,832,336
            51             NAV           NAV                         NAV        $ 2,321,213   $  537,049    $1,784,164
            52          6/30/2005         12      Trailing 12     $1,547,136    $ 2,269,544   $  690,716    $1,578,828
            53          6/30/2005         6        Annualized     $2,119,879    $ 2,610,135   $  802,333    $1,807,802
            54          7/31/2005         7        Annualized     $2,008,095    $ 2,503,214   $  642,775    $1,860,439
   12       55          3/31/2005         12      Trailing 12     $1,429,315    $ 2,227,776   $  556,266    $1,671,510






            56          5/31/2005         12      Trailing 12     $1,511,996    $ 2,074,219   $  572,275    $1,501,944
   16       57          4/30/2005         12      Trailing 12     $1,653,258    $ 2,583,498   $1,011,081    $1,572,417
           57.01        4/30/2005         12      Trailing 12     $  411,716    $   692,367   $  246,245    $  446,122
           57.02        4/30/2005         12      Trailing 12     $  394,197    $   662,905   $  235,766    $  427,138
           57.03        4/30/2005         12      Trailing 12     $  180,437    $   289,964   $  174,899    $  115,066
           57.04        4/30/2005         12      Trailing 12     $  320,891    $   356,379   $  147,220    $  209,159
           57.05        4/30/2005         12      Trailing 12     $  214,618    $   360,915   $  128,362    $  232,553
           57.06        4/30/2005         12      Trailing 12     $  131,399    $   220,968   $   78,589    $  142,379
            58          5/31/2005         5        Annualized     $1,220,366    $ 2,965,719   $  692,518    $2,273,201
            59                                                    $1,055,295    $ 1,974,270   $  580,327    $1,393,943
            60          4/30/2005         12      Trailing 12     $1,467,018    $ 2,528,416   $  820,185    $1,708,232
   17       61             NAP           NAP     Not Applicable      NAP        $ 1,581,886   $  424,408    $1,157,478
           61.01           NAP           NAP     Not Applicable      NAP        $ 1,202,233   $  322,550    $  842,556
           61.02           NAP           NAP     Not Applicable      NAP        $   379,653   $  101,858    $  314,922
            62             NAV           NAV                         NAV        $ 3,457,436   $1,791,653    $1,665,783
            63             NAV           NAV                         NAV        $ 2,018,462   $  625,151    $1,393,311
            64             NAP           NAP     Not Applicable      NAP        $ 1,536,844   $  294,037    $1,242,807
            65          3/31/2005         12      Trailing 12     $  933,054    $ 2,003,140   $  832,266    $1,170,874
            66             NAV           NAV                         NAV        $ 1,363,281   $  248,531    $1,114,750
            67             NAV           NAV                         NAV        $ 2,261,612   $  957,739    $1,303,873
   12       68          4/30/2005         12      Trailing 12     $1,445,256    $ 1,814,128   $  531,156    $1,282,972
            69          3/31/2005         12      Trailing 12     $1,279,890    $ 1,543,241   $  261,571    $1,281,670
            70          2/28/2005         12      Trailing 12     $  606,320    $ 2,241,255   $1,049,535    $1,191,720
   12       71          6/30/2005         12      Trailing 12     $  797,163    $ 1,581,647   $  545,978    $1,035,669
           72.01        6/30/2005         12      Trailing 12     $  557,484    $ 1,081,544   $  438,866    $  642,678
           72.04        6/30/2005         12      Trailing 12     $  239,679    $   500,103   $  107,112    $  392,991
            72                                                                  $ 4,228,874   $2,677,009    $1,551,865
           72.02        2/28/2005         12      Trailing 12     $  896,522    $ 2,358,007   $1,553,907    $  804,100
           72.03        3/31/2005         12      Trailing 12     $  738,833    $ 1,870,867   $1,123,102    $  747,765
            73          6/30/2005         12      Trailing 12     $1,383,801    $ 1,835,310   $  520,382    $1,314,928





   12       74             NAV           NAV                         NAV        $ 1,445,033   $  462,950    $  982,083
   12       75             NAP           NAP     Not Applicable      NAP        $ 1,402,067   $  305,191    $1,096,876
   12       76             NAV           NAV                         NAV        $ 1,354,335   $  336,521    $1,017,814
            77             NAV           NAV                         NAV        $ 1,401,775   $  385,572    $1,016,203


            78             NAV           NAV                         NAV        $ 1,502,638   $  626,992    $  875,646


   16       79          6/30/2005         12      Trailing 12     $  876,124    $ 1,223,442   $  347,668    $  875,774
   12       80          4/30/2005         12      Trailing 12     $  920,221    $ 1,546,845   $  335,162    $1,211,683
            81          6/30/2005         12      Trailing 12     $1,364,624    $ 3,384,439   $2,143,101    $1,241,338
           81.01        6/30/2005         12      Trailing 12     $  707,118    $ 1,760,364   $1,106,305    $  654,059
           81.02        6/30/2005         12      Trailing 12     $  657,506    $ 1,624,075   $1,036,796    $  587,279
            82             NAV           NAV                         NAV        $ 1,250,747   $  304,508    $  946,239
   16       83          6/30/2005         6        Annualized     $1,315,489    $ 1,881,612   $  957,063    $  924,549
            84             NAV           NAV                         NAV        $ 1,221,226   $  345,638    $  875,588
            85             NAV           NAV                         NAV        $ 1,190,007   $  288,721    $  901,286
            86          6/30/2005         12      Trailing 12     $1,281,703    $ 5,758,735   $4,448,934    $1,309,801
   18       87          5/31/2005         12      Trailing 12     $  576,677    $ 1,853,425   $  688,737    $1,164,688
            88          6/30/2005         12      Trailing 12     $  587,947    $ 1,240,325   $  374,780    $  865,545
   19       89          6/30/2005         12      Trailing 12     $1,413,891    $ 3,414,232   $1,969,004    $1,445,228
            90             NAP           NAP     Not Applicable      NAP        $ 1,225,260   $  370,377    $  854,883
            91          5/31/2005         12      Trailing 12     $  566,191    $   880,632   $  150,761    $  729,871
            92             NAV           NAV                         NAV        $ 1,869,983   $  961,980    $  908,003
            93             NAP           NAP     Not Applicable      NAP        $ 1,003,805   $  297,999    $  705,806
   17       94          6/17/2005         12      Trailing 12     $  867,734    $ 1,180,009   $  277,936    $  902,073
    9       95             NAV           NAV                         NAV        $ 1,095,983   $  346,011    $  749,972
    8       96          8/31/2005         8        Annualized     $  951,211    $ 1,502,963   $  584,490    $  918,473



                                 UNDERWRITTEN                                                                          ONGOING
          CONTROL  UNDERWRITTEN   REPLACEMENT   UNDERWRITTEN   UNDERWRITTEN  UNDERWRITTEN  UNDERWRITTEN   ONGOING RE  INSURANCE
FOOTNOTE   NUMBER    NOI DSCR       RESERVE    TI/LC RESERVE  OTHER RESERVE      NCF         NCF DSCR    TAX RESERVE   RESERVE
-------------------------------------------------------------------------------------------------------------------------------

            41          1.35       $191,038       $      0       $      0     $2,728,610        1.26       $44,500     $17,000
            42          1.54       $  3,924       $ 19,618       $      0     $2,565,822        1.53       $81,982     $ 2,128
            43          1.21       $ 10,903       $ 18,172       $      0     $1,949,024        1.19       $68,900     $   680
 14, 15     44          1.53       $ 81,000       $      0       $      0     $1,871,370        1.46       $28,804     $11,097
            45          1.92       $ 50,109       $332,154      -$100,000     $1,860,227        1.67       $51,700     $     0
            46          1.59       $ 30,412       $122,677       $      0     $1,942,819        1.48       $20,981     $ 3,751
   12       47          1.29       $ 12,747       $ 24,340       $      0     $  849,034        1.24       $10,430     $ 1,503
            48          1.29       $  5,785       $ 35,668       $      0     $  824,538        1.24       $ 9,316     $ 1,734
            49          1.14       $ 29,391       $      0       $      0     $1,480,515        1.12       $     0     $     0
            50          1.52       $ 29,425       $ 99,999       $      0     $1,702,912        1.41       $12,616     $ 3,939
            51          1.37       $ 26,371       $ 82,650      -$ 75,000     $1,750,143        1.34       $ 7,900     $ 4,246
            52          1.40       $ 32,742       $ 45,970       $      0     $1,500,116        1.33       $26,100     $ 5,900
            53          1.59       $ 27,019       $115,652       $      0     $1,665,131        1.46       $12,476     $ 2,567
            54          1.70       $ 10,373       $ 61,676       $      0     $1,788,389        1.63       $10,598     $ 2,554
   12       55          1.52       $ 17,217       $ 92,718      -$ 50,000     $1,611,575        1.47       $22,314     $ 3,388






            56          1.38       $  8,065       $ 55,903       $      0     $1,437,977        1.32       $ 9,420     $ 5,034
   16       57          1.59       $ 43,856       $122,180       $      0     $1,406,381        1.42       $25,193     $ 2,543
           57.01                   $ 11,633       $ 32,928       $      0     $  401,562
           57.02                   $ 11,138       $ 31,527       $      0     $  384,474
           57.03                   $  5,533       $  7,742       $      0     $  101,790
           57.04                   $  5,776       $ 22,309       $      0     $  181,073
           57.05                   $  6,064       $ 17,165       $      0     $  209,325
           57.06                   $  3,713       $ 10,509       $      0     $  128,158
            58          2.27       $  5,864       $ 60,118       $      0     $2,207,219        2.20       $     0     $     0
            59          1.41       $  8,749       $ 66,134       $      0     $1,319,060        1.33       $ 9,042     $ 1,436
            60          1.84       $ 18,809       $ 79,578       $      0     $1,609,844        1.73       $35,188     $ 2,341
   17       61          1.24       $  7,963       $ 28,139       $      0     $1,121,376        1.20       $12,595     $ 2,799
           61.01                   $  6,053       $ 21,386       $      0     $  815,587
           61.02                   $  1,911       $  6,753       $      0     $  305,788
            62          1.77       $ 50,241       $144,607       $      0     $1,470,935        1.56       $32,625     $ 2,881
            63          1.60       $ 24,991       $ 62,852       $      0     $1,305,468        1.50       $27,375     $ 4,862
            64          1.42       $  8,973       $ 71,184       $      0     $1,162,650        1.33       $     0     $     0
            65          1.32       $ 19,399       $ 88,489      -$ 47,143     $1,110,129        1.25       $20,968     $ 4,791
            66          1.36       $ 14,000       $ 63,990       $      0     $1,036,760        1.26       $ 5,502     $ 1,595
            67          1.34       $ 17,932       $ 91,082      -$ 70,000     $1,264,859        1.30       $ 9,721     $ 2,860
   12       68          1.64       $ 19,350       $ 56,510       $      0     $1,207,112        1.55       $21,070     $ 3,261
            69          1.98       $ 25,600       $ 90,697       $      0     $1,165,373        1.80       $ 4,880     $   834
            70          1.47       $ 23,783       $104,341      -$ 87,500     $1,151,096        1.42       $52,516     $12,265
   12       71          1.31       $ 14,020       $ 34,634       $      0     $  987,016        1.25       $16,214     $ 2,030
           72.01                   $ 10,083       $ 22,938       $      0     $  609,657
           72.04                   $  3,936       $ 11,696       $      0     $  377,359
            72          1.84       $169,155       $      0       $      0     $1,382,710        1.64       $15,910     $ 8,580
           72.02                   $ 94,320       $      0       $      0     $  709,780
           72.03                   $ 74,835       $      0       $      0     $  672,930
            73          1.66       $ 25,700       $ 51,400       $      0     $1,237,828        1.56       $ 2,140     $ 1,525





   12       74          1.32       $  8,230       $ 12,505       $      0     $  961,348        1.29       $ 4,927     $ 6,915
   12       75          1.51       $  6,919       $ 32,306       $      0     $1,057,651        1.45       $ 5,953     $ 1,282
   12       76          1.43       $ 14,500       $ 52,961      -$ 10,000     $  960,353        1.34       $17,798     $ 2,035
            77          1.40       $  9,299       $ 35,878       $      0     $  971,026        1.34       $     0     $     0


            78          1.38       $  9,800       $      0       $      0     $  865,846        1.37       $14,433     $ 7,884
   16       79          1.35       $ 10,631       $ 43,431       $      0     $  821,712        1.27       $10,895     $ 3,180


   12       80          1.79       $ 23,676       $ 81,637       $      0     $1,106,369        1.64       $14,780     $ 3,060
            81          1.57       $135,378       $      0       $      0     $1,105,960        1.40       $ 7,100     $ 4,200
           81.01                   $ 70,415       $      0       $      0     $  583,644
           81.02                   $ 64,963       $      0       $      0     $  522,316
            82          1.39       $  7,114       $      1       $      0     $  939,124        1.38       $ 5,188     $ 1,467
   16       83          1.50       $ 20,106       $107,426       $      0     $  797,017        1.29       $17,058     $     0
            84          1.28       $ 12,889       $ 40,048       $      0     $  822,651        1.20       $12,198     $ 1,116
            85          1.40       $ 10,941       $ 22,399       $      0     $  867,946        1.35       $ 5,829     $ 1,071
            86          1.75       $230,349       $      0       $      0     $1,079,452        1.45       $16,242     $ 4,111
   18       87          1.92       $  5,218       $139,328       $      0     $1,020,143        1.68       $19,313     $ 1,159
            88          1.41       $  5,964       $ 64,936       $      0     $  794,645        1.29       $12,464     $   488
   19       89          1.44       $ 24,242       $ 60,921       $      0     $1,360,065        1.36       $20,957     $ 1,742
            90          1.44       $  5,910       $ 32,811       $      0     $  816,162        1.37       $ 2,426     $ 4,358
            91          1.22       $  2,490       $  8,300       $      0     $  719,081        1.20       $ 4,000     $   420
            92          1.64       $ 18,379       $106,100       $      0     $  783,524        1.42       $24,148     $ 1,675
            93          1.21       $  5,325       $      0       $      0     $  700,481        1.20       $     0     $     0
   17       94          1.52       $ 12,837       $ 59,866       $      0     $  829,371        1.39       $ 7,713     $ 1,631
    9       95          1.23       $ 15,574       $ 14,192       $      0     $  720,206        1.19       $ 9,361     $ 3,340
    8       96          1.60       $  8,155       $102,124       $      0     $  808,194        1.40       $ 9,873     $ 1,044


                                                                             UPFRONT
                     UPFRONT      ONGOING                                    DEFERRED
          CONTROL  REPLACEMENT  REPLACEMENT  UPFRONT TI/LC  ONGOING TI/LC  MAINTENANCE
FOOTNOTE   NUMBER    RESERVE      RESERVE       RESERVE        RESERVE       RESERVE
--------------------------------------------------------------------------------------

            41      $2,250,000    $35,000      $        0       $     0      $      0
            42      $        0    $   327      $        0       $ 1,635      $136,000
            43      $        0    $     0      $        0       $     0      $      0
 14, 15     44      $        0    $ 6,750      $        0       $     0      $128,712
            45      $        0    $ 4,269      $1,000,000       $19,210      $      0
            46      $    2,534    $ 2,534      $        0       $     0      $      0
   12       47      $    6,090    $ 3,045      $    6,690       $ 3,345      $  8,038
            48      $    1,254    $   627      $   30,000       $ 3,017      $      0
            49      $        0    $ 3,266      $1,250,000       $     0      $ 31,250
            50      $    2,461    $ 2,462      $    4,167       $ 4,167      $      0
            51      $        0    $ 2,214      $  750,000       $ 9,741      $      0
            52      $        0    $ 3,638      $        0       $13,642      $ 24,625
            53      $    2,252    $ 2,252      $  700,000       $     0      $143,771
            54      $        0    $     0      $        0       $     0      $      0
   12       55      $        0    $ 1,435      $  500,000       $ 8,130      $      0






            56      $      672    $   672      $        0       $     0      $      0
   16       57      $    3,655    $ 3,655      $  800,000       $     0      $      0
           57.01
           57.02
           57.03
           57.04
           57.05
           57.06
            58      $        0    $     0      $        0       $     0      $      0
            59      $        0    $   838      $  455,000       $ 2,857      $ 31,250
            60      $    1,567    $ 1,567      $        0       $     0      $      0
   17       61      $        0    $     0      $    2,417       $ 2,417      $      0
           61.01
           61.02
            62      $    4,339    $ 4,339      $1,500,000       $     0      $174,656
            63      $        0    $ 2,083      $   10,800       $ 5,000      $      0
            64      $    2,657    $ 2,657      $    6,667       $ 6,667      $      0
            65      $        0    $ 1,617      $  330,000       $     0      $ 62,000
            66      $    1,167    $ 1,167      $  671,680       $ 8,742      $      0
            67      $  760,245    $ 1,489      $  700,000       $     0      $      0
   12       68      $        0    $     0      $        0       $     0      $ 39,625
            69      $  103,750    $ 2,844      $        0       $ 7,111      $      0
            70      $        0    $ 3,964      $  875,000       $     0      $110,000
   12       71      $        0    $ 1,168      $        0       $ 3,894      $      0
           72.01
           72.04
            72      $        0    $     0      $        0       $     0      $650,000
           72.02
           72.03
            73      $        0    $ 2,142      $        0       $ 4,283      $      0





   12       74      $        0    $   686      $        0       $   686      $      0
   12       75      $        0    $     0      $        0       $     0      $      0
   12       76      $        0    $ 1,208      $  300,000       $     0      $  7,888
            77      $        0    $   958      $    5,615       $ 2,807      $ 15,625


            78      $  150,000    $   817      $        0       $     0      $  5,375
   16       79      $      886    $   886      $        0       $     0      $      0


   12       80      $    2,000    $ 2,000      $    6,800       $ 6,800      $  8,656
            81      $        0    $12,000      $        0       $     0      $      0
           81.01
           81.02
            82      $        0    $   595      $  673,780       $ 2,973      $      0
   16       83      $    1,676    $ 1,676      $   10,000       $10,000      $ 65,000
            84      $        0    $ 1,131      $        0       $ 2,826      $235,018
            85      $        0    $   912      $        0       $ 1,667      $      0
            86      $  250,000    $17,815      $        0       $     0      $      0
   18       87      $      513    $   513      $  201,875       $     0      $      0
            88      $      497    $   497      $        0       $     0      $ 14,156
   19       89      $        0    $ 2,048      $        0       $10,912      $ 60,631
            90      $      492    $   492      $    1,030       $ 1,042      $      0
            91      $        0    $   283      $        0       $ 1,075      $      0
            92      $    1,532    $ 1,532      $        0       $     0      $ 13,125
            93      $        0    $     0      $        0       $     0      $      0
   17       94      $    1,070    $ 1,070      $    4,989       $ 4,989      $      0
    9       95      $        0    $ 1,298      $        0       $     0      $      0
    8       96      $      680    $   680      $    2,083       $ 2,083      $      0




          CONTROL
FOOTNOTE   NUMBER  BORROWER NAME                                                                                     RELATED SPONSOR
------------------------------------------------------------------------------------------------------------------------------------

            41     Whitehall Hotel, LLC
            42     729 Seventh Owner LLC
            43     Dryland Properties, LLC
 14, 15     44     SV Almamo Heights Sunset Limited Partnership
            45     Equastone 1777 Tower, LP
            46     Garza Properties, LLC
   12       47     FRE 258, LLC; ARCE Oakland, LLC                                                                   R-009
            48     Kera Mall, LLC                                                                                    R-009
            49     JCCE-Palomar LLC
            50     Cross Pointe Developers, LLC                                                                      R-008
            51     Maryland City Plaza Limited Partnership (f/k/a MC/RVM Associates Limited Partnership)             R-006
            52     Acadia Crescent Plaza, LLC
            53     The Sahara Plazas, LLC
            54     Rockridge Market Hall, LLC
   12       55     PEM Butterfield H, LLC; Butterfield Plaza 1, LLC; Butterfield Plaza 2, LLC; Butterfiled Plaza 3,
                      LLC; Butterfield Plaza 4, LLC; Butterfield Plaza 5, LLC; Butterfield Plaza 6, LLC;
                      Butterfield Plaza 7, LLC; Butterfield Plaza 8, LLC; Butterfield Plaza 9, LLC; Butterfield
                      Plaza 10, LLC; Butterfield Plaza 11, LLC; Butterfield Plaza 12, LLC; Butterfield Plaza 13,
                      LLC; Butterfield Plaza 14, LLC; Butterfield Plaza 15, LLC; Butterfield Plaza 16, LLC;
                      Butterfield Plaza 17, LLC; Butterfield Plaza 18, LLC; Butterfield Plaza 19, LLC; Butterfield
                      Plaza 20, LLC; Butterfield Plaza 21, LLC; Butterfield Plaza 22, LLC
            56     Wilshire Crescent Associates, LLC                                                                 R-004
   16       57     Willowbrook Partners, LP
           57.01
           57.02
           57.03
           57.04
           57.05
           57.06
            58     Kierland Main Street, LLC
            59     Canon Brighton Medical Building, LLC
            60     Foxmoor Associates, LLC
   17       61     Burlingame Coastal LLC
           61.01
           61.02
            62     BRCP/Unico Lincoln Owner, LLC
            63     TSCA-232 Limited Partnership
            64     Commerce On The Green, LLC
            65     Delma Pembroke IV, LLC                                                                            R-007
            66     Placid Business Center, LLC
            67     PBN Office, LLC
   12       68     Charleston 860 SPE, LLC; Jack London Inn SPE, LP; Fontainebleau SPE, LLC; Baseline 205 SPE, LLC
            69     Riverside Shopping Center L.P.
            70     Lakeside IV, LLC                                                                                  R-007
                   Woodman Charleston Plaza - DE, LLC; Occidental Charleston Plaza-DE, LLC; Kaufman Charleston
   12       71     Plaza-DE, LLC; Kaufman Pierce Plaza, LLC
           72.01
           72.04
            72     CH Beaufort Hotel Partners, LLC; CH Naples Hotel Partners, LLC
           72.02
           72.03
            73     VMD Associates, LLC

                   Gemini Tamiami H, LLC; Gemini Tamiami East 3, LLC; Gemini Tamiami East 5, LLC; Gemini Tamiami
                   East 2, LLC; Gemini Tamiami East 4, LLC; Gemini Tamiami East 1, LLC; Gemini Tamiami East 6,
                   LLC; Gemini Tamiami East 7, LLC; Gemini Tamiami East 8, LLC; Gemini Tamiami East 9, LLC;
                   Gemini Tamiami 10, LLC; Gemini Tamiami 11, LLC; Gemini Tamiami 12, LLC; Gemini Tamiami 13,
                   LLC; Gemini Tamiami 14, LLC; Gemini
   12       74     Tamiami 15, LLC; Gemini Tamiami 16, LLC; Gemini Tamiami 17, LLC; Gemini Tamiami 18, LLC           R-012
                   COF South, LLC, McGee South, LLC, Ginn South, LLC, Farmer South, LLC, Farmer Two South, LLC and
   12       75     Manakin Farms South, LLC
   12       76     RMC DeZavala, LP
            77     Metrocenter, LLC
                   Friendly Village Mobile Associates, LP; College 30 FVLB, LLC; Fightertown FVLB, LLC; Paramount
                      DF, LLC;
            78     Paramount WN, LLC
   16       79     145 Biscayne Ltd.
                   JDL Pinebrooke, LLC; Minor Pinebrooke, LLC; Mountain High Pinebrooke, LLC; Musa At Pinebrooke,
                      LLC;
   12       80     Ramaekers Pinebrooke, LLC TSL Pinebrooke, LLC                                                     R-013
            81     Roseville Hospitality, Inc.; Hospitality Inn of Woodhaven, LLC
           81.01
           81.02
            82     Ponderosa Property, LLC
   16       83     Grand Office Plaza Associates, LLC
            84     Combined Chatsworth LLC                                                                           R-006
            85     Cornerstone Phase I Retail Investors LLC
            86     Legacy Airport Limited Partnership
   18       87     CB Office 10, Ltd.
            88     El Presidio of Scottsdale, L.L.C.
   19       89     Kalani Properties, LLC
            90     Sheridan Professional Centre, Ltd., LLLP
            91     283 Greenwich Avenue Co., LLC
            92     700 Highlander Partners, LP
            93     Inglewood Gigante Center, LLC
   17       94     Plymouth Crossing Associates, LP                                                                  R-011
    9       95     Sharon Retail Partners LLC
    8       96     PMC East, LLC                                                                                     R-010


1    The Open Period is inclusive of the Maturity Date

2    Container Store has an executed lease but is not yet in occupancy. They are
     expected to open in March 2006.

3    Ongoing reserve amounts for RE Tax, Insurance, TI/LC and Replacement
     Reserves are yet to be determined.

4    The Appraisal Value reflects an overall portfolio valuation which is
     greater than the sum of the individual property appraised values.

5    The Monthly Payment is a calculated average of the future principal and
     interest payments for the 12-month period beginning with the payment in
     October 2012 thru the payment in September 2013. The Annual Debt Service is
     the sum of the scheduled principal and interest for the same period. The
     Underwritten NOI DSCR and Underwritten NCF DSCR are based on the required
     amortization schedule and interest payments for the 12-month period
     beginning with the payment in October 2012 through the payment in September
     2013.

6    The Cut-off Date LTV and Underwritten NCF DSCR are based on the total
     $251,000,000 financing reduced by the $15,000,000 performance guarantee.

7    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 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.

8    The Scheduled Maturity Date LTV is calculated utilizing the stabilized
     appraised value.

9    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 excludes
     the cut-off date principal balance of any subordinate mortgage loan in that
     split loan structure.

10   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.

11   The Cut-off Date LTV and Maturity Date LTV are calculated net of
     $16,500,000 in reserves.

12   Borrowing entity utilizes a tenant-in-common structure

13   The pari passu companion loan is a future funding obligation of GCFP.
     Underwritten debt service coverage ratios and loan to appraised value
     ratios shown in this prospectus supplement are calculated as if the
     $9,400,000 advance was funded.

14   The 730 month Original Amortization term is approximate. Amortization for
     the loan is based on $20,000,000 interest only and $2,000,000 amortizing on
     a 360 month schedule. See Annex A-3 for actual amortization schedule.

15   The Monthly Payment is a calculated average of the future principal and
     interest payments for the 12-month period beginning with the payment in
     November 2005 thru the payment in October 2006. The Annual Debt Service is
     the sum of the scheduled principal and interest for the same period. The
     Underwritten NOI DSCR and Underwritten NCF DSCR are based on the required
     amortization schedule and interest payments for the 12-month period
     beginning with the payment in November 2005 through the payment in October
     2006.

16   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 as applicable.

17   All reserves are estimated and final reserve amounts will be determined at
     loan closing.

18   Prior to October 21, 2005, the ground lessor is required to convey its fee
     interest to the borrower in exchange for a limited partnership interest in
     the borrower. If the conveyance does not take place on or prior to such
     date, the loan documents provide that the interest rate on the related
     mortgage loan will be increased by 0.05%

19   The mortgage loan is fully payable on its initial maturity date on August
     6, 2014 with an exit fee if the loan's extension option is not exercised or
     otherwise fully prepayable on its final maturity date on August 6, 2018
     without an exit fee. For purposes of all calculations, we have assumed the
     loan term through the final maturity date.

20   The Appraisal Value reflects the stabilized appraisal value with
     stabilization that is expected to occur in November 2005.

21   Property is leased by Alamo Rent-A-Car. The property size and largest
     tenant size shown include 15,981 sf of building space 36,212 sf of parking
     space.

22   Borrower is required to pay as rent, on or before June 1 and December 1 of
     each year of the term, a sum equal to the amount payable as principal and
     interest on the bonds issued by the ground lessor and purchased by
     Borrower. The bonds were issued on September 1, 2002 in the principal
     amount of $14,200,000 with a coupon of 6.5% and a maturity date of December
     31, 2012. See "Annex B - Structural and Collateral Term Sheet - Ten Largest
     Mortgage Loans - Schron Industrial Portfolio.





          CONTROL
FOOTNOTE   NUMBER       SELLER                                 PROPERTY NAME
-------------------------------------------------------------------------------------------------------------------------

             97          GCFP        TBC Corp
           97.01                     Tire Kingdom & Starbucks- Mount Pleasant, SC
           97.02                     National Tire & Battery - Plano, TX
           97.03                     National Tire & Battery - Cypress, TX
           97.04                     National Tire & Battery - North Richland Hills, TX
             98          GSMC        Borel Financial Center
             99          GSMC        Breakers II of Windmill Lakes
            100          GSMC        Texas Cancer Care
            101          GCFP        100 East Walton Street
            102          GSMC        Northwood Commons
            103          GSMC        Chantilly Corners Shopping Center
            104          GSMC        Shoppes at Plainview
   12       105          GSMC        Pine Brook Apartments
            106          GCFP        University Heights
            107          GSMC        The Vine Center
            108          GCFP        1955 Lake Park Drive
            109          GSMC        Brand Village
            110          GSMC        Shawnee Business Center
            111          GCFP        West Union Village
  9, 16     112          GSMC        The Pointe Office / Retail Buildings
            113          GCFP        Upland Hills West Shopping Center
   17       114          GSMC        Blue Bell West
            115          GCFP        6601 Preston Road
            116          GSMC        Shoppes at Lake Park
            117          GCFP        670 & 680 South Coast Highway
            118          GCFP        118-124 South El Camino Real
            119          GCFP        Storage Outlet - Fullerton
   12       120          GCFP        Cypress Creek Tower
   12       121          GCFP        Shops at Beverly
            122          GSMC        South Point Industrial
            123          GSMC        Village Square Shopping Center
            124          GCFP        Lehman Village
            125          GSMC        Oak Tree Plaza
            126          GCFP        Roosevelt Center
            127          GSMC        Scotts Valley Junction
   20       128          GSMC        Enterprise Center
            129          GSMC        Sommerset Plaza
            130          GSMC        67 Holly Hill Lane
   16       131          GSMC        Martin Plaza Shopping Center
            132          GCFP        1123 Zonolite Road
            133          GCFP        Storage Outlet - Escondido
   12       134          GSMC        Second Street Plaza
            135          GCFP        North Stemmons Freeway
            136          GSMC        Palmer House Apartments
            137          GSMC        Supercenter Square
            138          GCFP        Sierra Springs Village
   12       139          GSMC        Northwestern Plaza
            140          GSMC        Pyramid Properties VI
   12       141          GSMC        Lyons Tech II
   21       142          GCFP        2942 Kettner Boulevard
            143          GCFP        Lemoore Plaza
            144          GSMC        Leviathan Buildings
            145          GSMC        Albertson's Retail Shops
            146          GSMC        J3 Executive Centre
            147          GCFP        14725 Alton Parkway
            148          GSMC        Water Gardens Place
            149          GSMC        Falcon Center
            150          GSMC        West Village
            151          GCFP        Yulee Junction
            152          GSMC        Warsaw Village
   12       153          GCFP        College Plaza Retail
            154          GSMC        Brecksville Office Buildings
    9       155          GSMC        Raintree Center
            156          GSMC        Best Buy - Murrieta
            157          GSMC        Norfolk Supercenter Exchange
            158          GSMC        Kimberly Square Shopping Center
            159          GCFP        Barclay Self Storage
            160          GCFP        Quail North West Phase I
            161          GSMC        Creighton Crossing
            162          GSMC        Rocklin Pointe Retail
            163          GCFP        1133 10th Street
            164          GCFP        Dollar Tree Plaza
            165          GCFP        Highlands Ranch Self Storage


          CONTROL
FOOTNOTE   NUMBER                                 STREET ADDRESS                                        CITY
---------------------------------------------------------------------------------------------------------------------------

             97
           97.01   1820 North Highway 17                                                           Mount Pleasant
           97.02   4560 Highway 121                                                                Plano
           97.03   25827 Highway 290                                                               Cypress
           97.04   8509 Precinct Line Road                                                         Colleyville
             98    160 Bovet Street                                                                San Mateo
             99    9757 Windwater Drive                                                            Houston
            100    800 West Magnolia Avenue                                                        Fort Worth
            101    100 East Walton Street                                                          Chicago
            102    2454 McMullen Booth Road                                                        Clearwater
            103    9130 Eastchase Parkway                                                          Montgomery
            104    801 South Hurstbourne Parkway                                                   Louisville
   12       105    2250 Little Valley Road                                                         Hoover
            106    2101 Burton Drive                                                               Austin
            107    1722-1790 First Street                                                          Livermore
            108    1955 Lake Park Drive                                                            Smyrna
            109    1111 North Brand Boulevard                                                      Glendale
            110    5400 Shawnee Road                                                               Alexandria
            111    18305,18335,18365, and 18395 NW West Union Road                                 Portland
  9, 16     112    1427 & 1429 West Saginaw Street                                                 Lansing
            113    1001-1103 East 16th Street                                                      Upland
   17       114    653 Skippack Pike                                                               Blue Bell
            115    6601 Preston Road                                                               Plano
            116    3100 South & 5600 West                                                          West Valley City
            117    670 & 680 South Coast Highway                                                   Laguna Beach
            118    118-124 South El Camino Real                                                    San Clemente
            119    900 South Raymond Avenue                                                        Fullerton
   12       120    800 West Cypress Creek Road                                                     Fort Lauderdale
   12       121    2314 West 95th Street                                                           Chicago
            122    13509 South Point Boulevard                                                     Charlotte
            123    421 Columbia Avenue                                                             Lexington
            124    6755 Brandon Village Way                                                        Canal Winchester
            125    3000 Danville Boulevard                                                         Alamo
            126    2107-2193 Roosevelt Avenue                                                      Redwood City
            127    5600 Scotts Valley Drive                                                        Scotts Valley
   20       128    401 East Market Street                                                          Charlottesville
            129    1655 & 1660 Broadway                                                            Chula Vista
            130    67 Holly Hill Lane                                                              Greenwich
   16       131    1202-1312 Martin Boulevard                                                      Middle River
            132    1123 Zonolite Road                                                              Atlanta
            133    1530 East Grand Avenue                                                          Escondido
   12       134    280 Second Street                                                               Los Altos
            135    2998 & 3010 Stemmons Freeway                                                    Dallas
            136    3216-A Yanceyville Street                                                       Greensboro
            137    1700 North Highway 291                                                          Harrisonville
            138    7560 Woodman Place                                                              Van Nuys
   12       139    2307, 2309 & 2311 West Cone Boulevard                                           Greensboro
            140    3501-3521 Parkway Center Court                                                  Orlando
   12       141    4801 Johnson Road                                                               Coconut Creek
   21       142    2942 Kettner Boulevard                                                          San Diego
            143    155, 161 Hanford Armona Road                                                    Lemoore
            144    2 East Atlantic Avenue, 203-209 East Atlantic Avenue & 11 South Swinton Avenue  Delray Beach
            145    1565 & 1617 West Highway 50                                                     Pueblo
            146    1200 Northwest 17th Avenue                                                      Delray Beach
            147    14725 Alton Parkway                                                             Irvine
            148    100 East 15th Street                                                            Fort Worth
            149    525 West Chester Pike                                                           Havertown
            150    2719-2733 & 2765-2769 West Highway 54                                           Peachtree City
            151    474260 S.R. 200                                                                 Yulee
            152    4665-4719 Richmond Road                                                         Warsaw
   12       153    515-533 Commerce Drive                                                          Bluefield
            154    8865-8871 Brecksville Road                                                      Brecksville
    9       155    14900 North Pima Road                                                           Scottsdale
            156    25080 Madison Avenue                                                            Murrieta
            157    600 South 25th Street                                                           Norfolk
            158    995 South Main Street                                                           Nicholasville
            159    3300 Barclay Avenue                                                             Spring Hill
            160    1655 and 1675 Robb Drive                                                        Reno
            161    6102 & 6104 Brashier Boulevard                                                  Mechanicsville
            162    2625 Sierra Meadows Drive                                                       Rocklin
            163    1133 10th Street                                                                Santa Monica
            164    5546-5618 Albemarle Road                                                        Charlotte
            165    6678 E. County Line Road                                                        Highlands Ranch


          CONTROL
FOOTNOTE   NUMBER    STATE                COUNTY         ZIP CODE    PROPERTY TYPE        PROPERTY TYPE DETAIL
---------------------------------------------------------------------------------------------------------------------

             97
           97.01   South Carolina  Charleston              29464   Retail            Unanchored
           97.02   Texas           Collin                  75024   Retail            Single Tenant
           97.03   Texas           Harris                  77429   Retail            Single Tenant
           97.04   Texas           Tarrant                 76180   Retail            Single Tenant
             98    California      San Mateo               94402   Office            General Urban
             99    Texas           Harris                  77075   Multifamily       Garden
            100    Texas           Tarrant                 76104   Office            Medical
            101    Illinois        Cook                    60611   Retail            Unanchored
            102    Florida         Pinellas                33759   Office            General Suburban
            103    Alabama         Montgomery              36117   Retail            Anchored
            104    Kentucky        Jefferson               40222   Retail            Anchored
   12       105    Alabama         Jefferson               35216   Multifamily       Conventional
            106    Texas           Travis                  78741   Multifamily       Conventional
            107    California      Alameda                 94550   Retail            Unanchored
            108    Georgia         Cobb                    30080   Office            General Suburban
            109    California      Los Angeles             91202   Office            General Suburban
            110    Virginia        Fairfax                 22312   Office            General Suburban
            111    Oregon          Washington              97229   Retail            Shadow Anchored
  9, 16     112    Michigan        Ingham                  48823   Office            General Suburban
            113    California      San Bernardino          91784   Retail            Unanchored
   17       114    Pennsylvania    Montgomery              19422   Office            General Suburban
            115    Texas           Collin                  75024   Office            Medical
            116    Utah            Salt Lake County        84128   Retail            Anchored
            117    California      Orange                  92651   Retail            Unanchored
            118    California      Orange                  92672   Retail            Unanchored
            119    California      Orange County           92831   Self-Storage      Self-Storage
   12       120    Florida         Broward                 33309   Office            General Suburban
   12       121    Illinois        Cook                    60643   Retail            Unanchored
            122    North Carolina  Mecklenburg             28273   Industrial        Industrial
            123    South Carolina  Lexington               29072   Retail            Anchored
            124    Ohio            Franklin                43110   Multifamily       Garden
            125    California      Contra Costa            94507   Retail            Unanchored
            126    California      San Mateo               94061   Retail            Anchored
            127    California      Santa Cruz              95066   Retail            Anchored
   20       128    Virginia        Charlottesville         22902   Office            General Urban
            129    California      San Diego               91911   Retail            Unanchored
            130    Connecticut     Fairfield               06830   Office            General Suburban
   16       131    Maryland        Baltimore               21220   Retail            Shadow Anchored
            132    Georgia         Dekalb                  30306   Office            General Urban
            133    California      San Diego               92027   Self-Storage      Self-Storage
   12       134    California      Santa Clara             94022   Office            General Urban
            135    Texas           Dallas                  75247   Office            General Urban
            136    North Carolina  Guilford                27405   Multifamily       Conventional
            137    Missouri        Cass                    64701   Retail            Shadow Anchored
            138    California      Los Angeles             91405   Mobile Home Park  Mobile Home Park
   12       139    North Carolina  Guilford                27408   Office            General Urban
            140    Florida         Orange                  32808   Office            General Suburban
   12       141    Florida         Broward                 33073   Industrial        Warehouse
   21       142    California      San Diego               92101   Office            General Suburban
            143    California      Kings                   93245   Retail            Unanchored
            144    Florida         Palm Beach County       33444   Retail            Anchored
            145    Colorado        Pueblo                  81008   Retail            Shadow Anchored
            146    Florida         Palm Beach              33445   Office            General Suburban
            147    California      Orange                  92618   Office            General Suburban
            148    Texas           Tarrant                 76102   Office            General Urban
            149    Pennsylvania    Delaware                19083   Office            General Suburban
            150    Georgia         Fayette                 30269   Retail            Shadow Anchored
            151    Florida         Nassau                  32034   Retail            Shadow Anchored
            152    Virginia        Richmond                22572   Retail            Anchored
   12       153    Virginia        Tazewell                24605   Retail            Anchored
            154    Ohio            Cuyahoga                44141   Office            Medical
    9       155    Arizona         Maricopa                85260   Retail            Shadow Anchored
            156    California      Riverside               92562   Retail            Anchored
            157    Nebraska        Madison                 68701   Retail            Shadow Anchored
            158    Kentucky        Jessamine               40356   Retail            Anchored
            159    Florida         Hernando                34609   Self-Storage      Self-Storage
            160    Nevada          Washoe                  89523   Office            General Suburban
            161    Virginia        Hanover                 23111   Retail            Shadow Anchored
            162    California      Placer                  95677   Retail            Unanchored
            163    California      Los Angeles             90403   Multifamily       Conventional
            164    North Carolina  Mecklenburg             28212   Retail            Anchored
            165    Colorado        Douglas                 80126   Self-Storage      Self-Storage


          CONTROL
FOOTNOTE   NUMBER     YEAR BUILT     YEAR RENOVATED   NUMBER OF UNITS  UNIT DESCRIPTION  LOAN PER UNIT  ORIGINAL BALANCE
--------------------------------------------------------------------------------------------------------------------------

             97                                                30,314  sf                  $    280.02      $  8,500,000
           97.01         2005                                   6,980  sf
           97.02         2005                                   7,230  sf
           97.03         2005                                   8,047  sf
           97.04         2005                                   8,057  sf
             98          1986              NAP                 75,055  sf                  $    111.25      $  8,350,000
             99          1999              NAP                    150  Units               $ 55,333.33      $  8,300,000
            100          2005              NAP                 53,960  sf                  $    151.05      $  8,175,000
            101          1988                                  46,058  sf                  $    176.95      $  8,150,000
            102       1986-1988            NAP                 68,711  sf                  $    118.03      $  8,110,000
            103          2003              NAP                 74,400  sf                  $    108.80      $  8,120,000
            104          1996              NAP                 63,024  sf                  $    126.81      $  8,000,000
   12       105          1972             1996                    241  Units               $ 32,863.07      $  7,920,000
            106          1973             1996                    362  Units               $ 21,823.20      $  7,900,000
            107       1960, 1975          2004                 36,919  sf                  $    204.50      $  7,550,000
            108          1985                                  86,583  sf                  $     83.16      $  7,200,000
            109          1989          2002, 2005              53,394  sf                  $    131.10      $  7,000,000
            110          1984              NAP                 52,985  sf                  $    132.11      $  7,000,000
            111          2001                                  39,256  sf                  $    178.32      $  7,000,000
  9, 16     112          2004              NAP                 29,938  sf                  $    231.68      $  6,936,000
            113          1998                                  30,566  sf                  $    226.67      $  6,950,000
   17       114          1980              NAP                 58,804  sf                  $    117.00      $  6,880,000
            115          2005                                  42,894  sf                  $    158.39      $  6,800,000
            116       2004-2005            NAP                 50,300  sf                  $    131.21      $  6,600,000
            117          1937             2000                 10,873  sf                  $    380.97      $  4,150,000
            118          1929                                  13,945  sf                  $    171.78      $  2,400,000
            119          2003                                     860  Units               $  7,558.14      $  6,500,000
   12       120          1974             1998                 62,476  sf                  $    103.24      $  6,450,000
   12       121          2004                                  21,558  sf                  $    293.45      $  6,326,100
            122          1997              NAP                 73,362  sf                  $     86.15      $  6,320,000
            123          1982             1986                 60,002  sf                  $    101.16      $  6,070,000
            124          1997             2004                    136  Units               $ 43,291.38      $  5,900,000
            125          2000              NAP                 16,317  sf                  $    343.20      $  5,600,000
            126          1950             1976                 21,422  sf                  $    247.41      $  5,300,000
            127    1981, 1985, 1990        NAP                 50,377  sf                  $    104.97      $  5,300,000
   20       128          1953             1999                 62,972  sf                  $     80.99      $  5,100,000
            129          1989              NAP                 99,081  sf                  $     51.42      $  5,100,000
            130          1982              NAP                 20,239  sf                  $    251.45      $  5,105,000
   16       131       1968-1976           2005                 97,037  sf                  $     51.47      $  5,000,000
            132          1952             1999                 59,868  sf                  $     83.27      $  5,000,000
            133          2003                                     660  Units               $  7,272.73      $  4,800,000
   12       134          1986              NAP                 17,401  sf                  $    272.97      $  4,750,000
            135          1968             2001                 38,302  sf                  $    121.50      $  4,680,000
            136          1971              NAP                    144  Units               $ 31,944.44      $  4,600,000
            137          2005              NAP                 45,249  sf                  $     99.14      $  4,500,000
            138          1953             2003                    148  Pads                $ 30,258.66      $  4,500,000
   12       139          1970             2003                 69,764  sf                  $     60.20      $  4,200,000
            140          2000              NAP                 36,800  sf                  $    113.87      $  4,200,000
   12       141          2003              NAP                 48,726  sf                  $     85.38      $  4,160,000
   21       142          1988                                  52,193  sf                  $     79.44      $  4,150,000
            143          1991             1991                 19,750  sf                  $    207.59      $  4,100,000
            144    1930, 1955, 1998     1998-1999              18,077  sf                  $    221.28      $  4,000,000
            145       1998, 2004           NAP                 22,744  sf                  $    175.87      $  4,000,000
            146          2004              NAP                 30,247  sf                  $    132.24      $  4,000,000
            147          1987             1998                 58,901  sf                  $     67.91      $  4,000,000
            148          1924             1984                 90,979  sf                  $     43.88      $  4,000,000
            149          1960             1987                 46,419  sf                  $     85.01      $  3,950,000
            150          2004              NAP                 26,729  sf                  $    145.91      $  3,900,000
            151          2004                                  28,760  sf                  $    134.80      $  3,900,000
            152          1992              NAP                 60,300  sf                  $     59.70      $  3,600,000
   12       153          1992                                  59,250  sf                  $     60.51      $  3,585,000
            154    1981, 2000-2001         NAP                 30,870  sf                  $    113.31      $  3,520,000
    9       155          2005              NAP                  9,718  sf                  $    359.09      $  3,500,000
            156          1996              NAP                 46,520  sf                  $     74.89      $  3,500,000
            157          2005              NAP                 35,694  sf                  $     97.59      $  3,500,000
            158          1974             1999                 62,312  sf                  $     55.19      $  3,450,000
            159          2003                                     458  Units               $  7,493.60      $  3,450,000
            160          2005                                  16,021  sf                  $    211.79      $  3,400,000
            161          2004              NAP                 19,070  sf                  $    175.67      $  3,350,000
            162          2005              NAP                 11,413  sf                  $    293.52      $  3,350,000
            163          1970             2001                     21  Units               $157,142.86      $  3,300,000
            164          1984             2004                 50,524  sf                  $     64.23      $  3,250,000
            165          1994                                     522  Units               $  6,165.08      $  3,225,000


                     CUT-OFF DATE
                    BALANCE AS OF    ALLOCATED CUT-
          CONTROL      NOVEMBER     OFF DATE BALANCE  % OF INITIAL  INTEREST  ADMINISTRATIVE     MONTHLY          ANNUAL
FOOTNOTE   NUMBER       2005        (MULTI-PROPERTY)  POOL BALANCE    RATE          FEE          PAYMENT       DEBT SERVICE
----------------------------------------------------------------------------------------------------------------------------

             97    $  8,488,393.27                        0.2%       5.6500%      0.0204%         $52,961.59  $   635,539.08
           97.01                     $  2,610,180.93
           97.02                     $  2,145,865.82
           97.03                     $  1,909,888.49
           97.04                     $  1,822,458.04
             98    $  8,350,000.00   $  8,350,000.00      0.2%       4.9500%      0.0204%         $44,569.80  $   534,837.60
             99    $  8,300,000.00   $  8,300,000.00      0.2%       5.3900%      0.0204%         $37,798.62  $   453,583.44
            100    $  8,150,763.68   $  8,150,763.68      0.2%       5.5100%      0.0204%         $50,250.49  $   603,005.88
            101    $  8,150,000.00   $  8,150,000.00      0.2%       5.3400%      0.0204%         $45,459.99  $   545,519.88
            102    $  8,110,000.00   $  8,110,000.00      0.2%       5.3900%      0.0204%         $45,489.54  $   545,874.48
            103    $  8,094,594.26   $  8,094,594.26      0.2%       5.3000%      0.0704%         $45,090.74  $   541,088.88
            104    $  7,991,932.24   $  7,991,932.24      0.2%       5.2200%      0.0704%         $44,027.76  $   528,333.12
   12       105    $  7,920,000.00   $  7,920,000.00      0.2%       5.5400%      0.0204%         $45,167.86  $   542,014.32
            106    $  7,900,000.00   $  7,900,000.00      0.2%       5.9150%      0.0204%         $46,933.64  $   563,203.68
            107    $  7,550,000.00   $  7,550,000.00      0.2%       4.9600%      0.0204%         $40,345.66  $   484,147.92
            108    $  7,200,000.00   $  7,200,000.00      0.2%       6.0000%      0.0204%         $36,500.00  $   438,000.00
            109    $  7,000,000.00   $  7,000,000.00      0.2%       4.9900%      0.0704%         $37,534.74  $   450,416.88
            110    $  7,000,000.00   $  7,000,000.00      0.2%       5.1000%      0.0704%         $38,006.49  $   456,077.88
            111    $  7,000,000.00   $  7,000,000.00      0.2%       5.3400%      0.0204%         $39,045.39  $   468,544.68
  9, 16     112    $  6,936,000.00   $  6,936,000.00      0.2%       5.3200%      0.0204%         $38,602.12  $   463,225.44
            113    $  6,928,254.95   $  6,928,254.95      0.2%       5.3000%      0.0204%         $38,593.67  $   463,124.04
   17       114    $  6,880,000.00   $  6,880,000.00      0.2%       5.5000%      0.0204%         $39,063.88  $   468,766.56
            115    $  6,793,884.67   $  6,793,884.67      0.2%       5.6840%      0.0204%         $39,398.31  $   472,779.72
            116    $  6,600,000.00   $  6,600,000.00      0.1%       5.2100%      0.0204%         $36,282.10  $   435,385.20
            117    $  4,142,279.70   $  4,142,279.70      0.1%       5.9250%      0.0204%         $24,681.59  $   296,179.08
            118    $  2,395,475.48   $  2,395,475.48      0.1%       5.8650%      0.0204%         $14,181.57  $   170,178.84
            119    $  6,500,000.00   $  6,500,000.00      0.1%       5.7950%      0.0204%         $38,118.25  $   457,419.00
   12       120    $  6,450,000.00   $  6,450,000.00      0.1%       5.3000%      0.0204%         $35,817.15  $   429,805.80
   12       121    $  6,326,100.00   $  6,326,100.00      0.1%       5.2848%      0.0204%         $35,069.24  $   420,830.88
            122    $  6,320,000.00   $  6,320,000.00      0.1%       5.0100%      0.0204%         $33,965.76  $   407,589.12
            123    $  6,070,000.00   $  6,070,000.00      0.1%       5.1500%      0.0204%         $33,143.80  $   397,725.60
            124    $  5,887,627.86   $  5,887,627.86      0.1%       5.3750%      0.0204%         $33,038.30  $   396,459.60
            125    $  5,600,000.00   $  5,600,000.00      0.1%       5.1500%      0.0204%         $30,577.47  $   366,929.64
            126    $  5,300,000.00   $  5,300,000.00      0.1%       5.2800%      0.0204%         $29,365.35  $   352,384.20
            127    $  5,288,121.75   $  5,288,121.75      0.1%       5.0600%      0.0704%         $28,646.21  $   343,754.52
   20       128    $  5,100,000.00   $  5,100,000.00      0.1%       5.2800%      0.0704%         $28,257.23  $   339,086.76
            129    $  5,095,113.10   $  5,095,113.10      0.1%       5.4300%      0.0704%         $28,733.65  $   344,803.80
            130    $  5,089,062.92   $  5,089,062.92      0.1%       5.3100%      0.0404%         $28,380.01  $   340,560.12
   16       131    $  4,994,686.70   $  4,994,686.70      0.1%       5.0000%      0.0204%         $26,841.08  $   322,092.96
            132    $  4,985,039.52   $  4,985,039.52      0.1%       5.5000%      0.0204%         $28,389.45  $   340,673.40
            133    $  4,800,000.00   $  4,800,000.00      0.1%       5.7950%      0.0204%         $28,148.86  $   337,786.32
   12       134    $  4,750,000.00   $  4,750,000.00      0.1%       5.2300%      0.0504%         $26,170.87  $   314,050.44
            135    $  4,653,879.17   $  4,653,879.17      0.1%       6.5900%      0.0204%         $29,858.33  $   358,299.96
            136    $  4,600,000.00   $  4,600,000.00      0.1%       5.4100%      0.0204%         $21,026.37  $   252,316.44
            137    $  4,486,042.89   $  4,486,042.89      0.1%       5.2400%      0.0704%         $26,939.61  $   323,275.32
            138    $  4,478,281.12   $  4,478,281.12      0.1%       5.7150%      0.0204%         $26,160.81  $   313,929.72
   12       139    $  4,200,000.00   $  4,200,000.00      0.1%       5.2000%      0.0704%         $25,044.66  $   300,535.92
            140    $  4,190,428.88   $  4,190,428.88      0.1%       4.9800%      0.0204%         $22,495.20  $   269,942.40
   12       141    $  4,160,000.00   $  4,160,000.00      0.1%       5.1900%      0.0204%         $22,817.32  $   273,807.84
   21       142    $  4,146,130.31   $  4,146,130.31      0.1%       5.5400%      0.0204%         $23,667.50  $   284,010.00
            143    $  4,100,000.00   $  4,100,000.00      0.1%       5.8600%      0.0204%         $24,213.76  $   290,565.12
            144    $  4,000,000.00   $  4,000,000.00      0.1%       5.2600%      0.0204%         $22,112.93  $   265,355.16
            145    $  4,000,000.00   $  4,000,000.00      0.1%       5.1100%      0.0704%         $21,742.58  $   260,910.96
            146    $  4,000,000.00   $  4,000,000.00      0.1%       4.9900%      0.0204%         $21,448.42  $   257,381.04
            147    $  4,000,000.00   $  4,000,000.00      0.1%       5.2100%      0.0204%         $17,607.87  $   211,294.44
            148    $  3,992,025.84   $  3,992,025.84      0.1%       5.6100%      0.0204%         $22,988.39  $   275,860.68
            149    $  3,945,997.34   $  3,945,997.34      0.1%       5.2000%      0.0704%         $21,689.88  $   260,278.56
            150    $  3,900,000.00   $  3,900,000.00      0.1%       5.2800%      0.0704%         $17,398.33  $   208,779.96
            151    $  3,876,706.83   $  3,876,706.83      0.1%       5.5400%      0.0204%         $22,241.75  $   266,901.00
            152    $  3,600,000.00   $  3,600,000.00      0.1%       5.0100%      0.0704%         $19,347.58  $   232,170.96
   12       153    $  3,585,000.00   $  3,585,000.00      0.1%       5.5450%      0.0204%         $20,456.57  $   245,478.84
            154    $  3,498,024.10   $  3,498,024.10      0.1%       5.0900%      0.0704%         $20,762.57  $   249,150.84
    9       155    $  3,489,668.60   $  3,489,668.60      0.1%       5.5600%      0.0604%         $20,004.57  $   240,054.84
            156    $  3,483,673.60   $  3,483,673.60      0.1%       4.7500%      0.0204%         $18,257.66  $   219,091.92
            157    $  3,483,494.18   $  3,483,494.18      0.1%       5.0800%      0.0704%         $20,624.12  $   247,489.44
            158    $  3,439,277.28   $  3,439,277.28      0.1%       5.3300%      0.0704%         $19,222.33  $   230,667.96
            159    $  3,432,069.25   $  3,432,069.25      0.1%       5.3800%      0.0204%         $19,329.76  $   231,957.12
            160    $  3,393,088.69   $  3,393,088.69      0.1%       5.5200%      0.0204%         $19,347.51  $   232,170.12
            161    $  3,350,000.00   $  3,350,000.00      0.1%       5.3100%      0.0704%         $18,623.51  $   223,482.12
            162    $  3,350,000.00   $  3,350,000.00      0.1%       5.3200%      0.0204%         $18,644.33  $   223,731.96
            163    $  3,300,000.00   $  3,300,000.00      0.1%       5.2800%      0.0204%         $18,284.09  $   219,409.08
            164    $  3,245,335.26   $  3,245,335.26      0.1%       5.3850%      0.0204%         $19,735.26  $   236,823.12
            165    $  3,218,172.10   $  3,218,172.10      0.1%       5.3300%      0.0204%         $17,968.70  $   215,624.40


                                     INTEREST                 FIRST     LAST IO   FIRST P&I
          CONTROL                     ACCRUAL                PAYMENT    PAYMENT    PAYMENT   PAYMENT
FOOTNOTE   NUMBER  BALLOON BALANCE    METHOD     NOTE DATE     DATE      DATE        DATE      DAY
----------------------------------------------------------------------------------------------------

             97    $  6,503,327.95  Actual/360   9/30/2005  11/6/2005             11/6/2005     6
           97.01
           97.02
           97.03
           97.04
             98    $  7,694,734.18  Actual/360   8/29/2005  10/6/2005   9/6/2010  10/6/2010     6
             99    $  8,300,000.00  Actual/360   4/29/2005   6/6/2005   5/6/2010                6
            100    $  6,223,703.63  Actual/360   8/16/2005  10/6/2005             10/6/2005     6
            101    $  7,553,981.38  Actual/360   10/7/2005  12/6/2005  11/6/2010  12/6/2010     6
            102    $  7,522,398.97  Actual/360   8/22/2005  10/6/2005   9/6/2010  10/6/2010     6
            103    $  6,740,190.68  Actual/360   7/8/2005    9/6/2005              9/6/2005     6
            104    $  6,623,576.31  Actual/360   9/29/2005  11/6/2005             11/6/2005     6
   12       105    $  7,090,789.37  Actual/360   5/16/2005   7/6/2005   6/6/2008   7/6/2008     6
            106    $  7,608,192.16  Actual/360   10/7/2005  12/6/2005  11/6/2007  12/6/2007     6
            107    $  6,676,898.85  Actual/360   7/29/2005   9/6/2005   8/6/2008   9/6/2008     6
            108    $  7,200,000.00  Actual/360   10/7/2005  12/6/2005  11/6/2010                6
            109    $  6,194,265.38  Actual/360   8/24/2005  10/1/2005   9/1/2008  10/1/2008     1
            110    $  6,072,406.33  Actual/360   9/8/2005   11/6/2005  10/6/2007  11/6/2007     6
            111    $  6,108,727.92  Actual/360   5/16/2005   7/6/2005   6/6/2007   7/6/2007     6
  9, 16     112    $  6,049,838.64  Actual/360   7/22/2005   9/6/2005   8/6/2007   9/6/2007     6
            113    $  5,769,005.88  Actual/360   7/1/2005    9/6/2005              9/6/2005     6
   17       114    $  6,026,717.80  Actual/360  10/11/2005  12/6/2005  11/6/2007  12/6/2007     6
            115    $  5,712,050.61  Actual/360   9/21/2005  11/6/2005             11/6/2005     6
            116    $  6,106,184.42  Actual/360   6/23/2005   8/6/2005   7/6/2010   8/6/2010     6
            117    $  3,511,073.22  Actual/360   8/17/2005  10/6/2005             10/6/2005     6
            118    $  2,026,881.14  Actual/360   8/17/2005  10/6/2005             10/6/2005     6
            119    $  5,733,545.74  Actual/360   10/3/2005  12/6/2005  11/6/2007  12/6/2007     6
   12       120    $  5,745,910.54  Actual/360   7/13/2005   9/6/2005   8/6/2008   9/6/2008     6
   12       121    $  5,858,957.57  Actual/360   9/15/2005  11/6/2005  10/6/2010  11/6/2010     6
            122    $  5,469,855.87  Actual/360   8/29/2005  10/1/2005   9/1/2007  10/1/2007     1
            123    $  5,610,670.72  Actual/360   7/19/2005   9/6/2005   8/6/2010   9/6/2010     6
            124    $  4,908,585.59  Actual/360   8/19/2005  10/6/2005             10/6/2005     6
            125    $  5,176,405.38  Actual/360   6/9/2005    8/6/2005   7/6/2010   8/6/2010     6
            126    $  4,617,974.64  Actual/360  10/12/2005  12/6/2005  11/6/2007  12/6/2007     6
            127    $  4,365,305.99  Actual/360   8/29/2005  10/6/2005             10/6/2005     6
   20       128    $  4,444,108.28  Actual/360   5/26/2005   7/6/2005   6/6/2007   7/6/2007     6
            129    $  4,250,624.60  Actual/360   9/8/2005   11/6/2005             11/6/2005     6
            130    $  4,238,863.45  Actual/360   7/29/2005   9/6/2005              9/6/2005     6
   16       131    $  4,110,433.04  Actual/360   9/9/2005   11/6/2005             11/6/2005     6
            132    $  4,176,461.00  Actual/360   7/19/2005   9/6/2005              9/6/2005     6
            133    $  4,234,003.01  Actual/360   10/6/2005  12/6/2005  11/6/2007  12/6/2007     6
   12       134    $  4,395,715.56  Actual/360   9/22/2005  11/1/2005  10/1/2010  11/1/2010     1
            135    $  4,036,324.44  Actual/360   3/9/2005    5/6/2005              5/6/2005     6
            136    $  4,600,000.00  Actual/360   8/31/2005  10/6/2005   9/6/2012                6
            137    $  3,393,323.16  Actual/360   8/17/2005  10/6/2005             10/6/2005     6
            138    $  3,783,770.76  Actual/360   5/26/2005   7/6/2005              7/6/2005     6
   12       139    $  3,293,317.72  Actual/360   6/21/2005   8/6/2005   7/6/2006   8/6/2006     6
            140    $  3,450,297.61  Actual/360   8/24/2005  10/6/2005             10/6/2005     6
   12       141    $  3,847,483.41  Actual/360   7/11/2005   9/6/2005   8/6/2010   9/6/2010     6
   21       142    $  3,470,678.65  Actual/360   9/28/2005  11/6/2005             11/6/2005     6
            143    $  3,828,011.09  Actual/360   8/19/2005  10/6/2005   9/6/2010  10/6/2010     6
            144    $  3,484,030.32  Actual/360   6/10/2005   8/6/2005   7/6/2007   8/6/2007     6
            145    $  3,470,815.83  Actual/360   9/16/2005  11/6/2005  10/6/2007  11/6/2007     6
            146    $  3,460,377.78  Actual/360   7/27/2005   9/6/2005   8/6/2007   9/6/2007     6
            147    $  4,000,000.00  Actual/360   6/27/2005   8/6/2005   7/6/2015                6
            148    $  3,352,195.79  Actual/360   8/16/2005  10/6/2005             10/6/2005     6
            149    $  3,268,301.05  Actual/360   9/7/2005   11/6/2005             11/6/2005     6
            150    $  3,900,000.00  Actual/360   5/26/2005   7/6/2005   6/6/2015                6
            151    $  3,262,054.94  Actual/360   5/6/2005    6/6/2005              6/6/2005     6
            152    $  3,039,988.71  Actual/360   8/24/2005  10/6/2005   9/6/2006  10/6/2006     6
   12       153    $  3,144,013.27  Actual/360   7/13/2005   9/6/2005   8/6/2007   9/6/2007     6
            154    $  2,640,573.16  Actual/360   7/1/2005    8/6/2005              8/6/2005     6
    9       155    $  3,254,360.99  Actual/360   7/14/2005   9/1/2005              9/1/2005     1
            156    $  2,853,865.65  Actual/360   6/30/2005   8/6/2005              8/6/2005     6
            157    $  2,624,361.91  Actual/360   7/11/2005   9/6/2005              9/6/2005     6
            158    $  2,866,469.46  Actual/360   8/1/2005    9/6/2005              9/6/2005     6
            159    $  2,871,044.23  Actual/360   5/26/2005   7/6/2005              7/6/2005     6
            160    $  2,841,484.78  Actual/360   8/19/2005  10/6/2005             10/6/2005     6
            161    $  2,853,541.30  Actual/360   6/13/2005   8/6/2005   7/6/2006   8/6/2006     6
            162    $  2,921,810.99  Actual/360   8/16/2005  10/6/2005   9/6/2007  10/6/2007     6
            163    $  3,056,128.40  Actual/360   7/21/2005   9/6/2005   8/6/2010   9/6/2010     6
            164    $  2,463,602.39  Actual/360   9/26/2005  11/6/2005             11/6/2005     6
            165    $  2,679,286.27  Actual/360   8/19/2005  10/6/2005             10/6/2005     6


                                                                                                                   GRACE
          CONTROL                                                                                                  DAYS -
FOOTNOTE   NUMBER                                       GRACE DAYS - LATE FEE                                     DEFAULT
-------------------------------------------------------------------------------------------------------------------------

             97                                                  0                                                   0
           97.01
           97.02
           97.03
           97.04
             98                                                  0                                                   0
             99                                                  0                                                   0
            100                                                  0                                                   0
            101                                                  0                                                   0
            102                                                  0                                                   0
            103                                                  0                                                   0
            104                                                  0                                                   5
   12       105                                                  0                                                   0
            106                                                  0                                                   0
            107                                                  0                                                   0
            108                                                  0                                                   0
            109                                                  0                                                   0
            110                                                  0                                                   0
            111                                                  0                                                   0
  9, 16     112                                                  0                                                   0
            113                                                  0                                                   0
   17       114                                                  0                                                   0
            115                                                  0                                                   0
            116                                                  0                                                   0
            117                                                  0                                                   0
            118                                                  0                                                   0
            119                                                  0                                                   0
   12       120                                                  0                                                   0
   12       121                                                  0                                                   0
            122    Earlier of 15 days or any lesser number of days permitted under state law, but no less than 5     5
            123                                                  0                                                   0
            124                                                  0                                                   0
            125                                                  0                                                   0
            126                                                  0                                                   0
            127                                                  0                                                   0
   20       128                                                  0                                                   0
            129                                                  0                                                   0
            130                                                  0                                                   0
   16       131                                                  0                                                   0
            132                                                  5                                                   0
            133                                                  0                                                   0
   12       134                                                  5                                                   5
            135                                                  0                                                   0
            136                                                 15                                                   0
            137                                                  0                                                   0
            138                                                  0                                                   0
   12       139                                                 15                                                   0
            140                                                  0                                                   0
   12       141                                                  0                                                   0
   21       142                                                  0                                                   0
            143                                                  0                                                   0
            144                                                  0                                                   0
            145                                                  0                                                   0
            146                                                  0                                                   0
            147                                                  0                                                   0
            148                                                  0                                                   0
            149                                                  0                                                   0
            150                                                  0                                                   0
            151                                                  5                                                   0
            152                                                  0                                                   0
   12       153                                                  0                                                   0
            154                                                  0                                                   0
    9       155                                                  5                                                   5
            156                                                  0                                                   0
            157                                                  0                                                   0
            158                                                  0                                                   0
            159                                                  0                                                   0
            160                                                  0                                                   0
            161                                                  0                                                   0
            162                                                  0                                                   0
            163                                                  5                                                   0
            164                                                 15                                                   0
            165                                                  0                                                   0


                                                    ORIGINAL  REMAINING  ORIGINAL  REMAINING    ORIGINAL      REMAINING
          CONTROL    LOAN TYPE (IO, AMORTIZING,     INTEREST   INTEREST    LOAN       LOAN    AMORTIZATION  AMORTIZATION
FOOTNOTE   NUMBER           IO AMORTIZING)         ONLY TERM  ONLY TERM    TERM       TERM        TERM          TERM
------------------------------------------------------------------------------------------------------------------------

             97              Amortizing                0          0         120       119          300           299
           97.01
           97.02
           97.03
           97.04
             98    Interest Only, Then Amortizing     60          58        120       118          360           360
             99             Interest Only             60          54         60       54           NA            NA
            100              Amortizing                0          0         120       118          300           298
            101    Interest Only, Then Amortizing     60          60        120       120          360           360
            102    Interest Only, Then Amortizing     60          58        120       118          360           360
            103              Amortizing                0          0         120       117          360           357
            104              Amortizing                0          0         120       119          360           359
   12       105    Interest Only, Then Amortizing     36          31        120       115          360           360
            106    Interest Only, Then Amortizing     24          24         60       60           360           360
            107    Interest Only, Then Amortizing     36          33        120       117          360           360
            108             Interest Only             60          60         60       60           NA            NA
            109    Interest Only, Then Amortizing     36          34        120       118          360           360
            110    Interest Only, Then Amortizing     24          23        120       119          360           360
            111    Interest Only, Then Amortizing     24          19        120       115          360           360
  9, 16     112    Interest Only, Then Amortizing     24          21        120       117          360           360
            113              Amortizing                0          0         120       117          360           357
   17       114    Interest Only, Then Amortizing     24          24        120       120          360           360
            115              Amortizing                0          0         120       119          360           359
            116    Interest Only, Then Amortizing     60          56        120       116          360           360
            117              Amortizing                0          0         120       118          360           358
            118              Amortizing                0          0         120       118          360           358
            119    Interest Only, Then Amortizing     24          24        120       120          360           360
   12       120    Interest Only, Then Amortizing     36          33        120       117          360           360
   12       121    Interest Only, Then Amortizing     60          59        120       119          360           360
            122    Interest Only, Then Amortizing     24          22        120       118          360           360
            123    Interest Only, Then Amortizing     60          57        120       117          360           360
            124              Amortizing                0          0         120       118          360           358
            125    Interest Only, Then Amortizing     60          56        120       116          360           360
            126    Interest Only, Then Amortizing     24          24        120       120          360           360
            127              Amortizing                0          0         120       118          360           358
   20       128    Interest Only, Then Amortizing     24          19        120       115          360           360
            129              Amortizing                0          0         120       119          360           359
            130              Amortizing                0          0         120       117          360           357
   16       131              Amortizing                0          0         120       119          360           359
            132              Amortizing                0          0         120       117          360           357
            133    Interest Only, Then Amortizing     24          24        120       120          360           360
   12       134    Interest Only, Then Amortizing     60          59        120       119          360           360
            135              Amortizing                0          0         120       113          360           353
            136             Interest Only             84          82         84       82           NA            NA
            137              Amortizing                0          0         120       118          300           298
            138              Amortizing                0          0         120       115          360           355
   12       139    Interest Only, Then Amortizing     12          8         120       116          300           300
            140              Amortizing                0          0         120       118          360           358
   12       141    Interest Only, Then Amortizing     60          57        120       117          360           360
   21       142              Amortizing                0          0         120       119          360           359
            143    Interest Only, Then Amortizing     60          58        120       118          360           360
            144    Interest Only, Then Amortizing     24          20        120       116          360           360
            145    Interest Only, Then Amortizing     24          23        120       119          360           360
            146    Interest Only, Then Amortizing     24          21        120       117          360           360
            147             Interest Only             120        116        120       116          NA            NA
            148              Amortizing                0          0         120       118          360           358
            149              Amortizing                0          0         120       119          360           359
            150             Interest Only             120        115        120       115          NA            NA
            151              Amortizing                0          0         120       114          360           354
            152    Interest Only, Then Amortizing     12          10        120       118          360           360
   12       153    Interest Only, Then Amortizing     24          21        120       117          360           360
            154              Amortizing                0          0         120       116          300           296
    9       155              Amortizing                0          0          60       57           360           357
            156              Amortizing                0          0         120       116          360           356
            157              Amortizing                0          0         120       117          300           297
            158              Amortizing                0          0         120       117          360           357
            159              Amortizing                0          0         120       115          360           355
            160              Amortizing                0          0         120       118          360           358
            161    Interest Only, Then Amortizing     12          8         120       116          360           360
            162    Interest Only, Then Amortizing     24          22        120       118          360           360
            163    Interest Only, Then Amortizing     60          57        120       117          360           360
            164              Amortizing                0          0         120       119          300           299
            165              Amortizing                0          0         120       118          360           358


                                               HYPER                              CROSS           CROSS
          CONTROL                            AMORTIZING              CASH     COLLATERALIZED  COLLATERALIZED
FOOTNOTE   NUMBER  SEASONING  MATURITY DATE     LOAN     LOCKBOX  MANAGEMENT       (Y/N)          GROUP
------------------------------------------------------------------------------------------------------------

             97        1        10/6/2015        No        Hard    Springing         No            NAP
           97.01
           97.02
           97.03
           97.04
             98        2         9/6/2015        No        NAP        NAP            No            NAP
             99        6         5/6/2010        No        NAP        NAP            No            NAP
            100        2         9/6/2015        No        NAP        NAP            No            NAP
            101        0        11/6/2015        No        Soft    Springing         No            NAP
            102        2         9/6/2015        No        NAP        NAP            No            NAP
            103        3         8/6/2015        No        NAP        NAP            No            NAP
            104        1        10/6/2015        No        NAP        NAP            No            NAP
   12       105        5         6/6/2015        No        NAP        NAP            No            NAP
            106        0        11/6/2010                  NAP        NAP            No            NAP
            107        3         8/6/2015        No        NAP        NAP            No            NAP
            108        0        11/6/2010        No        Hard    Springing         No            NAP
            109        2         9/1/2015        No        NAP        NAP            No            NAP
            110        1        10/6/2015        No        NAP        NAP            No            NAP
            111        5         6/6/2015        No        NAP        NAP            No            NAP
  9, 16     112        3         8/6/2015        No        NAP        NAP            No            NAP
            113        3         8/6/2015        No        NAP        NAP            No            NAP
   17       114        0        11/6/2015        No        NAP        NAP            No            NAP
            115        1        10/6/2015        No        Soft    Springing         No            NAP
            116        4         7/6/2015        No        NAP        NAP            No            NAP
            117        2         9/6/2015        No        NAP        NAP           Yes           Yes-02
            118        2         9/6/2015        No        NAP        NAP           Yes           Yes-02
            119        0        11/6/2015        No        NAP        NAP            No            NAP
   12       120        3         8/6/2015        No        Hard    Springing         No            NAP
   12       121        1        10/6/2015        No        NAP        NAP            No            NAP
            122        2         9/1/2015        No        NAP        NAP            No            NAP
            123        3         8/6/2015        No        NAP        NAP            No            NAP
            124        2         9/6/2015        No        NAP        NAP            No            NAP
            125        4         7/6/2015        No        NAP        NAP            No            NAP
            126        0        11/6/2015        No        NAP        NAP            No            NAP
            127        2         9/6/2015        No        NAP        NAP            No            NAP
   20       128        5         6/6/2015        No        NAP        NAP            No            NAP
            129        1        10/6/2015        No        NAP        NAP            No            NAP
            130        3         8/6/2015        No        NAP        NAP            No            NAP
   16       131        1        10/6/2015        No        NAP        NAP            No            NAP
            132        3         8/6/2015        No        NAP        NAP            No            NAP
            133        0        11/6/2015        No        NAP        NAP            No            NAP
   12       134        1        10/1/2015        No        NAP        NAP            No            NAP
            135        7         4/6/2015        No        NAP        NAP            No            NAP
            136        2         9/6/2012        No        NAP        NAP            No            NAP
            137        2         9/6/2015        No        NAP        NAP            No            NAP
            138        5         6/6/2015        No        NAP        NAP            No            NAP
   12       139        4         7/6/2015        No        NAP        NAP            No            NAP
            140        2         9/6/2015        No        NAP        NAP            No            NAP
   12       141        3         8/6/2015        No        NAP        NAP            No            NAP
   21       142        1        10/6/2015        No        NAP        NAP            No            NAP
            143        2         9/6/2015        No        Soft    In Place          No            NAP
            144        4         7/6/2015        No        NAP        NAP            No            NAP
            145        1        10/6/2015        No        NAP        NAP            No            NAP
            146        3         8/6/2015        No        NAP        NAP            No            NAP
            147        4         7/6/2015        No        NAP        NAP            No            NAP
            148        2         9/6/2015        No        NAP        NAP            No            NAP
            149        1        10/6/2015        No        NAP        NAP            No            NAP
            150        5         6/6/2015        No        NAP        NAP            No            NAP
            151        6         5/6/2015        No        NAP        NAP            No            NAP
            152        2         9/6/2015        No        NAP        NAP            No            NAP
   12       153        3         8/6/2015        No        NAP        NAP            No            NAP
            154        4         7/6/2015        No        NAP        NAP            No            NAP
    9       155        3         8/1/2010        No        NAP        NAP            No            NAP
            156        4         7/6/2015        No        NAP        NAP            No            NAP
            157        3         8/6/2015        No        NAP        NAP            No            NAP
            158        3         8/6/2015        No        NAP        NAP            No            NAP
            159        5         6/6/2015        No        NAP        NAP            No            NAP
            160        2         9/6/2015        No        NAP        NAP            No            NAP
            161        4         7/6/2015        No        NAP        NAP            No            NAP
            162        2         9/6/2015        No        NAP        NAP            No            NAP
            163        3         8/6/2015        No        NAP        NAP            No            NAP
            164        1        10/6/2015        No        NAP        NAP            No            NAP
            165        2         9/6/2015        No        NAP        NAP            No            NAP


          CONTROL                                                              MEZZ DEBT
FOOTNOTE   NUMBER          PREPAYMENT PROVISIONS (# OF PAYMENTS) (1)            BALANCE    B NOTE BALANCE  EARNOUT FLAG
-----------------------------------------------------------------------------------------------------------------------

             97    Lockout/36_> YM or 1%/80_0%/4                                                                No
           97.01
           97.02
           97.03
           97.04
             98    Lockout/26_Defeasance/90_0%/4                                                                No
             99    Lockout/30_Defeasance/12_Defeasance/Declining Fee/15_0%/3                                    No
            100    Lockout/26_>YM or 1%/90_0%/4                                                                 No
            101    Lockout/24_Defeasance/92_0%/4                                                                No
            102    Lockout/26_Defeasance/90_0%/4                                                                No
            103    Lockout/27_Defeasance/89_0%/4                                                                No
            104    Lockout/25_>YM or 1%/91_0%/4                                                                 No
   12       105    Lockout/29_Defeasance/87_0%/4                                                                No
            106    Lockout/24_Defeasance/32_0%/4                                                                No
            107    Lockout/27_Defeasance/89_0%/4                                                                No
            108    Lockout/24_Defeasance/32_0%/4                                                                No
            109    Lockout/26_Defeasance/90_0%/4                                                                No
            110    Lockout/25_Defeasance/91_0%/4                                                                No
            111    Lockout/29_Defeasance/87_0%/4                                                                No
  9, 16     112    Lockout/27_Defeasance/89_0%/4                                             $  415,000        Yes
            113    Lockout/27_Defeasance/89_0%/4                                                                No
   17       114    Lockout/24_Defeasance/92_0%/4                                                                No
            115    Lockout/59_> YM or 1%/57_0%/4                                                                No
            116    Lockout/28_Defeasance/88_0%/4                                                                No
            117    Lockout/26_Defeasance/91_0%/3                                                                No
            118    Lockout/26_Defeasance/91_0%/3                                                                No
            119    Lockout/24_Defeasance/92_0%/4                                                                No
   12       120    Lockout/27_Defeasance/90_0%/3                                                                No
   12       121    Lockout/25_Defeasance/91_0%/4                                                                No
            122    Lockout/26_Defeasance/90_0%/4                                                                No
            123    Lockout/27_Defeasance/89_0%/4                                                                No
            124    Lockout/26_Defeasance/90_0%/4                                                                No
            125    Lockout/28_Defeasance/88_0%/4                                                                No
            126    Lockout/24_Defeasance/92_0%/4                                                                No
            127    Lockout/26_Defeasance/90_0%/4                                                                No
   20       128    Lockout/29_Defeasance/87_0%/4                                                                No
            129    Lockout/25_>YM or 1%/91_0%/4                                                                 No
            130    Lockout/27_Defeasance/89_0%/4                                                                No
   16       131    Lockout/25_Defeasance/91_0%/4                                                               Yes
            132    Lockout/27_Defeasance/89_0%/4                                                                No
            133    Lockout/24_Defeasance/92_0%/4                                                                No
   12       134    Lockout/25_Defeasance/91_0%/4                                                                No
            135    Lockout/31_Defeasance/85_0%/4                                                                No
            136    Lockout/26_Defeasance/54_0%/4                                                                No
            137    Lockout/26_Defeasance/90_0%/4                                                                No
            138    Lockout/29_Defeasance/87_0%/4                                                                No
   12       139    Lockout/28_Defeasance/88_0%/4                                                                No
            140    Lockout/26_Defeasance/90_0%/4                                                                No
   12       141    Lockout/27_Defeasance/89_0%/4                                                                No
   21       142    Lockout/25_Defeasance/91_0%/4                                                                No
            143    Lockout/26_Defeasance/90_0%/4                                                                No
            144    Lockout/28_Defeasance/88_0%/4                                                                No
            145    Lockout/25_Defeasance/91_0%/4                                                                No
            146    Lockout/27_Defeasance/89_0%/4                                                                No
            147    Lockout/59_> YM or 1%/57_0%/4                                                                No
            148    Lockout/26_>YM or 1%/90_0%/4                                                                 No
            149    Lockout/25_Defeasance/91_0%/4                                                                No
            150    Lockout/29_Defeasance/87_0%/4                                                                No
            151    Lockout/30_Defeasance/86_0%/4                                                                No
            152    Lockout/26_Defeasance/90_0%/4                                                                No
   12       153    Lockout/27_Defeasance/89_0%/4                                                                No
            154    Lockout/28_Defeasance/88_0%/4                                                                No
    9       155    Lockout/27_Defeasance/29_0%/4                                             $  220,000         No
            156    Lockout/28_Defeasance/88_0%/4                                                                No
            157    Lockout/27_Defeasance/89_0%/4                                                                No
            158    Lockout/27_Defeasance/89_0%/4                                                                No
            159    Lockout/29_Defeasance/87_0%/4                                                                No
            160    Lockout/59_> YM or 1%/57_0%/4                                                                No
            161    Lockout/28_Defeasance/88_0%/4                                                                No
            162    Lockout/26_>YM or 1%/90_0%/4                                                                 No
            163    Lockout/27_Defeasance/89_0%/4                                                                No
            164    Lockout/25_Defeasance/91_0%/4                                                                No
            165    Lockout/26_Defeasance/91_0%/3                                                                No


                                                                                      SCHEDULED
          CONTROL                   P & I AFTER   APPRAISAL     APPRAISAL    CUT-OFF   MATURITY                OCCUPANCY
FOOTNOTE   NUMBER  EARNOUT AMOUNT     EARNOUT       DATE          VALUE     DATE LTV   DATE LTV  OCCUPANCY %  AS OF DATE
------------------------------------------------------------------------------------------------------------------------

             97       $         0  $        0.00              $ 11,550,000    73.5%     56.3%       100.0%     8/1/2005
           97.01                                   8/3/2005   $  3,550,000                          100.0%     8/1/2005
           97.02                                   8/1/2005   $  2,900,000                          100.0%     8/1/2005
           97.03                                   8/2/2005   $  2,600,000                          100.0%     8/1/2005
           97.04                                   8/1/2005   $  2,500,000                          100.0%     8/1/2005
             98       $         0  $        0.00   7/20/2005  $ 16,000,000    52.2%     48.1%       100.0%     6/30/2005
             99       $         0  $        0.00   4/13/2005  $ 10,550,000    78.7%     78.7%        95.3%     6/13/2005
            100       $         0  $        0.00   6/17/2005  $ 10,600,000    76.9%     58.7%       100.0%     7/31/2005
            101       $         0  $        0.00   8/1/2005   $ 10,900,000    74.8%     69.3%        86.4%     7/1/2005
            102       $         0  $        0.00   8/5/2005   $ 11,200,000    72.4%     67.2%        92.9%     7/29/2005
            103       $         0  $        0.00   4/2/2005   $ 10,150,000    79.7%     66.4%        95.7%     5/31/2005
            104       $         0  $        0.00   8/30/2005  $ 13,200,000    60.5%     50.2%       100.0%     7/31/2005
   12       105       $         0  $        0.00   4/29/2005  $ 10,000,000    79.2%     70.9%        92.1%     5/2/2005
            106       $         0  $        0.00   10/1/2005  $ 11,390,000    69.4%     66.8%        92.0%     10/5/2005
            107       $         0  $        0.00   6/24/2005  $ 10,220,000    73.9%     65.3%       100.0%     7/15/2005
            108       $         0  $        0.00   8/17/2005  $  9,500,000    75.8%     75.8%        88.3%     6/30/2005
            109       $         0  $        0.00   7/13/2005  $ 10,600,000    66.0%     58.4%       100.0%     8/1/2005
            110       $         0  $        0.00   7/21/2005  $  8,750,000    80.0%     69.4%        94.1%     7/31/2005
            111       $         0  $        0.00   3/11/2005  $  9,240,000    75.8%     66.1%        71.4%     7/1/2005
  9, 16     112       $   288,000  $   36,999.26   5/25/2005  $  8,310,000    80.0%     69.8%        84.8%     6/15/2005
            113       $         0  $        0.00   6/13/2005  $  9,275,000    74.7%     62.2%       100.0%     6/1/2005
   17       114       $         0  $        0.00   Estimate   $  8,600,000    80.0%     70.1%        88.6%     6/30/2005
            115       $         0  $        0.00   5/9/2005   $  9,000,000    75.5%     63.5%       100.0%     6/1/2005
            116       $         0  $        0.00   5/4/2005   $  9,700,000    68.0%     63.0%        95.0%     6/20/2005
            117       $         0  $        0.00   7/13/2005  $  5,860,000    68.2%     57.7%       100.0%     7/14/2005
            118       $         0  $        0.00   6/21/2005  $  3,730,000    68.2%     57.7%       100.0%     7/27/2005
            119       $         0  $        0.00   8/28/2005  $ 11,400,000    57.0%     50.3%        70.3%     8/29/2005
   12       120       $         0  $        0.00   4/28/2005  $  8,900,000    72.5%     64.6%        88.1%     7/1/2005
   12       121       $         0  $        0.00   6/30/2005  $  9,400,000    67.3%     62.3%       100.0%     7/5/2005
            122       $         0  $        0.00   7/19/2005  $  7,900,000    80.0%     69.2%       100.0%     7/31/2005
            123       $         0  $        0.00   6/8/2005   $  7,600,000    79.9%     73.8%       100.0%     6/30/2005
            124       $         0  $        0.00   6/7/2005   $  7,700,000    76.5%     63.7%        95.0%     6/22/2005
            125       $         0  $        0.00   5/11/2005  $  7,700,000    72.7%     67.2%       100.0%     5/1/2005
            126       $         0  $        0.00   7/22/2005  $  7,200,000    73.6%     64.1%        95.0%     7/5/2005
            127       $         0  $        0.00   7/20/2005  $  9,400,000    56.3%     46.4%        91.3%     6/30/2005
   20       128       $         0  $        0.00   11/2/2005  $  9,800,000    52.0%     45.3%        83.8%     7/20/2005
            129       $         0  $        0.00   8/3/2005   $ 13,460,000    37.9%     31.6%        92.8%     7/31/2005
            130       $         0  $        0.00   7/8/2005   $  7,000,000    72.7%     60.6%        90.4%     7/15/2005
   16       131       $   250,000  $   25,499.03   Estimate   $  7,500,000    63.3%     49.2%        40.5%     8/11/2005
            132       $         0  $        0.00   6/9/2005   $  9,900,000    50.4%     42.2%        88.5%     6/1/2005
            133       $         0  $        0.00   8/24/2005  $  6,330,000    75.8%     66.9%        84.4%     8/19/2005
   12       134       $         0  $        0.00   7/12/2005  $  7,500,000    63.3%     58.6%       100.0%     8/31/2005
            135       $         0  $        0.00   1/20/2005  $  6,100,000    76.3%     66.2%       100.0%     1/27/2005
            136       $         0  $        0.00   1/3/2005   $  6,600,000    69.7%     69.7%        92.4%     8/15/2005
            137       $         0  $        0.00   8/2/2005   $  5,750,000    78.0%     59.0%       100.0%     6/23/2005
            138       $         0  $        0.00   4/18/2005  $  7,240,000    61.9%     52.3%        93.9%     7/31/2005
   12       139       $         0  $        0.00   6/1/2005   $  5,560,000    75.5%     59.2%        87.6%     4/30/2005
            140       $         0  $        0.00   7/15/2005  $  5,250,000    79.8%     65.7%       100.0%     7/31/2005
   12       141       $         0  $        0.00   6/3/2005   $  5,400,000    77.0%     71.2%       100.0%     5/1/2005
   21       142       $         0  $        0.00   7/7/2005   $ 14,400,000    28.8%     24.1%       100.0%     5/31/2005
            143       $         0  $        0.00   8/1/2005   $  5,500,000    74.5%     69.6%       100.0%     5/1/2005
            144       $         0  $        0.00   5/3/2005   $  5,150,000    77.7%     67.7%       100.0%     6/1/2005
            145       $         0  $        0.00   8/2/2005   $  5,800,000    69.0%     59.8%       100.0%     7/1/2005
            146       $         0  $        0.00   7/5/2005   $  5,000,000    80.0%     69.2%        95.9%     5/31/2005
            147       $         0  $        0.00   1/3/2005   $ 10,000,000    40.0%     40.0%       100.0%     5/1/2005
            148       $         0  $        0.00   6/17/2005  $  5,400,000    73.9%     62.1%        83.3%     6/1/2005
            149       $         0  $        0.00   1/26/2005  $  5,400,000    73.1%     60.5%        95.3%     6/1/2005
            150       $         0  $        0.00   7/1/2005   $  7,000,000    55.7%     55.7%        93.6%     4/13/2005
            151       $         0  $        0.00   3/11/2005  $  5,140,000    75.4%     63.5%        89.6%     7/26/2005
            152       $         0  $        0.00   7/12/2005  $  4,900,000    73.5%     62.0%       100.0%     7/31/2005
   12       153       $         0  $        0.00   3/31/2005  $  4,850,000    73.9%     64.8%       100.0%     4/1/2005
            154       $         0  $        0.00   5/2/2005   $  4,400,000    79.5%     60.0%        80.9%     6/22/2005
    9       155       $         0  $        0.00   10/1/2005  $  5,410,000    64.5%     60.2%        87.7%     6/30/2005
            156       $         0  $        0.00   5/10/2005  $  8,300,000    42.0%     34.4%       100.0%     7/31/2005
            157       $         0  $        0.00   6/16/2005  $  4,470,000    77.9%     58.7%       100.0%     6/23/2005
            158       $         0  $        0.00   6/14/2005  $  4,450,000    77.3%     64.4%        94.6%     8/18/2005
            159       $         0  $        0.00   4/7/2005   $  5,000,000    68.6%     57.4%        90.6%     3/31/2005
            160       $         0  $        0.00   7/1/2005   $  4,700,000    72.2%     60.5%        88.0%     9/1/2005
            161       $         0  $        0.00   5/12/2005  $  4,600,000    72.8%     62.0%        93.7%     4/25/2005
            162       $         0  $        0.00   7/20/2005  $  4,650,000    72.0%     62.8%       100.0%     6/24/2005
            163       $         0  $        0.00   7/8/2005   $  5,000,000    66.0%     61.1%       100.0%     7/19/2005
            164       $         0  $        0.00   7/1/2005   $  4,480,000    72.4%     55.0%        93.9%     5/31/2005
            165       $         0  $        0.00   8/4/2005   $  4,300,000    74.8%     62.3%        91.6%     8/4/2005


                                                                                       LARGEST
                                                                            LARGEST    TENANT
          CONTROL                                                            TENANT     LEASE
FOOTNOTE   NUMBER          LARGEST TENANT (BASED ON SQUARE FOOTAGE)         SQ. FT.  EXPIRATION
-----------------------------------------------------------------------------------------------

             97
           97.01   Tire Kingdom, Inc.                                         5,730   2/28/2030
           97.02   NTW Inc., d/b/a NTB                                        7,230   7/31/2030
           97.03   NTW Inc., d/b/a NTB                                        8,047   6/30/2030
           97.04   NTW Inc., d/b/a NTB                                        8,057   6/30/2030
             98    Borel Private Bank                                        31,839   2/1/2007
             99    NAP                                                           --      NAP
            100    Texas Cancer Care                                         53,960   4/1/2015
            101    4Taste                                                     6,100   6/1/2010
            102    Nicholas Data Services, Inc.                              14,959   3/31/2010
            103    Bruno's Food & Pharmacy                                   53,400  11/30/2023
            104    Barnes & Noble                                            30,024   1/1/2011
   12       105    NAP                                                           --      NAP
            106    NAP                                                           --      NAP
            107    Vine Cinema                                               14,038   8/1/2018
            108    Archwood Chemical, Inc                                    35,998  11/14/2009
            109    Stevenson Real Estate                                      6,025   3/1/2011
            110    LEICA Geosystems                                          11,514   3/31/2008
            111    Tae Kwon Do/Expansion                                      2,683   8/31/2008
  9, 16     112    Terra Mgmt                                                10,462   8/31/2029
            113    Yeager Inland Empire, Inc. dba Coldwell                   10,885   5/30/2011
   17       114    Prudential Fox & Roach                                    18,318   5/31/2008
            115    Texas Regional Heart Center                               42,894   4/17/2020
            116    Michaels Stores Inc.                                      21,300   4/1/2015
            117    Serrano Investments dba Mosun Sushi                        8,022   5/31/2020
            118    Surfrider                                                  4,192   7/1/2007
            119    NAP                                                           --      NAP
   12       120    Streicher Mobile Fueling, Inc.                             6,642   2/28/2006
   12       121    Panera, LLC                                                5,015   5/24/2015
            122    Intermec Corp                                             41,272  11/30/2007
            123    BI-LO                                                     43,023   2/28/2026
            124    NAP                                                           --      NAP
            125    Ciao Bella Hair & Skin                                     2,870   11/1/2009
            126    Redwood City Hardware-William Marshall                     4,350   2/28/2010
            127    Scott's Valley Market                                     24,363   11/1/2021
   20       128    Enterprise Center, LLC                                    10,913   5/31/2007
            129    24 Hour Fitness                                           21,528   5/1/2010
            130    Brown Paper Company                                        6,950   8/31/2009
   16       131    Family Dollar                                              8,000   6/30/2010
            132    Smith Carter USA, L.L.C.                                   6,125   8/31/2006
            133    NAP                                                           --      NAP
   12       134    West Valley Properties                                     3,537   8/1/2013
            135    General Services Administration                           23,066   8/8/2012
            136    NAP                                                           --      NAP
            137    Dollar Tree                                                9,200  10/22/2009
            138    NAP                                                           --      NAP
   12       139    DLH Nordisk, Inc.                                         12,000   2/28/2007
            140    Orange County 911                                         10,000  11/30/2010
   12       141    Elco Admin/Enterprise                                      7,000   9/1/2015
   21       142    Alamo Rent-A-Car                                          52,193   5/31/2021
            143    Video Zone dba Blockbuster Video                           4,500  12/31/2006
            144    Louie Louie Too                                            3,348   2/4/2008
            145    Auto Zone                                                  6,944   6/1/2019
            146    Freedom Steel                                              2,905  12/31/2006
            147    RBF Consulting Inc.                                       58,901   3/31/2007
            148    Lopez Garcia Group                                        15,202   2/1/2010
            149    Premier Orthopedic & Sports Medicine                      17,997   5/31/2010
            150    Tires Plus                                                 7,280   10/1/2024
            151    Goodwill Industries of N Florida                           9,000  10/31/2009
            152    Food Lion                                                 29,000   12/1/2012
   12       153    Big Lots (sublease from Food Lion)                        29,000   9/29/2012
            154    Karen's Hallmark                                           4,642   4/30/2006
    9       155    Mattress Firm                                              5,328   3/1/2010
            156    Best Buy                                                  46,520   6/1/2016
            157    Dollar Tree                                               10,000   2/28/2010
            158    Goody's                                                   20,410  10/31/2007
            159    NAP                                                           --      NAP
            160    Culinary Ventures, LLC                                     5,096   6/30/2012
            161    Blockbuster                                                5,020  11/30/2013
            162    Pella Windows                                              2,195   4/1/2008
            163    NAP                                                           --      NAP
            164    Dollar Tree Stores, Inc.                                  11,073   2/25/2014
            165    NAP                                                           --      NAP


                                                                              SECOND
                                                                             LARGEST
          CONTROL                                                             TENANT
FOOTNOTE   NUMBER                   SECOND LARGEST TENANT                    SQ. FT.
------------------------------------------------------------------------------------

             97
           97.01   Starbucks Corporation                                       1,250
           97.02   NAP                                                            --
           97.03   NAP                                                            --
           97.04   NAP                                                            --
             98    IP Solutions                                                7,425
             99    NAP                                                            --
            100    NAP                                                            --
            101    Cardiac Imaging Centers of America                          5,054
            102    Vincenzo's Ristorante, Inc.                                 4,225
            103    Squeelers Restaurant                                        3,600
            104    Comp USA                                                   17,000
   12       105    NAP                                                            --
            106    NAP                                                            --
            107    Washington Mutual Bank, FA                                  4,000
            108    Atlanta Bread Company                                      25,815
            109    World Class Mortgage                                        5,645
            110    SAIC                                                        9,514
            111    Siam Restaurant                                             2,430
  9, 16     112    Fifth Third                                                 4,200
            113    T.T. Upland Associates, Ltd., dba Tutor                    10,200
   17       114    Resnick, Amsterdam & Leschner                              10,192
            115    NAP                                                            --
            116    PetsMart, Inc.                                             20,100
            117    Princess Jewelry, Inc.                                      1,818
            118    One World                                                   2,020
            119    NAP                                                            --
   12       120    First Union National Bank (Wachovia)                        5,687
   12       121    Bank One, N.A.                                              4,047
            122    DMG America                                                21,849
            123    Little China Restaurant                                     4,165
            124    NAP                                                            --
            125    UPS                                                         2,642
            126    Avenue Liquor Store-Randip Manrao                           1,960
            127    Yamamori                                                    3,860
   20       128    Quantitative Investment Mgmt.                               5,604
            129    Tile Club                                                  11,739
            130    Pecora Brothers                                             4,150
   16       131    Grab-A-Crab                                                 3,900
            132    Go! Productions, Inc.                                       5,650
            133    NAP                                                            --
   12       134    KAM, Inc.                                                   3,418
            135    Ultrasound Diagnostic Schools, Inc.                        15,236
            136    NAP                                                            --
            137    Shoe Show                                                   5,200
            138    NAP                                                            --
   12       139    Windsor Investments                                         9,464
            140    Orange County ISS                                           9,200
   12       141    Philbo Associates                                           5,163
   21       142    NAP                                                            --
            143    Sally's Shoes and Fashion                                   3,000
            144    Nine South                                                  3,128
            145    Security Service FCU                                        2,800
            146    Unim                                                        2,767
            147    NAP                                                            --
            148    Tarrant County College District                            11,402
            149    County of Delaware - Haverford District Court               3,894
            150    Little Gym                                                  4,200
            151    Adam and Eve                                                3,000
            152    Rite Aid                                                    9,600
   12       153    Jo-Ann Fabrics                                             11,550
            154    The Terra Group                                             3,234
    9       155    Pearl Vision                                                2,190
            156    NAP                                                            --
            157    Supper Buffet                                               5,000
            158    Rite Aid Drug                                              13,770
            159    NAP                                                            --
            160    Village Realty, Inc.                                        4,041
            161    Benjamin Moore                                              2,886
            162    Jamba Juice                                                 1,578
            163    NAP                                                            --
            164    Chuck E. Cheese Pizza                                       9,947
            165    NAP                                                            --


                                                              THIRD
                                                             LARGEST
          CONTROL                                             TENANT
FOOTNOTE   NUMBER              THIRD LARGEST TENANT          SQ. FT.
---------------------------------------------------------------------

             97
           97.01   NAP                                            --
           97.02   NAP                                            --
           97.03   NAP                                            --
           97.04   NAP                                            --
             98    Asurionn                                    6,530
             99    NAP                                            --
            100    NAP                                            --
            101    Vwidon Partnership                          3,900
            102    Diana Gastineau                             3,530
            103    Movie Gallery                               3,200
            104    Harper's Restaurant                         8,000
   12       105    NAP                                            --
            106    NAP                                            --
            107    Zephyr Bar & Grill                          3,681
            108    Inland Southern Management                 11,197
            109    The Vicken Group, Inc. - Fidelity           3,988
            110    D Volkert & Associates                      7,286
            111    Countrywide Home Loans, Inc.                2,400
  9, 16     112    Salon                                       2,768
            113    PrimeCare Medical Group of Inland Valley    4,400
   17       114    Abington Hospital                           5,640
            115    NAP                                            --
            116    Sprint Cellular                             2,450
            117    Faraneh P. Golbaz, dba La Rouge             1,033
            118    Stud Cuts                                   1,984
            119    NAP                                            --
   12       120    Palm Health Benefits, LLC                   4,243
   12       121    Chipolte Mexican Grill, Inc.                3,059
            122    Advantage Sales & Marketing                10,241
            123    Tera's Merle Norman                         3,038
            124    NAP                                            --
            125    Classy Cleaners                             1,494
            126    Lynn Wilson Roberts                         1,929
            127    Curves                                      2,093
   20       128    PHRA                                        5,553
            129    San Ysidro Health                           7,155
            130    JJI Lighting                                2,800
   16       131    Mattress Warehouse                          3,640
            132    The S/L/A/M Collaborative, Inc.             5,500
            133    NAP                                            --
   12       134    Stewart Title of Cali                       3,198
            135    NAP                                            --
            136    NAP                                            --
            137    Cato                                        4,160
            138    NAP                                            --
   12       139    Wyndham Mills International                 4,515
            140    Orange County Fac. Man.                     8,800
   12       141    First Choice Building Maintenance Inc.      4,795
   21       142    NAP                                            --
            143    Jade Garden Restaurant                      2,450
            144    Straub Management                           2,910
            145    India's Fine Cuisine, Inc.                  2,800
            146    Mediri                                      2,247
            147    NAP                                            --
            148    Tarrant County 911                         10,376
            149    Life Management                             2,504
            150    Washington Mutual                           3,500
            151    A Caribbean Tan and Spa                     2,360
            152    Dollar General                              7,150
   12       153    CiCi's Pizza                                4,200
            154    Brandon Edwards DDS, Inc.                   3,172
    9       155    Go Wireless                                 1,000
            156    NAP                                            --
            157    CATO                                        4,160
            158    Dollar Tree                                 6,300
            159    NAP                                            --
            160    First American Title Company of Nevada      2,160
            161    Equity One                                  1,457
            162    Pot Belly Deli                              1,450
            163    NAP                                            --
            164    Michael A Edwards d/ba Outer Bounds         6,800
            165    NAP                                            --


1    The Open Period is inclusive of the Maturity Date

2    Container Store has an executed lease but is not yet in occupancy. They are
     expected to open in March 2006.

3    Ongoing reserve amounts for RE Tax, Insurance, TI/LC and Replacement
     Reserves are yet to be determined.

4    The Appraisal Value reflects an overall portfolio valuation which is
     greater than the sum of the individual property appraised values.

5    The Monthly Payment is a calculated average of the future principal and
     interest payments for the 12-month period beginning with the payment in
     October 2012 thru the payment in September 2013. The Annual Debt Service is
     the sum of the scheduled principal and interest for the same period. The
     Underwritten NOI DSCR and Underwritten NCF DSCR are based on the required
     amortization schedule and interest payments for the 12-month period
     beginning with the payment in October 2012 through the payment in September
     2013.

6    The Cut-off Date LTV and Underwritten NCF DSCR are based on the total
     $251,000,000 financing reduced by the $15,000,000 performance guarantee.

7    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 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.

8    The Scheduled Maturity Date LTV is calculated utilizing the stabilized
     appraised value.

9    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 excludes
     the cut-off date principal balance of any subordinate mortgage loan in that
     split loan structure.

10   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.

11   The Cut-off Date LTV and Maturity Date LTV are calculated net of
     $16,500,000 in reserves.

12   Borrowing entity utilizes a tenant-in-common structure

13   The pari passu companion loan is a future funding obligation of GCFP.
     Underwritten debt service coverage ratios and loan to appraised value
     ratios shown in this prospectus supplement are calculated as if the
     $9,400,000 advance was funded.

14   The 730 month Original Amortization term is approximate. Amortization for
     the loan is based on $20,000,000 interest only and $2,000,000 amortizing on
     a 360 month schedule. See Annex A-3 for actual amortization schedule.

15   The Monthly Payment is a calculated average of the future principal and
     interest payments for the 12-month period beginning with the payment in
     November 2005 thru the payment in October 2006. The Annual Debt Service is
     the sum of the scheduled principal and interest for the same period. The
     Underwritten NOI DSCR and Underwritten NCF DSCR are based on the required
     amortization schedule and interest payments for the 12-month period
     beginning with the payment in November 2005 through the payment in October
     2006.

16   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 as applicable.

17   All reserves are estimated and final reserve amounts will be determined at
     loan closing.

18   Prior to October 21, 2005, the ground lessor is required to convey its fee
     interest to the borrower in exchange for a limited partnership interest in
     the borrower. If the conveyance does not take place on or prior to such
     date, the loan documents provide that the interest rate on the related
     mortgage loan will be increased by 0.05%

19   The mortgage loan is fully payable on its initial maturity date on August
     6, 2014 with an exit fee if the loan's extension option is not exercised or
     otherwise fully prepayable on its final maturity date on August 6, 2018
     without an exit fee. For purposes of all calculations, we have assumed the
     loan term through the final maturity date.

20   The Appraisal Value reflects the stabilized appraisal value with
     stabilization that is expected to occur in November 2005.

21   Property is leased by Alamo Rent-A-Car. The property size and largest
     tenant size shown include 15,981 sf of building space 36,212 sf of parking
     space.

22   Borrower is required to pay as rent, on or before June 1 and December 1 of
     each year of the term, a sum equal to the amount payable as principal and
     interest on the bonds issued by the ground lessor and purchased by
     Borrower. The bonds were issued on September 1, 2002 in the principal
     amount of $14,200,000 with a coupon of 6.5% and a maturity date of December
     31, 2012. See "Annex B - Structural and Collateral Term Sheet - Ten Largest
     Mortgage Loans - Schron Industrial Portfolio.





                       THIRD                                                                                         EARTHQUAKE
                      LARGEST    ENGINEERING               PHASE II                                                   INSURANCE
          CONTROL  TENANT LEASE     REPORT      PHASE I   PERFORMED  PHASE II                                         REQUIRED
FOOTNOTE   NUMBER   EXPIRATION       DATE        DATE       (Y/N)      DATE          PML %      SEISMIC REPORT DATE    (Y/N)
-------------------------------------------------------------------------------------------------------------------------------

             97
           97.01        NAP       8/24/2005    8/26/2005      No                                                          No
           97.02        NAP       8/24/2005    8/26/2005      No                                                          No
           97.03        NAP       8/23/2005    8/26/2005      No                                                          No
           97.04        NAP       8/24/2005    8/26/2005      No                                                          No
             98       7/1/2008     8/8/2005    8/25/2005      No                      19          8/9/2005                No
             99         NAP       4/15/2005    4/25/2005      No                                                          No
            100         NAP        6/7/2005    7/12/2005      No                                                          No
            101      9/14/2009    7/27/2005    6/29/2005      No                                                          No
            102       9/8/2007     8/4/2005    8/18/2005      No                                                          No
            103       9/1/2010    4/18/2005    4/27/2005      No                                                          No
            104      12/1/2015    8/30/2005    8/31/2005      No                                                          No
   12       105         NAP       4/22/2005    5/11/2005      No                                                          No
            106         NAP        9/1/2005    9/29/2005      No                                                          No
            107       5/1/2013    7/11/2005     8/2/2005      No                    17, 19        7/11/2005               No
            108      8/31/2008    8/18/2005    8/18/2005      No                                                          No
            109       1/1/2008    7/22/2005    7/15/2005      No                      19          7/22/2005               No
            110      9/30/2009    7/29/2005    4/27/2005      No                                                          No
            111      11/21/2006   3/18/2005    3/21/2005      No                      11          3/22/2005               No
  9, 16     112      10/31/2014   5/16/2005    6/10/2005      No                                                          No
            113      5/20/2006     6/9/2005     6/9/2005      No                      14          6/9/2005                No
   17       114      10/31/2010   8/16/2005    8/16/2005      No                                                          No
            115         NAP        9/1/2005    8/30/2005      No                                                          No
            116       2/1/2012    5/13/2005    5/19/2005      No                    <10, 12       5/31/2005               No
            117      12/31/2009   7/25/2005    7/25/2005      No                       9          7/25/2005               No
            118      12/1/2009     7/8/2005     7/8/2005      No                       6          7/8/2005                No
            119         NAP       9/14/2005     9/9/2005      No                      14          9/14/2005               No
   12       120      8/31/2009     5/2/2005     5/2/2005      No                                                          No
   12       121      8/30/2014    7/15/2005    7/15/2005      No                                                          No
            122       9/1/2008    7/28/2005     8/8/2005      No                                                          No
            123      2/28/2007    6/28/2005    7/18/2005      No                                                          No
            124         NAP       6/29/2005    6/28/2005      No                                                          No
            125       2/1/2009    5/18/2005    5/24/2005      No                      12          5/27/2005               No
            126      8/23/2009    8/25/2005    8/25/2005      No                      18          8/30/2005               No
            127       6/1/2006     8/8/2005    8/17/2005      No                    12, 15        8/9/2005                No
   20       128      3/31/2010     5/2/2005    5/18/2005      No                                                          No
            129       6/1/2007     8/9/2005    8/29/2005      No                      12          8/4/2005                No
            130      12/7/2006    7/14/2005    7/19/2005      No                                                          No
   16       131      9/30/2015     8/4/2005     4/5/2005      No                                                          No
            132      6/30/2008     6/9/2005    6/16/2005      No                                                          No
            133         NAP       9/14/2005    9/14/2005      No                      13          9/14/2005               No
   12       134       7/1/2007     7/7/2005     7/7/2005      No                      18          7/7/2005                No
            135         NAP       2/10/2005    2/10/2005      No                                                          No
            136         NAP       12/27/2004   1/10/2005      No                                                          No
            137      1/31/2009     7/6/2005     7/6/2005      No                                                          No
            138         NAP       5/27/2005    5/27/2005      No                      18          5/27/2005               No
   12       139      6/30/2006     5/5/2005    6/10/2005      No                                                          No
            140      11/30/2010   6/25/2005    8/12/2005      No                                                          No
   12       141       6/1/2007     6/9/2005    6/28/2005      No                                                          No
   21       142         NAP       8/31/2005    8/30/2005      No                      15          8/31/2005               No
            143      2/28/2007    8/11/2005    8/11/2005      No                       8          8/11/2005               No
            144      3/31/2006    5/10/2005    5/25/2005      No                                                          No
            145      1/10/2010     8/1/2005    8/19/2005      No                                                          No
            146      10/1/2007     7/8/2005    7/14/2005      No                                                          No
            147         NAP        7/6/2005     7/6/2005      No                      10          7/5/2005                No
            148       4/1/2008     8/9/2005    7/12/2005      No                                                          No
            149      4/30/2006    2/14/2005    2/28/2005      No                                                          No
            150      11/1/2014     5/5/2005    5/16/2005      No                                                          No
            151      8/31/2007    3/28/2005    3/28/2005      No                                                          No
            152      12/31/2009   7/25/2005    8/11/2005      No                                                          No
   12       153       2/9/2013     7/1/2005     7/1/2005      No                                                          No
            154      9/30/2012    5/27/2005    6/17/2005      No                                                          No
    9       155       3/1/2010    6/30/2005     8/1/2005      No                                                          No
            156         NAP       5/20/2005    5/16/2005      No                      15          5/23/2005               No
            157       4/1/2010    6/17/2005    6/30/2005      No                                                          No
            158      8/31/2006    6/28/2005    6/28/2005      No                                                          No
            159         NAP       4/27/2005    4/27/2005      No                                                          No
            160      5/31/2010    5/25/2005    5/25/2005      No                      12          5/25/2005               No
            161      7/20/2008    5/27/2005     6/3/2005      No                                                          No
            162      9/25/2015    7/18/2005     8/9/2005      No                      <10         7/15/2005               No
            163         NAP        6/9/2005     6/9/2005      No                      18           6/9/2005               No
            164      9/30/2009    6/23/2005    6/21/2005      No                                                          No
            165         NAP        8/4/2005     8/4/2005      No                                                          No


                   TERRORISM                                 GROUND        GROUND
                   INSURANCE                      GROUND      LEASE        LEASE
          CONTROL  REQUIRED                        LEASE     PAYMENT     EXPIRATION
FOOTNOTE   NUMBER    (Y/N)    OWNERSHIP INTEREST   (Y/N)    (ANNUAL)        DATE     2003 NOI DATE    2003 NOI   2004 NOI DATE
------------------------------------------------------------------------------------------------------------------------------

             97                                                                                     $        0
           97.01      Yes         Fee Simple         No                                             $        0
           97.02      Yes         Fee Simple         No                                             $        0
           97.03      Yes         Fee Simple         No                                             $        0
           97.04      Yes         Fee Simple         No                                             $        0
             98       Yes         Fee Simple         No                                12/31/2003   $1,630,239     12/31/2004
             99       Yes         Fee Simple         No                                12/31/2003   $  684,508     12/31/2004
            100       Yes         Fee Simple         No                                             $        0
            101       Yes         Fee Simple         No                                12/31/2003   $  422,407     12/31/2004
            102       Yes         Fee Simple         No                                12/31/2003   $  568,569     12/31/2004
            103       Yes         Fee Simple         No                                             $        0     12/31/2004
            104       Yes         Fee Simple         No                                12/31/2003   $1,090,678     12/31/2004
   12       105       Yes         Fee Simple         No                                12/31/2003   $  680,726     12/31/2004
            106       Yes         Fee Simple         No                                12/31/2003   $  547,358     12/31/2004
            107       Yes         Fee Simple         No                                             $        0
            108       Yes         Fee Simple         No                                             $        0     12/31/2004
            109       Yes         Fee Simple         No                                12/31/2003   $  665,767     12/31/2004
            110       Yes         Fee Simple         No                                12/31/2003   $  363,475     12/31/2004
            111       Yes         Fee Simple         No                                12/31/2003   $  358,285     12/31/2004
  9, 16     112       Yes         Fee Simple         No                                             $        0
            113       Yes         Fee Simple         No                                12/31/2003   $  587,595     12/31/2004
   17       114       Yes         Fee Simple         No                                12/31/2003   $  621,650     12/31/2004
            115       Yes         Fee Simple         No                                             $        0
            116       Yes         Fee Simple         No                                             $        0
            117       Yes         Fee Simple         No                                12/31/2003   $  303,121     12/31/2004
            118       Yes         Fee Simple         No                                12/31/2003   $  184,123     12/31/2004
            119       Yes         Fee Simple         No                                12/31/2003   $  -37,121     12/31/2004
   12       120       Yes         Fee Simple         No                                12/31/2003   $  621,566     12/31/2004
   12       121       Yes         Fee Simple         No                                             $        0
            122       Yes         Fee Simple         No                                12/31/2003   $  760,060     12/31/2004
            123       Yes         Fee Simple         No                                12/31/2003   $  543,884     12/31/2004
            124       Yes         Fee Simple         No                                             $        0     12/31/2004
            125       Yes         Fee Simple         No                                12/31/2003   $  493,586     12/31/2004
            126       Yes         Fee Simple         No                                12/31/2003   $  405,545     12/31/2004
            127       Yes         Fee Simple         No                                12/31/2003   $  233,514     12/31/2004
   20       128       Yes         Fee Simple         No                                12/31/2003   $  583,006     12/31/2004
            129       Yes          Leasehold        Yes     $372,000     5/31/2065     12/31/2003   $  622,088     12/31/2004
            130       Yes         Fee Simple         No                                12/31/2003   $  366,830
   16       131       Yes         Fee Simple         No                                             $        0
            132       Yes         Fee Simple         No                                12/31/2003   $  688,750     12/31/2004
            133       Yes          Leasehold        Yes     $ 53,917     10/1/2018     12/31/2003   $  -60,399     12/31/2004
   12       134       Yes         Fee Simple         No                                12/31/2003   $  860,698     12/31/2004
            135       Yes         Fee Simple         No                                12/31/2003   $  533,224     12/31/2004
            136       Yes         Fee Simple        Yes                                12/31/2003   $  502,039     12/31/2004
            137       Yes         Fee Simple         No                                             $        0
            138       Yes         Fee Simple         No                                12/31/2003   $  343,321     12/31/2004
   12       139       Yes         Fee Simple         No                                12/31/2003   $  255,722     12/31/2004
            140       Yes         Fee Simple         No                                12/31/2003   $  432,018     12/31/2004
   12       141       Yes         Fee Simple         No                                             $        0     12/31/2004
   21       142       Yes         Fee Simple         No                                12/31/2003   $  716,477     12/31/2004
            143       Yes         Fee Simple         No                                12/31/2003   $  340,844     12/31/2004
            144       Yes         Fee Simple         No                                12/31/2003   $  347,336     12/31/2004
            145       Yes         Fee Simple         No                                             $        0     12/31/2004
            146       Yes         Fee Simple         No                                             $        0
            147       Yes         Fee Simple         No                                12/31/2003   $1,994,238     12/31/2004
            148       Yes         Fee Simple         No                                12/31/2003   $  158,618     12/31/2004
            149       Yes         Fee Simple         No                                12/31/2003   $  449,225     12/31/2004
            150       Yes         Fee Simple         No                                             $        0
            151       Yes         Fee Simple         No                                             $        0
            152       Yes         Fee Simple         No                                12/31/2003   $  186,226     12/31/2004
   12       153       Yes         Fee Simple         No                                12/31/2003   $  422,084     12/31/2004
            154       Yes         Fee Simple         No                                12/31/2003   $  372,855     12/31/2004
    9       155       Yes         Fee Simple         No                                             $        0
            156       Yes         Fee Simple         No                                12/31/2003   $  479,588     12/31/2004
            157       Yes         Fee Simple         No                                             $        0
            158       Yes         Fee Simple         No                                12/31/2003   $  378,419     12/31/2004
            159       Yes         Fee Simple         No                                             $        0     12/31/2004
            160       Yes         Fee Simple         No                                             $        0
            161       Yes         Fee Simple         No                                             $        0
            162       Yes         Fee Simple         No                                             $        0
            163       Yes         Fee Simple         No                                12/31/2003   $  199,789     12/31/2004
            164       Yes          Leasehold        Yes     $104,762     1/31/2074                  $        0     12/31/2004
            165       Yes         Fee Simple         No                                12/31/2003   $  318,587     12/31/2004


                                                    PARTIAL
          CONTROL               PARTIAL YEAR DATE  YEAR # OF   PARTIAL YEAR   PARTIAL YEAR  UNDERWRITTEN  UNDERWRITTEN  UNDERWRITTEN
FOOTNOTE   NUMBER    2004 NOI     (IF PAST 2004)     MONTHS     DESCRIPTION        NOI         REVENUE      EXPENSES         NOI
------------------------------------------------------------------------------------------------------------------------------------

             97    $        0          NAV            NAV                          NAV        $  814,017    $   16,352    $  797,665
           97.01   $        0          NAV            NAV                          NAV        $  250,677    $    5,014    $  245,663
           97.02   $        0          NAV            NAV                          NAV        $  205,636    $    4,113    $  201,523
           97.03   $        0          NAV            NAV                          NAV        $  174,655    $    3,564    $  171,091
           97.04   $        0          NAV            NAV                          NAV        $  183,049    $    3,661    $  179,388
             98    $1,394,326       6/30/2005          12      Trailing 12      $1,390,507    $1,748,431    $  717,007    $1,031,425
             99    $  705,545       5/31/2005          12      Trailing 12       $695,805     $1,349,803    $  607,918    $  741,885
            100    $        0          NAV            NAV                          NAV        $1,160,581    $  337,826    $  822,755
            101    $  361,439        5/1/2005          12      Trailing 12       $381,506     $1,572,839    $  652,659    $  920,180
            102    $  744,511        6/1/2005          6        Annualized       $915,792     $1,212,867    $  467,309    $  745,558
            103    $  550,328       5/31/2005          12      Trailing 12       $702,418     $  960,687    $  156,229    $  804,459
            104    $1,037,027       6/30/2005          6        Annualized      $1,128,857    $1,235,966    $  243,163    $  992,803
   12       105    $  823,467       3/31/2005          12      Trailing 12       $825,511     $1,573,454    $  697,383    $  876,072
            106    $  431,365       7/31/2005          12      Trailing 12       $278,164     $2,674,778    $1,356,992    $1,317,786
            107    $        0          NAP            NAP     Not Applicable       NAP        $  866,313    $  163,801    $  702,512
            108    $  573,164          NAV            NAV                          NAV        $1,206,475    $  458,745    $  747,730
            109    $  738,877       6/30/2005          12      Trailing 12       $684,860     $1,324,841    $  614,716    $  710,125
            110    $  421,099          NAP            NAP     Not Applicable       NAP        $1,065,326    $  344,181    $  721,145
            111    $  404,510          NAV            NAV                          NAV        $  834,550    $  246,107    $  588,443
  9, 16     112    $        0          NAP            NAP     Not Applicable       NAP        $  826,901    $  225,079    $  601,822
            113    $  575,532       4/30/2005          12      Trailing 12       $569,351     $  774,433    $  201,265    $  573,168
   17       114    $  699,241       6/30/2005          12      Trailing 12       $649,041     $1,109,452    $  404,005    $  705,447
            115    $        0          NAV            NAV                          NAV        $1,113,557    $  419,245    $  694,312
            116    $        0          NAP            NAP     Not Applicable       NAP        $  964,807    $  314,345    $  650,462
            117    $  332,522          NAV            NAV                          NAV        $  458,434    $   84,611    $  373,823
            118    $  136,622          NAV            NAV                          NAV        $  320,302    $   73,481    $  246,821
            119    $   31,260          NAV            NAV                          NAV        $1,134,984    $  413,582    $  721,402
   12       120    $  560,282          NAV            NAV                          NAV        $1,220,888    $  637,904    $  582,984
   12       121    $        0          NAV            NAV                          NAV        $  866,070    $  227,147    $  638,923
            122    $  660,525          NAV            NAV                          NAV        $  768,076    $  144,760    $  623,316
            123    $  505,393       6/30/2005          12      Trailing 12       $483,299     $  727,900    $  178,766    $  549,134
            124    $  451,800       5/31/2005          12      Trailing 12       $466,393     $  894,179    $  325,092    $  569,087
            125    $  486,122       4/30/2005          12      Trailing 12       $482,500     $  600,911    $  112,408    $  488,502
            126    $  443,524       6/30/2005          12      Trailing 12       $452,558     $  568,640    $  134,930    $  433,710
            127    $  323,391       6/30/2005          12      Trailing 12       $354,351     $  820,417    $  296,311    $  524,107
   20       128    $  359,149       7/31/2005          12      Trailing 12       $478,394     $  859,425    $  303,646    $  555,779
            129    $  817,754       6/30/2005          12      Trailing 12       $804,556     $1,644,897    $  921,926    $  722,971
            130    $        0          NAV            NAV                          NAV        $  620,781    $  179,068    $  441,713
   16       131    $        0          NAV            NAV                          NAV        $  952,641    $  450,278    $  502,363
            132    $  736,662          NAV            NAV                          NAV        $  970,132    $  215,726    $  754,406
            133    $  151,102       6/30/2005          12      Trailing 12       $341,392     $  941,230    $  401,074    $  540,156
   12       134    $  861,446       8/31/2005          12      Trailing 12       $826,292     $  669,697    $  223,179    $  446,518
            135    $  657,636          NAV            NAV                          NAV        $  820,540    $  229,196    $  591,344
            136    $  460,124       7/31/2005          12      Trailing 12       $421,042     $  981,642    $  492,531    $  489,111
            137    $        0          NAP            NAP     Not Applicable       NAP        $  564,138    $  134,767    $  429,371
            138    $  340,569       2/28/2005          12      Trailing 12       $345,406     $  728,641    $  295,945    $  432,696
   12       139    $  329,848       4/30/2005          4        Annualized       $477,670     $  806,472    $  314,752    $  491,720
            140    $  472,697       6/30/2005          6        Annualized       $490,601     $  505,762    $   82,056    $  423,705
   12       141    $  134,114       5/31/2005          12      Trailing 12       $195,229     $  592,483    $  208,978    $  383,505
   21       142    $  730,612          NAV            NAV                          NAV        $  800,370    $  100,056    $  700,314
            143    $  326,765       5/31/2005          12      Trailing 12       $331,931     $  527,634    $  176,685    $  350,949
            144    $  388,880       6/30/2005          6        Annualized       $390,001     $  514,641    $  137,683    $  376,958
            145    $  167,047          NAV            NAV                          NAV        $  492,076    $  111,170    $  380,906
            146    $        0       5/31/2005          12      Trailing 12       $258,853     $  534,698    $  156,317    $  378,382
            147    $1,954,982          NAV            NAV                          NAV        $1,238,384    $  213,351    $1,025,033
            148    $  324,938       3/31/2005          12      Trailing 12       $356,476     $1,157,877    $  622,116    $  535,761
            149    $  478,812       6/30/2005          6        Annualized       $488,463     $  847,346    $  365,219    $  482,127
            150    $        0          NAP            NAP     Not Applicable       NAP        $  650,221    $  112,880    $  537,341
            151    $        0          NAV            NAV                          NAV        $  508,821    $  106,952    $  401,869
            152    $  429,335       7/31/2005          12      Trailing 12       $434,135     $  490,028    $   88,496    $  401,531
   12       153    $  314,474       4/30/2005          12      Trailing 12       $386,853     $  503,172    $  106,216    $  396,956
            154    $  376,326       5/31/2005          12      Trailing 12       $390,163     $  530,589    $  156,713    $  373,876
    9       155    $        0          NAP            NAP     Not Applicable       NAP        $  365,933    $   68,796    $  297,137
            156    $  479,588       6/30/2005          12      Trailing 12       $479,588     $  467,631    $        0    $  467,631
            157    $        0          NAP            NAP     Not Applicable       NAP        $  432,646    $   91,250    $  341,397
            158    $  403,637       7/31/2005          12      Trailing 12       $415,014     $  530,406    $  160,918    $  369,489
            159    $  157,204       3/31/2005          12      Trailing 12       $266,726     $  570,690    $  170,553    $  400,137
            160    $        0          NAV            NAV                          NAV        $  361,810    $   74,892    $  286,918
            161    $        0          NAP            NAP     Not Applicable       NAP        $  453,929    $  106,101    $  347,828
            162    $        0       6/30/2005          6        Annualized       $112,762     $  438,437    $  131,064    $  307,372
            163    $  217,030          NAV            NAV                          NAV        $  390,864    $  112,863    $  278,001
            164    $  287,370          NAV            NAV                          NAV        $  688,687    $  320,245    $  368,442
            165    $  316,085          NAV            NAV                          NAV        $  620,530    $  268,047    $  352,483


                                 UNDERWRITTEN  UNDERWRITTEN  UNDERWRITTEN                UNDERWRITTEN  ONGOING RE   ONGOING
          CONTROL  UNDERWRITTEN   REPLACEMENT      TI/LC         OTHER     UNDERWRITTEN       NCF         TAX      INSURANCE
FOOTNOTE   NUMBER    NOI DSCR       RESERVE       RESERVE       RESERVE        NCF            DSCR       RESERVE    RESERVE
----------------------------------------------------------------------------------------------------------------------------

             97         1.26        $ 3,480        $  3,049     $      0    $  791,136          1.24     $     0     $    0
           97.01                    $ 1,146        $    714     $      0    $  243,803
           97.02                    $   723        $    725     $      0    $  200,075
           97.03                    $   805        $    804     $      0    $  169,482
           97.04                    $   806        $    806     $      0    $  177,776
             98         1.93        $20,265        $100,761     $      0    $  910,399          1.70     $12,374     $1,339
             99         1.64        $30,300        $      0     $      0    $  711,585          1.57     $18,291     $4,179
            100         1.36        $ 5,396        $ 58,635     $      0    $  758,724          1.26     $25,596     $  946
            101         1.69        $ 9,212        $ 64,693     $-20,000    $  866,275          1.59     $17,711     $2,149
            102         1.37        $10,994        $ 48,220     $      0    $  686,344          1.26     $10,154     $2,758
            103         1.49        $ 7,440        $ 34,150     $      0    $  762,869          1.41     $ 4,957     $  968
            104         1.88        $ 9,454        $ 38,558     $      0    $  944,792          1.79     $     0     $    0
   12       105         1.62        $60,250        $      0     $      0    $  815,822          1.51     $ 7,342     $5,591
            106         2.34        $90,500        $      0     $      0    $1,227,286          2.18     $20,907     $    0
            107         1.45        $ 5,538        $ 38,184     $      0    $  658,791          1.36     $ 2,425     $1,315
            108         1.71        $17,316        $ 86,204     $-50,000    $  694,210          1.58     $ 6,854     $1,338
            109         1.58        $10,679        $ 82,053     $      0    $  617,394          1.37     $ 8,826     $1,036
            110         1.58        $11,127        $ 74,189     $      0    $  635,829          1.39     $ 4,378     $  541
            111         1.26        $ 5,888        $ 29,689     $-27,500    $  580,366          1.24     $ 5,350     $1,251
  9, 16     112         1.36        $ 2,940        $ 22,082     $      0    $  576,800          1.30     $ 6,566     $  761
            113         1.24        $ 4,585        $ 15,900     $      0    $  552,683          1.19     $15,839     $2,429
   17       114         1.50        $ 8,821        $ 62,731     $      0    $  633,896          1.35     $ 5,871     $    0
            115         1.47        $ 6,434        $ 28,148     $      0    $  659,730          1.40     $ 4,175     $1,036
            116         1.49        $ 5,030        $ 18,644     $      0    $  626,787          1.44     $ 5,412     $1,164
            117         1.33        $ 1,631        $  8,361     $      0    $  363,831          1.27     $ 2,496     $  872
            118         1.33        $ 3,626        $ 16,027     $      0    $  227,169          1.27     $ 3,055     $  808
            119         1.58        $22,270        $      0     $      0    $  699,132          1.53     $ 5,896     $1,237
   12       120         1.36        $12,495        $      0     $      0    $  570,490          1.33     $13,422     $7,902
   12       121         1.52        $ 3,234        $ 19,326     $      0    $  616,363          1.46     $ 9,957     $  871
            122         1.53        $11,004        $ 34,520     $      0    $  577,791          1.42     $ 4,111     $1,269
            123         1.38        $15,001        $ 12,324     $      0    $  521,810          1.31     $ 7,393     $  465
            124         1.44        $34,000        $      0     $      0    $  535,087          1.35     $ 8,515     $1,132
            125         1.33        $ 2,448        $ 19,668     $      0    $  466,387          1.27     $ 3,209     $  977
            126         1.23        $ 3,213        $ 23,355     $      0    $  407,142          1.16     $ 6,046     $  893
            127         1.52        $10,075        $ 30,082     $      0    $  483,949          1.41     $ 4,979     $1,262
   20       128         1.64        $13,224        $ 54,897     $      0    $  487,658          1.44     $ 6,799     $  559
            129         2.10        $18,825        $ 61,386     $      0    $  642,760          1.86     $     0     $    0
            130         1.30        $ 4,857        $ 23,028     $      0    $  413,828          1.22     $ 3,331     $  464
   16       131         1.64        $20,378        $ 29,699     $      0    $  452,286          1.48     $ 8,533     $2,813
            132         2.21        $11,974        $ 51,522     $      0    $  690,910          2.03     $ 3,882     $1,387
            133         1.60        $20,491        $      0     $      0    $  519,665          1.54     $ 4,518     $1,115
   12       134         1.42        $ 2,610        $ 23,623     $      0    $  420,284          1.34     $ 3,989     $1,029
            135         1.65        $ 7,660        $ 39,279     $      0    $  544,405          1.52     $ 8,414     $  993
            136         1.94        $42,192        $      0     $      0    $  446,919          1.77     $ 5,852     $1,198
            137         1.33        $ 4,525        $ 22,310     $      0    $  402,536          1.25     $ 3,776     $1,131
            138         1.38        $ 7,400        $      0     $      0    $  425,296          1.35     $ 3,601     $2,677
   12       139         1.64        $13,953        $ 52,323     $      0    $  425,444          1.42     $ 4,446     $  449
            140         1.57        $ 5,520        $ 31,326     $      0    $  386,859          1.43     $ 2,427     $  204
   12       141         1.40        $ 2,436        $ 19,739     $      0    $  361,329          1.32     $ 6,059     $  654
   21       142         2.47        $ 7,829        $ 16,432     $      0    $  676,053          2.38     $     0     $  321
            143         1.21        $ 2,963        $  6,726     $      0    $  341,260          1.17     $ 2,129     $  602
            144         1.42        $ 3,073        $  9,232     $      0    $  364,653          1.37     $ 4,599     $1,617
            145         1.46        $ 3,412        $ 17,119     $      0    $  360,375          1.38     $ 5,087     $  652
            146         1.47        $ 3,327        $ 30,266     $      0    $  344,789          1.34     $ 4,414     $  254
            147         4.85        $33,574        $ 80,535     $      0    $  910,924          4.31     $     0     $    0
            148         1.94        $28,203        $ 77,133     $      0    $  430,424          1.56     $10,115     $1,380
            149         1.85        $ 6,963        $ 57,688     $      0    $  417,477          1.60     $11,047     $  326
            150         2.57        $ 2,673        $ 23,485     $      0    $  511,184          2.45     $ 4,825     $  735
            151         1.51        $ 4,314        $ 12,671     $      0    $  384,884          1.44     $ 3,390     $  823
            152         1.73        $16,884        $ 22,551     $      0    $  362,097          1.56     $ 1,365     $  673
   12       153         1.62        $ 8,888        $ 24,532     $      0    $  363,536          1.48     $ 2,471     $1,192
            154         1.50        $ 5,248        $ 24,530     $      0    $  344,098          1.38     $ 5,458     $  805
    9       155         1.24        $ 1,458        $  8,394     $      0    $  287,286          1.20     $   788     $  369
            156         2.13        $     0        $      0     $      0    $  467,631          2.13     $     0     $    0
            157         1.38        $ 3,569        $ 20,298     $      0    $  317,529          1.28     $   600     $1,102
            158         1.60        $14,332        $ 27,531     $      0    $  327,626          1.42     $ 3,051     $  896
            159         1.73        $ 5,480        $      0     $      0    $  394,657          1.70     $ 3,602     $1,095
            160         1.24        $ 2,403        $ 17,355     $ -9,696    $  276,856          1.19     $ 1,693     $    0
            161         1.56        $ 1,907        $ 11,048     $      0    $  334,873          1.50     $ 1,153     $  510
            162         1.37        $ 1,940        $  9,933     $      0    $  295,499          1.32     $ 1,055     $  402
            163         1.27        $ 5,250        $      0     $      0    $  272,751          1.24     $   865     $  834
            164         1.56        $ 7,579        $ 26,121     $      0    $  334,742          1.41     $ 3,959     $1,089
            165         1.63        $ 5,448        $      0     $      0    $  347,035          1.61     $ 4,606     $  183


                                                                  UPFRONT
                     UPFRONT      ONGOING     UPFRONT  ONGOING    DEFERRED
          CONTROL  REPLACEMENT  REPLACEMENT    TI/LC    TI/LC   MAINTENANCE
FOOTNOTE   NUMBER    RESERVE      RESERVE     RESERVE  RESERVE    RESERVE
--------------------------------------------------------------------------

             97       $      0       $  379  $      0  $    0   $        0
           97.01
           97.02
           97.03
           97.04
             98       $      0       $    0  $      0  $    0   $        0
             99       $  2,525       $2,525  $      0  $    0   $   17,313
            100       $      0       $    0  $      0  $    0   $        0
            101       $      0       $    0  $200,000  $3,838   $        0
            102       $    916       $  916  $  2,917  $2,917   $  128,998
            103       $    620       $  620  $      0  $    0   $        0
            104       $      0       $    0  $      0  $    0   $        0
   12       105       $  5,021       $5,021  $      0  $    0   $  236,443
            106       $200,000       $    0  $      0  $    0   $1,036,090
            107       $    461       $  461  $  2,750  $2,750   $        0
            108       $      0       $1,443  $500,000  $    0   $        0
            109       $    890       $  890  $200,000  $    0   $        0
            110       $    706       $  706  $  6,250  $6,250   $   70,000
            111       $      0       $  654  $275,000  $1,700   $        0
  9, 16     112       $    368       $  368  $  2,083  $2,083   $   19,400
            113       $  1,528       $  764  $ 10,530  $5,264   $   15,000
   17       114       $    735       $  735  $  5,228  $5,228   $        0
            115       $      0       $    0  $      0  $    0   $        0
            116       $    419       $  419  $  1,667  $1,667   $        0
            117       $      0       $  176  $      0  $  589   $        0
            118       $      0       $  332  $ 42,000  $  582   $        0
            119       $  1,883       $  942  $      0  $    0   $        0
   12       120       $ 28,875       $1,041  $750,000  $    0   $  121,125
   12       121       $      0       $  269  $115,000  $    0   $        0
            122       $    611       $  611  $200,000  $    0   $        0
            123       $  1,367       $1,367  $      0  $    0   $        0
            124       $ 68,000       $2,833  $      0  $    0   $        0
            125       $      0       $    0  $      0  $    0   $        0
            126       $  9,200       $  268  $  4,420  $2,210   $    1,800
            127       $    840       $  840  $      0  $    0   $        0
   20       128       $    787       $  787  $      0  $    0   $        0
            129       $      0       $    0  $      0  $    0   $  132,975
            130       $ 14,580       $    0  $  2,083  $    0   $        0
   16       131       $  1,208       $1,208  $      0  $    0   $        0
            132       $      0       $1,247  $      0  $4,000   $        0
            133       $  1,579       $  789  $      0  $    0   $        0
   12       134       $    290       $  290  $  3,750  $3,750   $        0
            135       $      0       $  638  $      0  $6,384   $        0
            136       $  3,516       $3,516  $      0  $    0   $        0
            137       $    378       $  378  $  1,042  $1,042   $        0
            138       $    617       $  617  $      0  $    0   $   25,956
   12       139       $      0       $    0  $ 66,000  $1,000   $   14,000
            140       $    460       $  460  $  5,000  $5,000   $        0
   12       141       $      0       $    0  $  1,667  $1,667   $        0
   21       142       $    435       $  435  $      0  $  666   $        0
            143       $      0       $  247  $      0  $  988   $   48,344
            144       $    256       $  256  $      0  $    0   $        0
            145       $    284       $  284  $      0  $    0   $   26,735
            146       $    277       $  277  $  2,545  $2,545   $        0
            147       $      0       $    0  $      0  $    0   $        0
            148       $  2,350       $2,350  $      0  $    0   $   15,625
            149       $    585       $  585  $  3,750  $3,750   $        0
            150       $    223       $  223  $ 18,167  $    0   $        0
            151       $      0       $  360  $      0  $1,250   $        0
            152       $  1,407       $1,407  $      0  $    0   $        0
   12       153       $      0       $  741  $      0  $4,667   $  250,000
            154       $    437       $  437  $  2,083  $2,083   $    5,625
    9       155       $    122       $  122  $    833  $  833   $        0
            156       $      0       $    0  $      0  $    0   $        0
            157       $    297       $  297  $  1,042  $1,042   $        0
            158       $  1,194       $1,194  $  4,808  $4,808   $        0
            159       $ 16,440       $    0  $      0  $    0   $        0
            160       $  2,403       $    0  $ 96,959  $    0   $        0
            161       $    159       $  159  $      0  $    0   $        0
            162       $    162       $  162  $    828  $  828   $        0
            163       $      0       $  438  $      0  $    0   $        0
            164       $      0       $  632  $      0  $2,500   $      938
            165       $      0       $    0  $      0  $    0   $        0


          CONTROL
FOOTNOTE   NUMBER                                                     BORROWER NAME
------------------------------------------------------------------------------------------------------------------------------

                   Pavilion NTB- Hwy 290, LLC; Pavilion NTB- Plano, LP; Pavilion NTB- North Richland Hills, LLC; Pavilion NTB-
             97    Cypress, LP
           97.01
           97.02
           97.03
           97.04
             98    Borel Estate Company, L.P.
             99    The Breakers II, Ltd.
            100    TCCMG, L.P.
            101    100 East, LLC
            102    Northwood Commons, LLC
            103    Chantilly Corners, L.L.C.
            104    Shoppes at Plainview, LLC
   12       105    WGRE, LLC, Hampcon, LLC, G Pine, LLC, and Bretwood Pinebrook, LLC
            106    Dinesh Maniar
            107    Vine Partners, LLC
            108    Brookwood Lake Park Drive, LLC
            109    Brand Village Property, LLC
            110    BSV Shawnee Road I, LLC
            111    Aspen Newfoundland LLC
  9, 16     112    Pointe Investment Partners, L.L.C.
            113    Upland Hills West, LLC
   17       114    Blue Bell West PC, LP
            115    Office Partners at Legacy, LP
            116    Coast Palm Desert, LLC
            117    Coast Retail Investments, Inc.
            118    San Camino Investments, Inc.
            119    CT Storage II - Fullerton, LLC

                   Cabot Cypress Creek Tower 1 LLC; Cabot Cypress Creek Tower 2 LLC; Cabot Cypress Creek Tower 3 LLC;
                   Cabot Cypress Creek Tower 4 LLC; Cabot Cypress Creek Tower 5 LLC; Cabot Cypress Creek Tower 6 LLC;
                   Cabot Cypress Creek Tower 7 LLC; Cabot Cypress Creek Tower 8 LLC; Cabot Cypress Creek Tower 9 LLC;
                   Cabot Cypress Creek Tower 10 LLC; Cabot Cypress Creek Tower 11 LLC; Cabot Cypress Creek Tower 12 LLC;
                   Cabot Cypress Creek Tower 13 LLC; Cabot Cypress Creek Tower 14 LLC; Cabot Cypress Creek Tower 15 LLC;
   12       120    Cabot Cypress Creek Tower 16 LLC; Cabot Cypress Creek Tower 17 LLC; Cabot Cypress Creek Tower 18 LLC

   12       121    Shops of Beverly SEC Investors, L.L.C.; Shops of Beverly MM, L.L.C.; Multiple Single-Member Delware LLC's
            122    South Point Park LLC
            123    Lexington Properties, LLC
            124    Lehman Village, Ltd.
            125    Alamo Oak Tree Plaza, Inc.
            126    Roosevelt Street Center LLC
            127    SVJ, LLC
   20       128    401 East Market Street, LLC
            129    Nickie Investments, Inc.
            130    67 Holly Hill Lane Associates, LLC
   16       131    Martin Servicing Co. LLC
            132    Zonolite Road Properties, L.L.C.
            133    CT Storage II - Escondido LLC
                   280 Second Los Altos, LLC, Blue Oak Properties, Inc., Kent Center Investors, A California Limited Partnership,
   12       134    Ersepke 280 McKinley, LLC
            135    2998 Stemmons Freeway Limited Partnership
            136    Palmer Apartments Realty, LLC
            137    Timber Harrisonville Properties, L.P.
            138    Sierra Springs Village Partnership
   12       139    Northwestern Plaza, LLC & Suburban Land & Office Development, LLC
            140    Pyramid Properties VI, LLP
                   LGV Lyons Tech II, LLC, Minor Lyons Tech II, LLC, Shavitz Holdings Lyons Tech II, LLC, Bourak Lyons Tech II,
   12       141    LLC, TSL Lyons Tech II, LLC and JDL Lyons Tech II, LLC
   21       142    Pacifica Kettner, L.P.
            143    LeMoore 99 LLC; BKAT 99 LLC
            144    Leviathan Land Group, Inc.
            145    Bagelmon, LLC
            146    1200 POC, L.L.C.
            147    Irvine East Investment Company, LLC
            148    Magnolia WG, L.P.
            149    Falcon Center Complex, LLC
            150    Ram WAMU TP PTC, LLC
            151    B&B Yulee Junction, LLC
            152    Medalist Properties 1, LLC

                   Gemini College Plaza H, LLC; Gemini College Plaza 1, LLC; Gemini College Plaza 2, LLC; Gemini College Plaza 3,
                   LLC; Gemini College Plaza 4, LLC; Gemini College Plaza 5, LLC; Gemini College Plaza 6, LLC; Gemini College
                   Plaza 7, LLC; Gemini College Plaza 8, LLC; Gemini College Plaza 9, LLC; Gemini College Plaza 10, LLC; Gemini
   12       153    College Plaza 11, LLC; Gemini College Plaza 12, LLC; Gemini College Plaza 13, LLC
            154    TRC Brecksville Investors, Ltd.
    9       155    Garden State Investments, LLC
            156    W-Murrieta, LLC
            157    Timber Norfolk Properties, L.P.
            158    H & L Ventures, LLC
            159    Spring Hill Storage, Inc.
            160    Quail North West Phase I, LLC
            161    Creighton Crossing One, LC
            162    Rocklin Pointe Partners LP
            163    Villa Cordova Associates, LLC
            164    DT Plaza Charlotte, LLC
            165    Mini U Storage Highlands Ranch LTD



          CONTROL
FOOTNOTE   NUMBER  RELATED SPONSOR
----------------------------------

             97
           97.01
           97.02
           97.03
           97.04
             98
             99
            100    R-015
            101
            102
            103
            104
   12       105
            106
            107    R-014
            108
            109
            110
            111
  9, 16     112
            113
   17       114    R-011
            115
            116
            117    R-019
            118    R-019
            119    R-016






   12       120

   12       121
            122
            123
            124
            125
            126
            127    R-014
   20       128
            129
            130
   16       131    R-017
            132
            133    R-016

   12       134
            135
            136    R-010
            137    R-018
            138
   12       139    R-010
            140    R-020

   12       141    R-013
   21       142
            143
            144
            145
            146
            147
            148    R-015
            149    R-017
            150
            151
            152




   12       153    R-012
            154
    9       155
            156
            157    R-018
            158
            159
            160
            161
            162
            163
            164
            165    R-005


1    The Open Period is inclusive of the Maturity Date

2    Container Store has an executed lease but is not yet in occupancy. They are
     expected to open in March 2006.

3    Ongoing reserve amounts for RE Tax, Insurance, TI/LC and Replacement
     Reserves are yet to be determined.

4    The Appraisal Value reflects an overall portfolio valuation which is
     greater than the sum of the individual property appraised values.

5    The Monthly Payment is a calculated average of the future principal and
     interest payments for the 12-month period beginning with the payment in
     October 2012 thru the payment in September 2013. The Annual Debt Service is
     the sum of the scheduled principal and interest for the same period. The
     Underwritten NOI DSCR and Underwritten NCF DSCR are based on the required
     amortization schedule and interest payments for the 12-month period
     beginning with the payment in October 2012 through the payment in September
     2013.

6    The Cut-off Date LTV and Underwritten NCF DSCR are based on the total
     $251,000,000 financing reduced by the $15,000,000 performance guarantee.

7    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 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.

8    The Scheduled Maturity Date LTV is calculated utilizing the stabilized
     appraised value.

9    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 excludes
     the cut-off date principal balance of any subordinate mortgage loan in that
     split loan structure.

10   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.

11   The Cut-off Date LTV and Maturity Date LTV are calculated net of
     $16,500,000 in reserves.

12   Borrowing entity utilizes a tenant-in-common structure

13   The pari passu companion loan is a future funding obligation of GCFP.
     Underwritten debt service coverage ratios and loan to appraised value
     ratios shown in this prospectus supplement are calculated as if the
     $9,400,000 advance was funded.

14   The 730 month Original Amortization term is approximate. Amortization for
     the loan is based on $20,000,000 interest only and $2,000,000 amortizing on
     a 360 month schedule. See Annex A-3 for actual amortization schedule.

15   The Monthly Payment is a calculated average of the future principal and
     interest payments for the 12-month period beginning with the payment in
     November 2005 thru the payment in October 2006. The Annual Debt Service is
     the sum of the scheduled principal and interest for the same period. The
     Underwritten NOI DSCR and Underwritten NCF DSCR are based on the required
     amortization schedule and interest payments for the 12-month period
     beginning with the payment in November 2005 through the payment in October
     2006.

16   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 as applicable.

17   All reserves are estimated and final reserve amounts will be determined at
     loan closing.

18   Prior to October 21, 2005, the ground lessor is required to convey its fee
     interest to the borrower in exchange for a limited partnership interest in
     the borrower. If the conveyance does not take place on or prior to such
     date, the loan documents provide that the interest rate on the related
     mortgage loan will be increased by 0.05%

19   The mortgage loan is fully payable on its initial maturity date on August
     6, 2014 with an exit fee if the loan's extension option is not exercised or
     otherwise fully prepayable on its final maturity date on August 6, 2018
     without an exit fee. For purposes of all calculations, we have assumed the
     loan term through the final maturity date.

20   The Appraisal Value reflects the stabilized appraisal value with
     stabilization that is expected to occur in November 2005.

21   Property is leased by Alamo Rent-A-Car. The property size and largest
     tenant size shown include 15,981 sf of building space 36,212 sf of parking
     space.

22   Borrower is required to pay as rent, on or before June 1 and December 1 of
     each year of the term, a sum equal to the amount payable as principal and
     interest on the bonds issued by the ground lessor and purchased by
     Borrower. The bonds were issued on September 1, 2002 in the principal
     amount of $14,200,000 with a coupon of 6.5% and a maturity date of December
     31, 2012. See "Annex B - Structural and Collateral Term Sheet - Ten Largest
     Mortgage Loans - Schron Industrial Portfolio.





          CONTROL
FOOTNOTE   NUMBER       SELLER                                 PROPERTY NAME
-------------------------------------------------------------------------------------------------------------------------

            166          GCFP        Barrett Market Center
            167          GCFP        Victorville
            168          GSMC        Battleground Eckerds Store
   16       169          GSMC        Addison Village
            170          GCFP        2300 and 2320 South Carson Street
            171          GSMC        Pyramid Properties II
            172          GSMC        5175 East Pacific Coast Highway
            173          GCFP        3330 Central Street
            174          GCFP        14355 Beach Boulevard


          CONTROL
FOOTNOTE   NUMBER                                 STREET ADDRESS                                        CITY
---------------------------------------------------------------------------------------------------------------------------

            166    955 Ernest W Barrett Parkway                                                    Kennesaw
            167    14598 7th Street                                                                Victorville
            168    4100 Battleground Avenue                                                        Greensboro
   16       169    1001 Hebron Avenue                                                              Glastonbury
            170    2300 and 2320 South Carson Street                                               Carson City
            171    4780-4806 North Orange Blossom Trail                                            Orlando
            172    5175 East Pacific Coast Highway                                                 Long Beach
            173    3330 Central Street                                                             Evanston
            174    14355 Beach Boulevard                                                           Jacksonville


          CONTROL
FOOTNOTE   NUMBER    STATE                COUNTY         ZIP CODE    PROPERTY TYPE        PROPERTY TYPE DETAIL
---------------------------------------------------------------------------------------------------------------------

            166    Georgia         Cobb                    30144   Retail            Unanchored
            167    California      San Bernardino          92392   Retail            Anchored
            168    North Carolina  Guilford                27410   Retail            Anchored
   16       169    Connecticut     Hartford                06033   Retail            Unanchored
            170    Nevada          Carson City             89701   Retail            Unanchored
            171    Florida         Orange                  32810   Office            General Suburban
            172    California      Los Angeles             90804   Office            Medical
            173    Illinois        Cook                    60201   Retail            Unanchored
            174    Florida         Duval                   32250   Retail            Unanchored


          CONTROL
FOOTNOTE   NUMBER     YEAR BUILT     YEAR RENOVATED   NUMBER OF UNITS  UNIT DESCRIPTION  LOAN PER UNIT  ORIGINAL BALANCE
--------------------------------------------------------------------------------------------------------------------------

            166          1996                                  17,266  sf                  $    184.45      $  3,200,000
            167          1968             2002                 47,720  sf                  $     64.96      $  3,100,000
            168          2005              NAP                 13,824  sf                  $    221.02      $  3,065,000
   16       169          2005              NAP                 12,923  sf                  $    191.91      $  2,480,000
            170          2004             2005                 11,087  sf                  $    215.82      $  2,400,000
            171          1982             2004                 26,120  sf                  $     85.85      $  2,250,000
            172          1966              NAP                 20,252  sf                  $     95.79      $  1,940,000
            173          2005                                   3,252  sf                  $    586.10      $  1,906,000
            174          1995             2004                  3,346  sf                  $    446.94      $  1,500,000


                     CUT-OFF DATE
                    BALANCE AS OF    ALLOCATED CUT-
          CONTROL      NOVEMBER     OFF DATE BALANCE  % OF INITIAL  INTEREST  ADMINISTRATIVE     MONTHLY         ANNUAL
FOOTNOTE   NUMBER       2005        (MULTI-PROPERTY)  POOL BALANCE    RATE          FEE          PAYMENT      DEBT SERVICE
---------------------------------------------------------------------------------------------------------------------------

            166    $  3,184,779.31   $  3,184,779.31      0.1%       5.7800%      0.0204%        $18,735.36  $   224,824.32
            167    $  3,100,000.00   $  3,100,000.00      0.1%       5.9000%      0.0204%        $18,387.23  $   220,646.76
            168    $  3,055,410.27   $  3,055,410.27      0.1%       5.3000%      0.0804%        $17,020.09  $   204,241.08
   16       169    $  2,480,000.00   $  2,480,000.00      0.1%       5.4400%      0.0204%        $13,987.95  $   167,855.40
            170    $  2,392,786.58   $  2,392,786.58      0.1%       5.4800%      0.0204%        $13,596.84  $   163,162.08
            171    $  2,242,335.43   $  2,242,335.43      0.1%       4.9100%      0.0204%        $11,955.03  $   143,460.36
            172    $  1,940,000.00   $  1,940,000.00      0.0%       5.4200%      0.0204%        $10,917.93  $   131,015.16
            173    $  1,906,000.00   $  1,906,000.00      0.0%       5.3000%      0.0204%        $10,584.11  $   127,009.32
            174    $  1,495,461.13   $  1,495,461.13      0.0%       5.4500%      0.0204%        $ 8,469.84  $   101,638.08


                                     INTEREST                 FIRST     LAST IO   FIRST P&I
          CONTROL                     ACCRUAL                PAYMENT    PAYMENT    PAYMENT   PAYMENT
FOOTNOTE   NUMBER  BALLOON BALANCE    METHOD     NOTE DATE     DATE      DATE        DATE      DAY
----------------------------------------------------------------------------------------------------

            166    $  2,695,974.39  Actual/360   5/20/2005   7/6/2005              7/6/2005     6
            167    $  2,620,717.63  Actual/360   10/7/2005  12/6/2005             12/6/2005     6
            168    $  2,544,172.71  Actual/360   7/20/2005   9/1/2005              9/1/2005     1
   16       169    $  2,067,424.65  Actual/360   10/6/2005  12/6/2005             12/6/2005     6
            170    $  2,003,456.78  Actual/360   7/18/2005   9/6/2005              9/6/2005     6
            171    $  1,844,275.48  Actual/360   7/8/2005    9/6/2005              9/6/2005     6
            172    $  1,657,412.31  Actual/360   9/14/2005  11/6/2005  10/6/2006  11/6/2006     6
            173    $  1,661,565.94  Actual/360   8/30/2005  10/6/2005   9/6/2007  10/6/2007     6
            174    $  1,250,991.65  Actual/360   7/11/2005   9/6/2005              9/6/2005     6


                                                                                                                   GRACE
          CONTROL                                                                                                  DAYS -
FOOTNOTE   NUMBER                                       GRACE DAYS - LATE FEE                                     DEFAULT
-------------------------------------------------------------------------------------------------------------------------

            166                                                  0                                                   0
            167                                                  0                                                   0
            168                                                  15                                                  5
   16       169                                                  0                                                   0
            170                                                  0                                                   0
            171                                                  0                                                   0
            172                                                  0                                                   0
            173                                                  0                                                   0
            174                                                  0                                                   0


                                                    ORIGINAL  REMAINING  ORIGINAL  REMAINING    ORIGINAL      REMAINING
          CONTROL    LOAN TYPE (IO, AMORTIZING,     INTEREST   INTEREST    LOAN       LOAN    AMORTIZATION  AMORTIZATION
FOOTNOTE   NUMBER           IO AMORTIZING)         ONLY TERM  ONLY TERM    TERM       TERM        TERM          TERM
------------------------------------------------------------------------------------------------------------------------

            166              Amortizing                0          0         120       115          360           355
            167              Amortizing                0          0         120       120          360           360
            168              Amortizing                0          0         120       117          360           357
   16       169              Amortizing                0          0         120       120          360           360
            170              Amortizing                0          0         120       117          360           357
            171              Amortizing                0          0         120       117          360           357
            172    Interest Only, Then Amortizing     12          11        120       119          360           360
            173    Interest Only, Then Amortizing     24          22        120       118          360           360
            174              Amortizing                0          0         120       117          360           357


                                               HYPER                              CROSS           CROSS
          CONTROL                            AMORTIZING              CASH     COLLATERALIZED  COLLATERALIZED
FOOTNOTE   NUMBER  SEASONING  MATURITY DATE     LOAN     LOCKBOX  MANAGEMENT       (Y/N)          GROUP
------------------------------------------------------------------------------------------------------------

            166        5         6/6/2015        No        NAP        NAP            No            NAP
            167        0        11/6/2015        No        Soft    In Place          No            NAP
            168        3         8/1/2015        No        Hard    In Place          No            NAP
   16       169        0        11/6/2015        No        NAP        NAP            No            NAP
            170        3         8/6/2015        No        NAP        NAP            No            NAP
            171        3         8/6/2015        No        NAP        NAP            No            NAP
            172        1        10/6/2015        No        NAP        NAP            No            NAP
            173        2         9/6/2015        No        NAP        NAP            No            NAP
            174        3         8/6/2015        No        NAP        NAP            No            NAP


          CONTROL                                                              MEZZ DEBT
FOOTNOTE   NUMBER          PREPAYMENT PROVISIONS (# OF PAYMENTS) (1)            BALANCE    B NOTE BALANCE  EARNOUT FLAG
-----------------------------------------------------------------------------------------------------------------------

            166    Lockout/29_Defeasance/87_0%/4                                                                No
            167    Lockout/24_Defeasance/92_0%/4                                                                No
            168    Lockout/27_Defeasance/89_0%/4                                                                No
   16       169    Lockout/24_Defeasance/92_0%/4                                                               Yes
            170    Lockout/59_> YM or 1%/57_0%/4                                                                No
            171    Lockout/27_Defeasance/89_0%/4                                                                No
            172    Lockout/25_Defeasance/91_0%/4                                                                No
            173    Lockout/26_Defeasance/90_0%/4                                                                No
            174    Lockout/27_Defeasance/89_0%/4                                                                No


                                                                                      SCHEDULED
          CONTROL                   P & I AFTER   APPRAISAL     APPRAISAL    CUT-OFF   MATURITY                OCCUPANCY
FOOTNOTE   NUMBER  EARNOUT AMOUNT     EARNOUT       DATE          VALUE     DATE LTV   DATE LTV  OCCUPANCY %  AS OF DATE
------------------------------------------------------------------------------------------------------------------------

            166       $         0  $        0.00   4/24/2005  $  4,250,000    74.9%     63.4%       100.0%     4/18/2005
            167       $         0  $        0.00   8/22/2005  $  4,400,000    70.5%     59.6%       100.0%      8/1/2005
            168       $         0  $        0.00   6/27/2005  $  4,425,000    69.0%     57.5%       100.0%     7/31/2005
   16       169       $    90,000  $   13,480.32    8/4/2005  $  3,100,000    77.1%     66.7%        88.4%     7/31/2005
            170       $         0  $        0.00    7/1/2005  $  3,850,000    62.2%     52.0%        88.3%     5/19/2005
            171       $         0  $        0.00   6/22/2005  $  3,000,000    74.7%     61.5%        87.4%      6/1/2005
            172       $         0  $        0.00   8/18/2005  $  2,600,000    74.6%     63.7%       100.0%      8/1/2005
            173       $         0  $        0.00   9/1/2005   $  2,400,000    79.4%     69.2%       100.0%     8/18/2005
            174       $         0  $        0.00   5/21/2005  $  2,000,000    74.8%     62.5%       100.0%      7/1/2005


                                                                                       LARGEST
                                                                            LARGEST    TENANT
          CONTROL                                                            TENANT     LEASE
FOOTNOTE   NUMBER          LARGEST TENANT (BASED ON SQUARE FOOTAGE)         SQ. FT.  EXPIRATION
-----------------------------------------------------------------------------------------------

            166    Mattress Firm                                              5,800   6/30/2006
            167    Ross Dress For Less-DD's Discounts                        25,720   1/31/2015
            168    Eckerds                                                   13,824   6/1/2025
   16       169    Thistle Needleworks, Inc.                                  4,000   8/31/2015
            170    Starbucks Corporation                                      1,500   6/15/2015
            171    El Nuevo Dia                                               9,920   6/1/2010
            172    William J. Worden, DDS                                     2,517   5/31/2009
            173    Starbucks Corporation                                      1,575  12/31/2014
            174    Qdoba Mexican Grill                                        1,886  10/27/2014


                                                                              SECOND
                                                                             LARGEST  SECOND LARGEST
          CONTROL                                                             TENANT   TENANT LEASE
FOOTNOTE   NUMBER                   SECOND LARGEST TENANT                    SQ. FT.    EXPIRATION
----------------------------------------------------------------------------------------------------

            166    Norwalk Furniture                                           5,788     5/31/2006
            167    Grocery Outlet                                             22,000     5/31/2009
            168    NAP                                                            --        NAP
   16       169    Rockville Bank                                              2,608     6/30/2015
            170    Keva Juice                                                  1,375     9/30/2010
            171    Medero Medical                                              6,480     6/30/2010
            172    Dr. William McKibben                                        2,326    10/31/2012
            173    US Cellular                                                   908     2/28/2010
            174    Starbucks Corporation                                       1,460     2/28/2015


                                                              THIRD
                                                             LARGEST
          CONTROL                                             TENANT
FOOTNOTE   NUMBER              THIRD LARGEST TENANT          SQ. FT.
--------------------------------------------------------------------

            166    Rooms To Go Kids                            5,678
            167    NAP                                            --
            168    NAP                                            --
   16       169     Tribeca Development Group                  2,167
            170    FastSigns                                   1,300
            171    American Theraputic                         3,240
            172    American Dental Health                      2,220
            173    Bank of America, NA                           769
            174    NAP                                            --


1    The Open Period is inclusive of the Maturity Date

2    Container Store has an executed lease but is not yet in occupancy. They are
     expected to open in March 2006.

3    Ongoing reserve amounts for RE Tax, Insurance, TI/LC and Replacement
     Reserves are yet to be determined.

4    The Appraisal Value reflects an overall portfolio valuation which is
     greater than the sum of the individual property appraised values.

5    The Monthly Payment is a calculated average of the future principal and
     interest payments for the 12-month period beginning with the payment in
     October 2012 thru the payment in September 2013. The Annual Debt Service is
     the sum of the scheduled principal and interest for the same period. The
     Underwritten NOI DSCR and Underwritten NCF DSCR are based on the required
     amortization schedule and interest payments for the 12-month period
     beginning with the payment in October 2012 through the payment in September
     2013.

6    The Cut-off Date LTV and Underwritten NCF DSCR are based on the total
     $251,000,000 financing reduced by the $15,000,000 performance guarantee.

7    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 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.

8    The Scheduled Maturity Date LTV is calculated utilizing the stabilized
     appraised value.

9    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 excludes
     the cut-off date principal balance of any subordinate mortgage loan in that
     split loan structure.

10   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.

11   The Cut-off Date LTV and Maturity Date LTV are calculated net of
     $16,500,000 in reserves.

12   Borrowing entity utilizes a tenant-in-common structure

13   The pari passu companion loan is a future funding obligation of GCFP.
     Underwritten debt service coverage ratios and loan to appraised value
     ratios shown in this prospectus supplement are calculated as if the
     $9,400,000 advance was funded.

14   The 730 month Original Amortization term is approximate. Amortization for
     the loan is based on $20,000,000 interest only and $2,000,000 amortizing on
     a 360 month schedule. See Annex A-3 for actual amortization schedule.

15   The Monthly Payment is a calculated average of the future principal and
     interest payments for the 12-month period beginning with the payment in
     November 2005 thru the payment in October 2006. The Annual Debt Service is
     the sum of the scheduled principal and interest for the same period. The
     Underwritten NOI DSCR and Underwritten NCF DSCR are based on the required
     amortization schedule and interest payments for the 12-month period
     beginning with the payment in November 2005 through the payment in October
     2006.

16   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 as applicable.

17   All reserves are estimated and final reserve amounts will be determined at
     loan closing.

18   Prior to October 21, 2005, the ground lessor is required to convey its fee
     interest to the borrower in exchange for a limited partnership interest in
     the borrower. If the conveyance does not take place on or prior to such
     date, the loan documents provide that the interest rate on the related
     mortgage loan will be increased by 0.05%

19   The mortgage loan is fully payable on its initial maturity date on August
     6, 2014 with an exit fee if the loan's extension option is not exercised or
     otherwise fully prepayable on its final maturity date on August 6, 2018
     without an exit fee. For purposes of all calculations, we have assumed the
     loan term through the final maturity date.

20   The Appraisal Value reflects the stabilized appraisal value with
     stabilization that is expected to occur in November 2005.

21   Property is leased by Alamo Rent-A-Car. The property size and largest
     tenant size shown include 15,981 sf of building space 36,212 sf of parking
     space.

22   Borrower is required to pay as rent, on or before June 1 and December 1 of
     each year of the term, a sum equal to the amount payable as principal and
     interest on the bonds issued by the ground lessor and purchased by
     Borrower. The bonds were issued on September 1, 2002 in the principal
     amount of $14,200,000 with a coupon of 6.5% and a maturity date of December
     31, 2012. See "Annex B - Structural and Collateral Term Sheet - Ten Largest
     Mortgage Loans - Schron Industrial Portfolio.





                                                                                                                    TERRORISM
                   THIRD LARGEST                              PHASE II                    SEISMIC     EARTHQUAKE    INSURANCE
          CONTROL   TENANT LEASE  ENGINEERING                PERFORMED  PHASE II           REPORT      INSURANCE     REQUIRED
FOOTNOTE   NUMBER    EXPIRATION   REPORT DATE  PHASE I DATE    (Y/N)      DATE    PML %     DATE    REQUIRED (Y/N)    (Y/N)
-----------------------------------------------------------------------------------------------------------------------------

            166      2/28/2012      5/4/2005     5/4/2005        No                                       No           Yes
            167         NAP        8/24/2005     5/3/2005        No                 18   8/25/2005        No           Yes
            168         NAP         7/1/2005     7/11/2005       No                                       No           Yes
   16       169      8/31/2015     8/15/2005     8/9/2005        No                                       No           Yes
            170      5/31/2009     5/25/2005     5/25/2005       No                 14   5/25/2005        No           Yes
            171      5/31/2012     6/27/2005     6/30/2005       No                                       No           Yes
            172      7/31/2007     8/17/2005     9/6/2005        No                 18   8/17/2005        No           Yes
            173      3/14/2010     8/31/2005     8/23/2005       No                                       No           Yes
            174         NAP        5/19/2005     6/29/2005       No                                       No           Yes



                                             GROUND LEASE  GROUND LEASE
          CONTROL   OWNERSHIP  GROUND LEASE     PAYMENT     EXPIRATION    2003 NOI              2004 NOI
FOOTNOTE   NUMBER   INTEREST       (Y/N)       (ANNUAL)        DATE         DATE     2003 NOI     DATE     2004 NOI
--------  -------  ----------  ------------  ------------  ------------  ----------  --------  ----------  --------

            166    Fee Simple        No                                  12/31/2003  $284,508  12/31/2004  $342,441
            167    Fee Simple        No                                              $      0              $      0
            168    Fee Simple        No                                              $      0              $      0
   16       169    Fee Simple        No                                              $      0              $      0
            170    Fee Simple        No                                              $      0              $      0
            171    Fee Simple        No                                  12/31/2003  $ 25,949  12/31/2004  $ 94,528
            172    Leasehold        Yes         $32,664      7/31/2019               $      0  12/31/2004  $191,033
            173    Fee Simple        No                                              $      0              $      0
            174    Fee Simple        No                                              $      0              $      0



                                       PARTIAL
          CONTROL  PARTIAL YEAR DATE  YEAR # OF   PARTIAL YEAR    PARTIAL  UNDERWRITTEN  UNDERWRITTEN  UNDERWRITTEN  UNDERWRITTEN
FOOTNOTE   NUMBER   (IF PAST 2004)     MONTHS      DECRIPTION    YEAR NOI     REVENUE      EXPENSES         NOI        NOI DSCR
----------------------------------------------------------------------------------------------------------------------------------

            166           NAV            NAV                       NAV        $422,036     $ 88,331      $333,705        1.48
            167           NAV            NAV                       NAV        $422,475     $ 98,270      $324,205        1.47
            168           NAP            NAP     Not Applicable    NAP        $303,630     $  7,591      $296,040        1.45
   16       169           NAP            NAP     Not Applicable    NAP        $271,708     $ 56,788      $214,920        1.33
            170           NAV            NAV                       NAV        $273,881     $ 43,173      $230,708        1.41
            171        4/30/2005          4        Annualized    $137,402     $314,914     $ 70,973      $243,941        1.70
            172         8/1/2005          12      Trailing 12    $185,922     $356,573     $168,987      $187,586        1.43
            173           NAV            NAV                       NAV        $198,428     $ 42,083      $156,345        1.23
            174           NAV            NAV                       NAV        $166,788     $ 28,218      $138,570        1.36


                   UNDERWRITTEN                                                            ONGOING   ONGOING     UPFRONT
          CONTROL   REPLACEMENT   UNDERWRITTEN   UNDERWRITTEN  UNDERWRITTEN  UNDERWRITTEN   RE TAX  INSURANCE  REPLACEMENT
FOOTNOTE   NUMBER     RESERVE    TI/LC RESERVE  OTHER RESERVE      NCF         NCF DSCR    RESERVE   RESERVE     RESERVE
----------------------------------------------------------------------------------------------------------------------------

            166       $ 3,453       $10,424           $0         $319,828         1.42      $3,413     $342       $  576
            167       $ 7,158       $10,536           $0         $306,511         1.39      $    0     $  0       $    0
            168       $   415       $     0           $0         $295,625         1.45      $    0     $  0       $    0
   16       169       $ 1,292       $ 5,029           $0         $208,599         1.29      $1,738     $262       $  108
            170       $ 1,663       $10,421         -$953        $219,577         1.35      $1,250     $251       $1,663
            171       $ 8,881       $19,560           $0         $215,500         1.50      $1,964     $471       $  740
            172       $10,126       $15,031           $0         $162,429         1.24      $1,068     $177       $  844
            173       $   488       $     0           $0         $155,858         1.23      $1,977     $500       $    0
            174       $   502       $ 3,356           $0         $134,712         1.33      $1,304     $257       $  125


                                                    UPFRONT
                     ONGOING    UPFRONT  ONGOING   DEFERRED
          CONTROL  REPLACEMENT   TI/LC    TI/LC   MAINTENANCE           BORROWER             RELATED
FOOTNOTE   NUMBER    RESERVE    RESERVE  RESERVE    RESERVE               NAME               SPONSOR
----------------------------------------------------------------------------------------------------

            166       $  288    $     0   $    0    $ 4,481    Rivermont Apartments, L.L.C.
            167       $7,517    $     0   $3,139    $34,500    Foxwood Properties, LLC
            168       $    0    $     0   $    0    $25,000    Battleground, LLC
   16       169       $  108    $   417   $  417    $     0    Addison Road Developers, LLC   R-008
            170       $    0    $ 9,534   $    0    $     0    South Carson St., LLC
            171       $  740    $29,160   $3,500    $     0    Pyramid Properties II, LLP     R-020
            172       $  844    $     0   $    0    $50,125    5175 East P.C.H., L.P.
            173       $   54    $50,000   $    0    $     0    Central Street, LLC
            174       $   42    $     0   $  552    $     0    14355 Beach Blvd., LLC


1    The Open Period is inclusive of the Maturity Date

2    Container Store has an executed lease but is not yet in occupancy. They are
     expected to open in March 2006.

3    Ongoing reserve amounts for RE Tax, Insurance, TI/LC and Replacement
     Reserves are yet to be determined.

4    The Appraisal Value reflects an overall portfolio valuation which is
     greater than the sum of the individual property appraised values.

5    The Monthly Payment is a calculated average of the future principal and
     interest payments for the 12-month period beginning with the payment in
     October 2012 thru the payment in September 2013. The Annual Debt Service is
     the sum of the scheduled principal and interest for the same period. The
     Underwritten NOI DSCR and Underwritten NCF DSCR are based on the required
     amortization schedule and interest payments for the 12-month period
     beginning with the payment in October 2012 through the payment in September
     2013.

6    The Cut-off Date LTV and Underwritten NCF DSCR are based on the total
     $251,000,000 financing reduced by the $15,000,000 performance guarantee.

7    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 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.

8    The Scheduled Maturity Date LTV is calculated utilizing the stabilized
     appraised value.

9    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 excludes
     the cut-off date principal balance of any subordinate mortgage loan in that
     split loan structure.

10   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.

11   The Cut-off Date LTV and Maturity Date LTV are calculated net of
     $16,500,000 in reserves.

12   Borrowing entity utilizes a tenant-in-common structure

13   The pari passu companion loan is a future funding obligation of GCFP.
     Underwritten debt service coverage ratios and loan to appraised value
     ratios shown in this prospectus supplement are calculated as if the
     $9,400,000 advance was funded.

14   The 730 month Original Amortization term is approximate. Amortization for
     the loan is based on $20,000,000 interest only and $2,000,000 amortizing on
     a 360 month schedule. See Annex A-3 for actual amortization schedule.

15   The Monthly Payment is a calculated average of the future principal and
     interest payments for the 12-month period beginning with the payment in
     November 2005 thru the payment in October 2006. The Annual Debt Service is
     the sum of the scheduled principal and interest for the same period. The
     Underwritten NOI DSCR and Underwritten NCF DSCR are based on the required
     amortization schedule and interest payments for the 12-month period
     beginning with the payment in November 2005 through the payment in October
     2006.

16   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 as applicable.

17   All reserves are estimated and final reserve amounts will be determined at
     loan closing.

18   Prior to October 21, 2005, the ground lessor is required to convey its fee
     interest to the borrower in exchange for a limited partnership interest in
     the borrower. If the conveyance does not take place on or prior to such
     date, the loan documents provide that the interest rate on the related
     mortgage loan will be increased by 0.05%

19   The mortgage loan is fully payable on its initial maturity date on August
     6, 2014 with an exit fee if the loan's extension option is not exercised or
     otherwise fully prepayable on its final maturity date on August 6, 2018
     without an exit fee. For purposes of all calculations, we have assumed the
     loan term through the final maturity date.

20   The Appraisal Value reflects the stabilized appraisal value with
     stabilization that is expected to occur in November 2005.

21   Property is leased by Alamo Rent-A-Car. The property size and largest
     tenant size shown include 15,981 sf of building space 36,212 sf of parking
     space.

22   Borrower is required to pay as rent, on or before June 1 and December 1 of
     each year of the term, a sum equal to the amount payable as principal and
     interest on the bonds issued by the ground lessor and purchased by
     Borrower. The bonds were issued on September 1, 2002 in the principal
     amount of $14,200,000 with a coupon of 6.5% and a maturity date of December
     31, 2012. See "Annex B - Structural and Collateral Term Sheet - Ten Largest
     Mortgage Loans - Schron Industrial Portfolio.

                                    ANNEX A-2

                SCHRON INDUSTRIAL PORTFOLIO AMORTIZATION SCHEDULE



  PERIOD         DATE          PRINCIPAL            INTEREST            GROSS DEBT SERVICE            BALANCE
  ------      --------------  ------------      -----------------      --------------------        ----------------

    1           11/6/2005            0.00         1,503,715.28              1,503,715.28            317,500,000.00
    2           12/6/2005            0.00         1,455,208.33              1,455,208.33            317,500,000.00
    3            1/6/2006            0.00         1,503,715.28              1,503,715.28            317,500,000.00
    4            2/6/2006            0.00         1,503,715.28              1,503,715.28            317,500,000.00
    5            3/6/2006            0.00         1,358,194.44              1,358,194.44            317,500,000.00
    6            4/6/2006            0.00         1,503,715.28              1,503,715.28            317,500,000.00
    7            5/6/2006            0.00         1,455,208.33              1,455,208.33            317,500,000.00
    8            6/6/2006            0.00         1,503,715.28              1,503,715.28            317,500,000.00
    9            7/6/2006            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   10            8/6/2006            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   11            9/6/2006            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   12           10/6/2006            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   13           11/6/2006            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   14           12/6/2006            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   15            1/6/2007            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   16            2/6/2007            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   17            3/6/2007            0.00         1,358,194.44              1,358,194.44            317,500,000.00
   18            4/6/2007            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   19            5/6/2007            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   20            6/6/2007            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   21            7/6/2007            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   22            8/6/2007            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   23            9/6/2007            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   24           10/6/2007            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   25           11/6/2007            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   26           12/6/2007            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   27            1/6/2008            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   28            2/6/2008            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   29            3/6/2008            0.00         1,406,701.39              1,406,701.39            317,500,000.00
   30            4/6/2008            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   31            5/6/2008            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   32            6/6/2008            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   33            7/6/2008            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   34            8/6/2008            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   35            9/6/2008            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   36           10/6/2008            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   37           11/6/2008            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   38           12/6/2008            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   39            1/6/2009            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   40            2/6/2009            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   41            3/6/2009            0.00         1,358,194.44              1,358,194.44            317,500,000.00
   42            4/6/2009            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   43            5/6/2009            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   44            6/6/2009            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   45            7/6/2009            0.00         1,455,208.33              1,455,208.33            317,500,000.00



                                     A-2-1




  PERIOD         DATE          PRINCIPAL            INTEREST            GROSS DEBT SERVICE            BALANCE
  ------      --------------  ------------      -----------------      --------------------        ----------------

   46            8/6/2009            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   47            9/6/2009            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   48           10/6/2009            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   49           11/6/2009            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   50           12/6/2009            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   51            1/6/2010            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   52            2/6/2010            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   53            3/6/2010            0.00         1,358,194.44              1,358,194.44            317,500,000.00
   54            4/6/2010            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   55            5/6/2010            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   56            6/6/2010            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   57            7/6/2010            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   58            8/6/2010            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   59            9/6/2010            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   60           10/6/2010            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   61           11/6/2010            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   62           12/6/2010            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   63            1/6/2011            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   64            2/6/2011            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   65            3/6/2011            0.00         1,358,194.44              1,358,194.44            317,500,000.00
   66            4/6/2011            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   67            5/6/2011            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   68            6/6/2011            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   69            7/6/2011            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   70            8/6/2011            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   71            9/6/2011            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   72           10/6/2011            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   73           11/6/2011            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   74           12/6/2011            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   75            1/6/2012            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   76            2/6/2012            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   77            3/6/2012            0.00         1,406,701.39              1,406,701.39            317,500,000.00
   78            4/6/2012            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   79            5/6/2012            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   80            6/6/2012            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   81            7/6/2012            0.00         1,455,208.33              1,455,208.33            317,500,000.00
   82            8/6/2012            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   83            9/6/2012            0.00         1,503,715.28              1,503,715.28            317,500,000.00
   84           10/6/2012      330,861.27         1,455,208.33              1,786,069.60            317,169,138.73
   85           11/6/2012      281,702.34         1,502,148.28              1,783,850.62            316,887,436.39
   86           12/6/2012      333,801.57         1,452,400.75              1,786,202.32            316,553,634.82
   87            1/6/2013      284,755.24         1,499,233.19              1,783,988.43            316,268,879.57
   88            2/6/2013      286,167.62         1,497,884.55              1,784,052.18            315,982,711.95
   89            3/6/2013      439,258.72         1,351,703.82              1,790,962.54            315,543,453.23
   90            4/6/2013      289,765.74         1,494,448.85              1,784,214.59            315,253,687.49
   91            5/6/2013      341,643.57         1,444,912.73              1,786,556.30            314,912,043.92
   92            6/6/2013      292,897.53         1,491,458.43              1,784,355.96            314,619,146.39
   93            7/6/2013      344,689.36         1,442,004.42              1,786,693.79            314,274,457.03
   94            8/6/2013      296,059.96         1,488,438.75              1,784,498.71            313,978,397.06


                                     A-2-2




  PERIOD         DATE          PRINCIPAL            INTEREST            GROSS DEBT SERVICE            BALANCE
  ------      --------------  ------------      -----------------      --------------------        ----------------

   95            9/6/2013      297,528.42         1,487,036.57              1,784,564.99            313,680,868.64
   96           10/6/2013      349,193.10         1,437,703.98              1,786,897.08            313,331,675.54
   97           11/6/2013      300,736.16         1,483,973.63              1,784,709.79            313,030,939.38
   98           12/6/2013      352,312.76         1,434,725.14              1,787,037.90            312,678,626.62
   99            1/6/2014      303,975.28         1,480,880.72              1,784,856.00            312,374,651.33
  100            2/6/2014      305,483.00         1,479,441.06              1,784,924.06            312,069,168.34
  101            3/6/2014      456,791.40         1,334,962.55              1,791,753.95            311,612,376.94
  102            4/6/2014      309,263.88         1,475,830.84              1,785,094.72            311,303,113.06
  103            5/6/2014      360,606.33         1,426,805.93              1,787,412.27            310,942,506.73
  104            6/6/2014      312,586.44         1,472,658.26              1,785,244.70            310,629,920.29
  105            7/6/2014      363,837.65         1,423,720.47              1,787,558.12            310,266,082.64
  106            8/6/2014      315,941.50         1,469,454.64              1,785,396.14            309,950,141.15
  107            9/6/2014      317,508.57         1,467,958.31              1,785,466.88            309,632,632.58
  108           10/6/2014      368,624.63         1,419,149.57              1,787,774.20            309,264,007.94
  109           11/6/2014      320,911.79         1,464,708.70              1,785,620.49            308,943,096.15
  110           12/6/2014      371,934.40         1,415,989.19              1,787,923.59            308,571,161.75
  111            1/6/2015      324,348.31         1,461,427.31              1,785,775.61            308,246,813.44
  112            2/6/2015      325,957.07         1,459,891.16              1,785,848.23            307,920,856.37
  113            3/6/2015      475,375.83         1,317,217.00              1,792,592.83            307,445,480.54
  114            4/6/2015      329,931.68         1,456,095.96              1,786,027.64            307,115,548.86
  115            5/6/2015      380,706.64         1,407,612.93              1,788,319.57            306,734,842.22
  116            6/6/2015      333,456.45         1,452,730.29              1,786,186.74            306,401,385.77
  117            7/6/2015      384,134.62         1,404,339.68              1,788,474.31            306,017,251.15
  118            8/6/2015      337,015.71         1,449,331.70              1,786,347.41            305,680,235.44
  119            9/6/2015      338,687.30         1,447,735.56              1,786,422.86            305,341,548.14
  120           10/6/2015      389,221.84         1,399,482.10              1,788,703.94            304,952,326.30



                                      A-2-3














                      [THIS PAGE INTENTIOALLY LEFT BLANK.]




                                    ANNEX A-3

                  SUNSET RIDGE APARTMENTS AMORTIZATION SCHEDULE



  PERIOD         DATE           BALANCE            PRINCIPAL                 INTEREST              DEBT SERVICE
----------  -------------  ---------------  ------------------------    -------------------     -------------------

     0          7/6/2005      22,000,000
     1          8/6/2005      21,998,177            1,823.33                 106,657.22             108,480.55
     2          9/6/2005      21,996,344            1,832.17                 106,648.38             108,480.55
     3         10/6/2005      21,994,191            2,153.26                 103,199.52             105,352.78
     4         11/6/2005      21,992,340            1,851.49                 106,629.06             108,480.55
     5         12/6/2005      21,990,168            2,172.05                 103,180.73             105,352.78
     6          1/6/2006      21,988,297            1,871.00                 106,609.55             108,480.55
     7          2/6/2006      21,986,417            1,880.07                 106,600.48             108,480.55
     8          3/6/2006      21,983,595            2,821.14                  96,276.08              99,097.22
     9          4/6/2006      21,981,693            1,902.86                 106,577.69             108,480.55
    10          5/6/2006      21,979,471            2,222.00                 103,130.77             105,352.78
    11          6/6/2006      21,977,548            1,922.86                 106,557.69             108,480.55
    12          7/6/2006      21,975,306            2,241.45                 103,111.33             105,352.78
    13          8/6/2006      21,973,363            1,943.05                 106,537.51             108,480.55
    14          9/6/2006      21,971,411            1,952.47                 106,528.09             108,480.55
    15         10/6/2006      21,969,141            2,270.24                 103,082.54             105,352.78
    16         11/6/2006      21,967,168            1,972.94                 106,507.61             108,480.55
    17         12/6/2006      21,964,877            2,290.15                 103,062.63             105,352.78
    18          1/6/2007      21,962,884            1,993.61                 106,486.95             108,480.55
    19          2/6/2007      21,960,881            2,003.27                 106,477.28             108,480.55
    20          3/6/2007      21,957,948            2,932.96                  96,164.26              99,097.22
    21          4/6/2007      21,955,920            2,027.20                 106,453.35             108,480.55
    22          5/6/2007      21,953,578            2,342.92                 103,009.86             105,352.78
    23          6/6/2007      21,951,529            2,048.39                 106,432.16             108,480.55
    24          7/6/2007      21,949,166            2,363.52                 102,989.26             105,352.78
    25          8/6/2007      21,947,096            2,069.78                 106,410.77             108,480.55
    26          9/6/2007      21,945,016            2,079.81                 106,400.74             108,480.55
    27         10/6/2007      21,942,622            2,394.08                 102,958.70             105,352.78
    28         11/6/2007      21,940,520            2,101.50                 106,379.05             108,480.55
    29         12/6/2007      21,938,105            2,415.17                 102,937.61             105,352.78
    30          1/6/2008      21,935,982            2,123.40                 106,357.15             108,480.55
    31          2/6/2008      21,933,848            2,133.69                 106,346.86             108,480.55
    32          3/6/2008      21,931,099            2,748.90                  99,476.09             102,225.00
    33          4/6/2008      21,928,942            2,157.37                 106,323.19             108,480.55
    34          5/6/2008      21,926,472            2,469.49                 102,883.29             105,352.78
    35          6/6/2008      21,924,293            2,179.80                 106,300.76             108,480.55
    36          7/6/2008      21,921,801            2,491.30                 102,861.47             105,352.78
    37          8/6/2008      21,919,599            2,202.44                 106,278.11             108,480.55
    38          9/6/2008      21,917,386            2,213.12                 106,267.43             108,480.55
    39         10/6/2008      21,914,862            2,523.71                 102,829.07             105,352.78
    40         11/6/2008      21,912,626            2,236.08                 106,244.47             108,480.55
    41         12/6/2008      21,910,080            2,546.04                 102,806.74             105,352.78
    42          1/6/2009      21,907,821            2,259.27                 106,221.28             108,480.55
    43          2/6/2009      21,905,550            2,270.22                 106,210.33             108,480.55
    44          3/6/2009      21,902,375            3,175.25                  95,921.97              99,097.22


                                     A-3-1




  PERIOD         DATE           BALANCE            PRINCIPAL                 INTEREST              DEBT SERVICE
----------  -------------  ---------------  ------------------------    -------------------     -------------------

    45          4/6/2009      21,900,079            2,296.62                 106,183.93             108,480.55
    46          5/6/2009      21,897,474            2,604.91                 102,747.87             105,352.78
    47          6/6/2009      21,895,153            2,320.38                 106,160.17             108,480.55
    48          7/6/2009      21,892,525            2,628.02                 102,724.76             105,352.78
    49          8/6/2009      21,890,181            2,344.37                 106,136.18             108,480.55
    50          9/6/2009      21,887,825            2,355.74                 106,124.81             108,480.55
    51         10/6/2009      21,885,163            2,662.40                 102,690.38             105,352.78
    52         11/6/2009      21,882,783            2,380.07                 106,100.48             108,480.55
    53         12/6/2009      21,880,097            2,686.05                 102,666.72             105,352.78
    54          1/6/2010      21,877,692            2,404.63                 106,075.92             108,480.55
    55          2/6/2010      21,875,276            2,416.29                 106,064.27             108,480.55
    56          3/6/2010      21,871,968            3,307.82                  95,789.40              99,097.22
    57          4/6/2010      21,869,524            2,444.04                 106,036.52             108,480.55
    58          5/6/2010      21,866,776            2,748.26                 102,604.52             105,352.78
    59          6/6/2010      21,864,306            2,469.21                 106,011.34             108,480.55
    60          7/6/2010      21,861,534            2,772.74                 102,580.04             105,352.78
Balloon         7/6/2010               0       21,861,533.62                                     21,861,533.62









                                     A-3-2

                                     ANNEX B

                      STRUCTURAL AND COLLATERAL TERM SHEET





                                      B-1
















                     [THIS PAGE INTENTIONALLY LEFT BLANK.]




                                       GG5

                      Structural and Collateral Term Sheet
                          $4,091,653,000 (approximate)

                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.,
                                  AS DEPOSITOR

         COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-GG5

                   Greenwich Capital Financial Products, Inc.
                         Goldman Sachs Mortgage Company
                         Commerzbank AG, New York Branch
                              Mortgage Loan Sellers

                       Wachovia Bank, National Association
                                 Master Servicer

                               LNR Partners, Inc.
                                Special Servicer

                                October 11, 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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                        CREDIT SUISSE FIRST BOSTON
MORGAN STANLEY                                               WACHOVIA SECURITIES




GCCFC 2005-GG5

STRUCTURAL OVERVIEW
--------------------------------------------------------------------------------



                                              OFFERED CERTIFICATES

                                                          APPROX.
                                                           % OF                                  ASSUMED
                                              APPROX.     CUT-OFF    WEIGHTED                     FINAL
                               CERTIFICATE    CREDIT       DATE      AVERAGE     PRINCIPAL       PAYMENT
  CLASS       S&P    MOODY'S     BALANCE      SUPPORT     BALANCE    LIFE(1)     WINDOW(1)       DATE(1)     RATE TYPE
------------------------------------------------------------------------------------------------------------------------

   A-1        AAA     Aaa       $108,000,000   30.000%     2.451%     2.67     12/05 - 4/10        4/10         (5)
------------------------------------------------------------------------------------------------------------------------
   A-2        AAA     Aaa       $910,000,000   30.000%    20.656%     4.82     4/10 - 11/10       11/10         (5)
------------------------------------------------------------------------------------------------------------------------
   A-3        AAA     Aaa        $67,000,000   30.000%     1.521%     5.67     11/10 - 9/11        9/11         (5)
------------------------------------------------------------------------------------------------------------------------
   A-4        AAA     Aaa       $357,000,000   30.000%     8.103%     6.72      7/12 - 1/13        1/13         (5)
------------------------------------------------------------------------------------------------------------------------
   A-AB       AAA     Aaa       $144,000,000   30.000%     3.269%     7.65      9/11 - 2/15        2/15         (5)
------------------------------------------------------------------------------------------------------------------------
   A-5        AAA     Aaa     $1,497,884,000   30.000%    34.000%     9.73     2/15 - 10/15       10/15         (5)
------------------------------------------------------------------------------------------------------------------------
   A-M        AAA     Aaa       $440,555,000   20.000%    10.000%     9.94     10/15 - 10/15      10/15         (5)
------------------------------------------------------------------------------------------------------------------------
   A-J        AAA     Aaa       $308,388,000   13.000%     7.000%     9.94     10/15 - 10/15      10/15         (5)
------------------------------------------------------------------------------------------------------------------------
    B         AA      Aa2        $99,125,000   10.750%     2.250%     9.94     10/15 - 10/15      10/15         (5)
------------------------------------------------------------------------------------------------------------------------
    C         AA-     Aa3        $38,549,000    9.875%     0.875%     9.94     10/15 - 10/15      10/15         (5)
------------------------------------------------------------------------------------------------------------------------
    D          A       A2        $82,604,000    8.000%     1.875%     9.94     10/15 - 10/15      10/15         (5)
------------------------------------------------------------------------------------------------------------------------
    E         A-       A3        $38,548,000    7.125%     0.875%     9.94     10/15 - 10/15      10/15         (5)
========================================================================================================================




                                                      NON-OFFERED CERTIFICATES

                                                         APPROX.
                                                          % OF
                                              APPROX.    CUT-OFF    WEIGHTED
                              CERTIFICATE     CREDIT       DATE      AVERAGE     PRINCIPAL       ASSUMED FINAL
  CLASS     S&P    MOODY'S      BALANCE       SUPPORT    BALANCE     LIFE(1)     WINDOW(1)      PAYMENT DATE(1)   RATE TYPE
----------------------------------------------------------------------------------------------------------------------------

F(2)        BBB+    Baa1        $55,070,000    5.875%     1.250%      9.94      10/15 - 11/15         11/15          (5)
----------------------------------------------------------------------------------------------------------------------------
G(2)        BBB     Baa2        $44,055,000    4.875%     1.000%     10.02      11/15 - 11/15         11/15          (5)
----------------------------------------------------------------------------------------------------------------------------
H(2)        BBB-    Baa3        $49,563,000    3.750%     1.125%     10.02      11/15 - 11/15         11/15          (5)
----------------------------------------------------------------------------------------------------------------------------
J(2)        BB+      Ba1        $22,028,000    3.250%     0.500%     10.02      11/15 - 11/15         11/15          (5)
----------------------------------------------------------------------------------------------------------------------------
K(2)         BB      Ba2        $22,027,000    2.750%     0.500%     10.02      11/15 - 11/15         11/15          (5)
----------------------------------------------------------------------------------------------------------------------------
L(2)        BB-      Ba3        $22,028,000    2.250%     0.500%     10.02      11/15 - 11/15         11/15          (5)
----------------------------------------------------------------------------------------------------------------------------
M(2)         B+      B1          $5,507,000    2.125%     0.125%     10.02      11/15 - 11/15         11/15          (5)
----------------------------------------------------------------------------------------------------------------------------
N(2)         B       B2         $16,521,000    1.750%     0.375%     10.02      11/15 - 11/15         11/15          (5)
----------------------------------------------------------------------------------------------------------------------------
O(2)         B-      B3         $11,014,000    1.500%     0.250%     10.02      11/15 - 11/15         11/15          (5)
----------------------------------------------------------------------------------------------------------------------------
P(2)         NR      NR         $66,083,368    0.0005     1.500%     10.17      11/15 - 8/18          8/18           (5)
----------------------------------------------------------------------------------------------------------------------------
XP(2,3)     AAA      Aaa        $                N/A       N/A        N/A            N/A               N/A       Variable IO
----------------------------------------------------------------------------------------------------------------------------
XC(2,3)     AAA      Aaa     $4,405,549,368      N/A       N/A        N/A            N/A               N/A       Variable IO
----------------------------------------------------------------------------------------------------------------------------
XK(2,4)      NR      NR                 N/A      N/A       N/A        N/A            N/A               N/A           (4)
============================================================================================================================


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

(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)  The class XK certificates are entitled to receive exit fees, if any,
     received with respect to the Kalani Industrial loan.

(5)  For any payment date the pass-through rates on the class A-1, class A-2,
     class A-3, class A-4, class A-AB, class A-5, class A-M, 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 and amounts
     transferred into or out of the interest reserve account) as of their
     respective due dates in the month preceding the month in which the related
     payment 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-

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



GCCFC 2005-GG5

MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
--------------------------------------------------------------------------------

GENERAL CHARACTERISTICS(1)

                                                                    TOTAL POOL
                                                                  --------------
Initial mortgage pool balance.................................... $4,405,549,368
Number of mortgage loans.........................................            174
Number of mortgaged properties...................................            268
Percentage of investment grade shadow rated loans(2).............           2.7%
Percentage of pari passu loans...................................          12.6%
Weighted average underwritten debt-service-coverage ratio(3)(4)..          1.45x
Maximum underwritten debt-service-coverage ratio(3)(4)...........          4.31x
Minimum underwritten debt-service-coverage ratio(3)(4)...........          1.12x
Weighted average cut-off date loan-to-value ratio(3)(4)..........          72.8%
Maximum cut-off date loan-to-value ratio(3)(4)...................          83.0%
Minimum cut-off date loan-to-value ratio(3)(4)...................          28.8%
Average cut-off date principal balance...........................    $25,319,249
Maximum cut-off date principal balance...........................   $320,000,000
Minimum cut-off date principal balance...........................     $1,495,461
Weighted average mortgage interest rate..........................         5.395%
Maximum mortgage interest rate...................................         6.980%
Minimum mortgage interest rate...................................         4.730%
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)................................           9.0%

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

(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 mortgage loans in the trust secured by the Maryland
     Multifamily Portfolio properties, the JQH Hotel Portfolio B properties, the
     Shaner Hotel Portfolio properties, the Wells Fargo Center property, the San
     Francisco Centre property and the Centra Portfolio properties (representing
     4.5%, 2.5%, 1.9%, 1.7%, 1.4% and 0.6%, respectively, of the initial
     mortgage pool balance) but do not include the related pari passu mortgage
     loans that are outside the trust nor, with respect to these or any other
     mortgage loans in a split loan structure, any related subordinate note. If
     any of the mortgage loans is secured by multiple properties, a portion of
     the principal balance of that mortgage has been allocated to each of those
     properties as set forth in Annex A to the prospectus supplement. All
     percentages of initial mortgage pool balances herein are based on allocated
     loan amounts with respect to mortgage loans secured by multiple properties.

(2)  Represents the San Francisco Centre and Imperial Valley mortgage loans
     (representing 1.4% and 1.4%, respectively, of the initial mortgage pool
     balance).

(3)  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 outside the trust, and (y) excludes the cut-off date principal
     balance of any subordinate mortgage loan in that split loan structure. In
     the case of the mortgage loan secured by the Centra Portfolio properties,
     the pari passu A-2 note is a future funding obligation of GCFP.
     Underwritten debt-service-coverage ratios and loan-to-value ratios in this
     term sheet are calculated as if the $9,400,000 advance was funded.

(4)  With respect to the following mortgage loans, these calculations exclude
     earnouts, escrows or performance guarantees in the following amounts:
     Lynnhaven Mall -- $15,000,000, Doubletree--Bethesda, MD -- $16,500,000,
     Willowbrook Portfolio -- $1,000,000, Williamsburg Down -- $595,000, Grand
     Plaza -- $515,909, The Pointe Office/Retail Buildings -- $288,000, Martin
     Plaza Shopping Center -- $250,000, Addison Village -- $90,000.


                                 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                       68          $1,528,100,423           34.7%                1.42x             75.1%
Retail                       81           1,515,542,079           34.4                 1.53x             68.8%
Hospitality                  48             660,223,258           15.0                 1.49x             72.2%
Industrial                   46             377,575,118            8.6                 1.21x             78.5%
Multifamily                  16             259,899,968            5.9                 1.43x             76.3%
Self-Storage                  7              49,230,241            1.1                 1.33x             73.6%
Mobile Home Park              2              14,978,281            0.3                 1.36x             68.0%
                         ----------      ----------------     -------------       --------------   ----------------
                            268          $4,405,549,368          100.0%                1.45X             72.8%
                         ==========      ================     =============


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-

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


GCCFC 2005-GG5

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

California                     50              $801,653,414              18.2%           1.50x           68.1%
New York                        5               490,887,856              11.1            1.50x           71.4%
Virginia                       10               338,788,409               7.7            1.43x           67.2%
Texas                          21               313,727,880               7.1            1.42x           75.8%
Maryland                       13               262,958,164               6.0            1.48x           70.7%
Florida                        25               184,306,060               4.2            1.36x           74.4%
Illinois                        6               169,282,100               3.8            1.26x           78.0%
Massachusetts                   5               160,169,708               3.6            1.71x           73.7%
Washington                      2               130,500,000               3.0            1.49x           79.3%
Pennsylvania                   17               121,560,873               2.8            1.30x           76.0%
Other (1)                     114             1,431,714,906              32.5            1.42x           75.3%
                           ----------       -----------------       -------------      ---------     ------------
                              268            $4,405,549,368             100.0%           1.45X           72.8%
                           ==========       =================       =============


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

(1)  Includes 28 states, Washington, DC and Guam.


                         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                       7                         $14,852,059                   0.3%
       2,500,001 - 5,000,000                    39                         151,609,491                   3.4
       5,000,001 - 7,500,000                    21                         131,364,165                   3.0
       7,500,001 - 10,000,000                   28                         246,853,335                   5.6
       10,000,001 - 15,000,000                  23                         278,400,100                   6.3
       15,000,001 - 20,000,000                  10                         172,088,108                   3.9
       20,000,001 - 25,000,000                   5                         112,590,727                   2.6
       25,000,001 - 50,000,000                  20                         733,321,641                  16.6
       50,000,001 - 75,000,000                   7                         445,007,707                  10.1
       75,000,001 - 100,000,000                  5                         398,888,627                   9.1
       100,000,001 - 150,000,000                 4                         436,170,000                   9.9
       150,000,001 - 200,000,000                 2                         397,000,000                   9.0
       200,000,001 - 350,000,000                 3                         887,403,409                  20.1
                                     ------------------------       ---------------------      ---------------------
                                               174                      $4,405,549,368                 100.0%
                                     ========================       =====================      =====================


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

The average Cut-off Date principal balance is $25,319,249.


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]


GCCFC 2005-GG5

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 5.000                       19                    $668,449,145                     15.2%
       5.000 - 5.249                        46                   1,238,581,505                     28.1
       5.250 - 5.499                        58                   1,129,661,512                     25.6
       5.500 - 5.749                        26                     807,253,532                     18.3
       5.750 - 5.999                        12                     143,747,079                      3.3
       6.000 - 6.249                         5                     137,734,910                      3.1
       6.250 - 6.499                         3                      96,000,000                      2.2
       6.500 - 6.749                         3                     145,933,879                      3.3
       6.750 - 6.999                         2                      38,187,805                      0.9
                                 ------------------------      ----------------------      ---------------------
                                           174                  $4,405,549,368                     100.0%
                                 ========================      ======================      =====================


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

The weighted average Mortgage Rate is 5.395%.


                          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                        14                      $613,014,833                    13.9%
   1.20 - 1.2999                        37                       640,119,579                    14.5
   1.30 - 1.3999                        42                       842,882,825                    19.1
   1.40 - 1.4999                        33                       896,130,573                    20.3
   1.50 - 1.5999                        17                       320,646,096                     7.3
   1.60 - 1.6999                        13                       748,718,797                    17.0
   1.70 - 1.7999                         6                        51,004,001                     1.2
   1.80 - 1.8999                         2                        65,022,820                     1.5
   2.00 - 2.2499                         6                       155,963,713                     3.5
   2.25 - 2.4999                         3                        68,046,130                     1.5
   4.00 - 4.9999                         1                         4,000,000                     0.1
                             ------------------------      ----------------------      ---------------------
                                       174                    $4,405,549,368                   100.0%
                             ========================      ======================      =====================


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

The weighted average Debt-Service-Coverage Ratio is 1.45x.


                        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 55.01                        9                      $133,159,957                     3.0%
       55.01 - 60.00                         5                        50,673,406                     1.2
       60.01 - 65.00                        15                       488,053,471                    11.1
       65.01 - 70.00                        23                       785,767,818                    17.8
       70.01 - 75.00                        53                       741,717,669                    16.8
       75.01 - 80.00                        64                     2,001,196,904                    45.4
       80.01 - 85.00                         5                       204,980,145                     4.7
                                 ------------------------      ----------------------      ---------------------
                                           174                    $4,405,549,368                   100.0%
                                 ========================      ======================      =====================


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

The weighted average Cut-off Date LTV Ratio is 72.8%.


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]


GCCFC 2005-GG5

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

Interest Only, Then Amortizing                  94                    $2,189,361,884                      49.7%
Interest Only                                   20                     1,309,770,000                      29.7
Amortizing                                      59                       897,335,391                      20.4
Fully Amortizing                                 1                         9,082,093                       0.2
                                     ------------------------      -----------------------     ---------------------
                                               174                    $4,405,549,368                     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                      $918,971,609                    20.9%
              61 - 96                            8                       402,765,000                     9.1
             109 - 132                         144                     3,074,730,666                    69.8
             133 - 192                           1                         9,082,093                     0.2
                                     ------------------------      -----------------------     ---------------------
                                               174                    $4,405,549,368                   100.0%
                                     ========================      =======================     =====================


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

The weighted average original term to maturity is 104 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                            21                        $918,971,609                  20.9%
          61 - 96                            8                         402,765,000                   9.1
         109 - 130                         144                       3,074,730,666                  69.8
         131 - 190                           1                           9,082,093                   0.2
                                 ------------------------      ----------------------      ---------------------
                                           174                      $4,405,549,368                 100.0%
                                 ========================      ======================      =====================


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

The weighted average remaining term to maturity is 102 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                        20                    $1,309,770,000                     29.7%
         151 - 240                           1                         9,082,093                      0.2
         241 - 360                         152                     3,064,704,936                     69.6
         601 - 730                           1                        21,992,340                      0.5
                                 ------------------------      ----------------------      ---------------------
                                           174                    $4,405,549,368                    100.0%
                                 ========================      ======================      =====================


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

The weighted average original amortization term is 355 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]


GCCFC 2005-GG5

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                        20                    $1,309,770,000                    29.7%
             151 - 240                           1                         9,082,093                     0.2
             241 - 360                         152                     3,064,704,936                    69.6
             601 - 730                           1                        21,992,340                     0.5
                                     ------------------------      ----------------------      ---------------------
                                               174                    $4,405,549,368                   100.0%
                                     ========================      ======================      =====================


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

The weighted average remaining amortization term is 354 months.


                                    LOCKBOXES


                                                           AGGREGATE CUT-OFF DATE           % OF INITIAL
   LOCKBOX TYPE              NUMBER OF MORTGAGE LOANS       PRINCIPAL BALANCE ($)      MORTGAGE POOL BALANCE
 ----------------            ------------------------      ----------------------      ---------------------

       Hard                             49                    $2,938,210,514                    66.7%
       Soft                             13                      $455,924,600                    10.3%



                                  ESCROW TYPES



                                                                   AGGREGATE CUT-OFF DATE           % OF INITIAL
         ESCROW TYPE(1)              NUMBER OF MORTGAGE LOANS       PRINCIPAL BALANCE ($)      MORTGAGE POOL BALANCE
-------------------------------      ------------------------      ----------------------      ---------------------

TI/LC(2)                                        99                    $1,752,230,266                    51.2%
Real Estate Tax                                154                    $3,258,351,279                    74.0%
Insurance                                      144                    $2,680,124,321                    60.8%
Replacement Reserve                            141                    $2,680,720,483                    60.8%


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

(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.


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]


GCCFC 2005-GG5

MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
--------------------------------------------------------------------------------


                          PREPAYMENT PROVISION SUMMARY



                                               NUMBER OF MORTGAGE       AGGREGATE CUT-OFF DATE          % OF INITIAL
         PREPAYMENT TYPE                             LOANS               PRINCIPAL BALANCE ($)      MORTGAGE POOL BALANCE
--------------------------------------------   ------------------       ----------------------      ---------------------

Lockout/Defeasance                                     160                 $4,235,701,380                    96.1%
Lockout/Greater 1% or Yield Maintenance                 12                    130,047,988                     3.0
Lockout/Greater 1% or Yield Maintenance/Fee              1                     31,500,000                     0.7
Lockout/Declining Fee                                    1                      8,300,000                     0.2
                                               ------------------       ----------------------      ---------------------
                                                       174                 $4,405,549,368                   100.0%
                                               ==================       ======================      =====================



                        MORTGAGE POOL PREPAYMENT PROFILE



                                                                  % OF
                                                     % OF       REMAINING       % OF
                                  AGGREGATE       REMAINING     MORTGAGE     REMAINING
                     MONTHS       BEGINNING       MORTGAGE        POOL        MORTGAGE          % OF
                     SINCE        PRINCIPAL     POOL BALANCE    BALANCE -   POOL BALANCE     REMAINING
                    CUT-OFF       BALANCE(1)      -LOCKOUT/       YIELD     - PREPAYMENT   MORTGAGE POOL
      DATE            DATE       (MILLIONS)      DEFEASANCE    MAINTENANCE     PENALTY     BALANCE - OPEN   % TOTAL
-----------------   -------      -----------    ------------   -----------  ------------   --------------   -------

December 2005           1          $4,406          100.0%           0.0%         0.0%            0.0%         100%
December 2006          13          $4,391          100.0%           0.0%         0.0%            0.0%         100%
December 2007          25          $4,373           98.0%           2.0%         0.0%            0.0%         100%
December 2008          37          $4,346           96.5%           3.3%         0.2%            0.0%         100%
December 2009          49          $4,312           96.6%           2.5%         0.9%            0.0%         100%
December 2010          61          $3,387           97.8%           2.2%         0.0%            0.0%         100%
December 2011          73          $3,312           97.7%           2.3%         0.0%            0.0%         100%
December 2012          85          $2,933           97.0%           2.5%         0.0%            0.5%         100%
December 2013          97          $2,876           97.5%           2.5%         0.0%            0.0%         100%
December 2014         109          $2,830           97.1%           2.5%         0.0%            0.4%         100%
December 2015         121             $27            9.9%           0.0%         0.0%           90.1%         100%
December 2016         133              $2          100.0%           0.0%         0.0%            0.0%         100%
December 2017         145              $1          100.0%           0.0%         0.0%            0.0%         100%
December 2018         157              $0            0.0%           0.0%         0.0%            0.0%         100%


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

(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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]


GCCFC 2005-GG5

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
                                that date (whether or not received). The cut-off
                                date for each mortgage loan that pays in
                                November 2005 will be its payment date in
                                November 2005. The cut-off date for any other
                                mortgage loan will be November 6, 2005. All
                                percentages presented herein are approximate.

MORTGAGE POOL.................  The mortgage pool consists of 174 mortgage loans
                                with an aggregate cut-off date balance of
                                $4,405,549,368 subject to a variance of +/- 5%.
                                The mortgage loans are secured by 268 mortgaged
                                real properties located throughout 38 states,
                                Washington, D.C. and Guam.

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, Credit Suisse
                                First Boston LLC, Morgan Stanley & Co.
                                Incorporated and Wachovia Capital Markets, LLC
                                as Co-Managers

TRUSTEE.......................  LaSalle Bank National Association

FISCAL AGENT..................  ABN AMRO Bank N.V.

MASTER SERVICER...............  Wachovia Bank, National Association

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 San Francisco Centre loan and
                                certain other mortgage loans that have other
                                primary servicing arrangements in place).

SPECIAL SERVICER..............  LNR Partners, Inc.

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.

CLOSING DATE..................  On or about November 3, 2005

SETTLEMENT TERMS..............  Book-entry through DTC for all 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]


GCCFC 2005-GG5

TRANSACTION TERMS
--------------------------------------------------------------------------------

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. Generally, interest
                                will be distributed concurrently on each payment
                                date to the class A-1, class A-2, class A-3,
                                class A-4, class A-AB, class A-5, class XP and
                                class XC certificates pro rata. After the class
                                A-1, class A-2, class A-3, class A-4, class
                                A-AB, class A-5, class XP and class XC are paid
                                all amounts to which they are entitled, interest
                                will be distributed, to the extent of available
                                funds related to the entire mortgage pool, to
                                the class A-M through class P certificates in
                                sequential order of class designations.

PRINCIPAL DISTRIBUTIONS.......  Distributions of principal will be distributed
                                on each payment date, to the extent of available
                                funds, to the class A-AB certificates in
                                reduction of their certificate balance to the
                                planned certificate balance for such payment
                                date, then to the class A-1, class A-2, class
                                A-3, class A-4, class A-AB and class A-5
                                certificates, in that order, until the
                                certificate balance of each class has been
                                reduced to zero. After the class A-1, class A-2,
                                class A-3, class A-4, class A-AB and class A-5
                                certificates are paid all principal amounts to
                                which they are entitled, the remaining available
                                funds for the entire mortgage pool will be
                                distributed to the class A-M through class P
                                certificates sequentially until the certificate
                                balance of each class is reduced to zero. If,
                                due to losses, the certificate balances of the
                                class A-M 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-AB and class A-5 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, class A-J and class
                                A-M certificates, in that order, and then, pro
                                rata, to the class A-1, class A-2, class A-3,
                                class A-4, class A-AB and class A-5
                                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


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]


GCCFC 2005-GG5

TRANSACTION TERMS
--------------------------------------------------------------------------------

                                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 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.

                                The class XK certificates are entitled to
                                receive exit fees, if any, received with respect
                                to the Kalani Industrial loan.

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

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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]


GCCFC 2005-GG5

TRANSACTION TERMS
--------------------------------------------------------------------------------

                                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. In
                                addition, after the certificate balance of the
                                class A-1 through class E certificates has been
                                reduced to zero, the trust may also be
                                terminated, subject to the consent of the master
                                servicer (in its sole discretion), if all of the
                                remaining series 2005-GG5 certificates
                                (excluding class R-I and class R-II) are held by
                                a single certificateholder, that
                                certificateholder may exchange all of the then
                                outstanding series 2005-GG5 certificates
                                (excluding class R-I and class R-II) for the
                                mortgage loans remaining in the trust.

CONTROLLING CLASS.............  The holders of the most subordinate class of
                                series 2005-GG5 certificates then outstanding,
                                other than the class XP, class XC, class XK,
                                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 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 or replace the special servicer, 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-AB, class A-5, class A-M, 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]


GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - TEN LARGEST LOANS
--------------------------------------------------------------------------------



                                                        % OF
                                          CUT-OFF     INITIAL                                                 CUT-OFF
                           MORTGAGED       DATE       MORTGAGE                            LOAN                  DATE
                              REAL       PRINCIPAL      POOL      PROPERTY   PROPERTY  BALANCE PER               LTV
        LOAN NAME          PROPERTIES   BALANCE ($)    BALANCE      TYPE      SIZE(1)   SF/ROOM ($)    DSCR     RATIO
-------------------------  ---------- --------------  --------   ----------- --------- ------------    -----  -------

731 Lexington Avenue            1       $320,000,000     7.3     Retail        147,960     $2,163      1.61x    69.6%
Schron Industrial
  Portfolio                    36        317,500,000     7.2     Industrial  6,190,025        $51      1.16x    79.4%
Lynnhaven Mall                  1        249,903,409     5.7     Retail        776,371       $322      1.44x    63.6%
Maryland Multifamily
  Portfolio                     9        200,000,000     4.5     Multifamily     5,517    $61,628      1.39x    75.9%
JQH Hotel Portfolio A           8        197,000,000     4.5     Hospitality     1,799   $109,505      1.48x    77.0%
550 West Jackson Boulevard      1        110,400,000     2.5     Office        407,436       $271      1.19x    80.5%
Gateway at Lake Success         1        110,000,000     2.5     Office        671,794       $164      1.25x    78.6%
JQH Hotel Portfolio B           8        110,000,000     2.5     Hospitality     2,108   $114,326      1.48x    68.3%
1425 New York Avenue            1        105,770,000     2.4     Office        276,018       $383      1.61x    70.9%
Cross Point                     1         86,000,000     2.0     Office      1,234,504        $70      2.05x    72.6%
                           ---------- --------------  --------                                         -----  -------
                               67     $1,806,573,409    41.0%                                          1.43X    73.3%


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

(1)  Property size is shown in relation to (x) the square footage with respect
     to retail, industrial and office properties, (y) the number of housing
     units with respect to multifamily properties and (z) the number of rooms
     with respect to hospitality 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 731 LEXINGTON AVENUE
--------------------------------------------------------------------------------





                     [731 LEXINGTON AVENUE PICTURES 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 731 LEXINGTON AVENUE
--------------------------------------------------------------------------------





                       [731 LEXINGTON 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]


GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 731 LEXINGTON AVENUE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION

Number of Mortgaged Real Properties                                            1
Location (City/State)                                         New York, New York
Property Type                                                             Retail
Size(sf)                                                                 147,960
Percentage Occupancy as of June 23, 2005                                   94.3%
Year Built                                                                  2004
Appraisal Value                                                     $460,000,000
Underwritten Occupancy                                                     94.3%
Underwritten Revenues(1)                                             $34,894,206
Underwritten Total Expenses(1)                                        $8,802,059
Underwritten Net Operating Income (NOI)(1)                           $26,092,148
Underwritten Net Cash Flow (NCF)(1)                                  $25,765,882
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION

Originator                                                               Archon
Cut-off Date Principal Balance                                     $320,000,000
Cut-off Date Principal Balance PSF/Unit                               $2,162.75
Percentage of Initial Mortgage Pool Balance                                7.3%
Number of Mortgage Loans                                                      1
Type of Security                                             Fee Simple (Condo)
Mortgage Rate                                                           4.9325%
Original Term to Maturity (Months)                                          120
Original Amortization Term (Months)                               Interest Only
Cut-off Date LTV Ratio                                                    69.6%
LTV Ratio at Maturity                                                     69.6%
Underwritten DSCR on NOI                                                  1.63x
Underwritten DSCR on NCF                                                  1.61x
--------------------------------------------------------------------------------

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

(1)  The underwritten cash flow is calculated based on in-place rents plus
     present value of rent steps (approximately $4,200,000) and stabilizing the
     occupancy of the property (approximately $2,600,000).

o    THE LOAN. The mortgage loan (the "731 LEXINGTON AVENUE LOAN") is evidenced
     by a single note and is secured by a first mortgage encumbering Retail Unit
     1 at the condominium known as Beacon Court Condominium at 151 East 58th
     Street and 731 Lexington Avenue, New York, New York (the "731 LEXINGTON
     AVENUE PROPERTY"). The 731 Lexington Avenue Loan was originated on July 6,
     2005 by Archon Financial, L.P. and was subsequently purchased by Goldman
     Sachs Mortgage Company. The 731 Lexington Avenue Loan represents
     approximately 7.3% of the initial mortgage pool balance, had an original
     principal amount of $320,000,000, has a principal balance as of the cut-off
     date of $320,000,000 and an interest rate of 4.9325%. The proceeds from the
     731 Lexington Avenue Loan were used to refinance existing debt on the 731
     Lexington Avenue Property.

     The 731 Lexington Avenue Loan had an initial term of 120 months and has a
     remaining term of 117 months. The 731 Lexington Avenue Loan requires
     payments of interest only until the maturity date. The scheduled maturity
     date is the payment date in August 2015. Voluntary prepayment of the 731
     Lexington Avenue Loan is prohibited until the payment date in April 2015.
     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 of the entire 731 Lexington Avenue Loan.

o    THE PROPERTY. The 731 Lexington Avenue Property is a 147,960 sf retail
     condominium located between Lexington and Third Avenues, and 58th and 59th
     Streets in Midtown Manhattan, New York. The 731 Lexington Avenue Property
     consists of nine spaces on the first three levels of a newly constructed
     54-story mixed used building, which serves as the Bloomberg L.P.
     headquarters. The building also contains 105 luxury residential
     condominiums and approximately 200,000 sf of additional office space. Only
     part of the retail condominium portion of the building, known as Retail
     Unit 1, serves as collateral for the 731 Lexington Avenue Loan.

     The 731 Lexington Avenue Property was built in 2004. As of June 23, 2005,
     the 731 Lexington Avenue Property was approximately 94.3% leased, with no
     near-term expirations. The three largest tenants at the 731 Lexington
     Avenue Property are Home Depot (52.7% or 77,990 sf), Hennes & Mauritz (H&M)
     (17.9% or 26,526 sf) and The Container Store (17.3% or 25,650 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]

GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 731 LEXINGTON AVENUE
--------------------------------------------------------------------------------

     The following table presents certain information relating to the tenants at
the 731 Lexington Avenue Property:


      LARGEST RETAIL TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT(1)



                                                                              % OF TOTAL     ANNUALIZED
                                                               ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                        CREDIT RATING     TENANT              UNDERWRITTEN   UNDERWRITTEN    BASE RENT      LEASE
     TENANT NAME      (FITCH/MIS/S&P)(2)   NRSF    % OF NRSF    BASE RENT      BASE RENT    ($ PER NRSF)  EXPIRATION
--------------------- ------------------  -------  ---------  ------------   ------------   ------------  ----------

Home Depot                 AA/Aa3/AA       77,990     52.7%    $6,744,240          34.8%       $86.48      9/25/2024
H&M                        NR/NR/NR        26,526     17.9      4,947,138          25.6       $186.50     10/21/2019
Container Store (3)        NR/NR/NR        25,650     17.3      4,515,360          23.3       $176.04      3/1/2021
Wachovia                  AA-/Aa3/A+        5,142      3.5      1,542,550           8.0       $299.99      10/4/2019
Bank of America           AA-/Aa2/AA-       4,234      2.9      1,612,500           8.3       $380.85      6/21/2014
                                          -------  ---------  ------------   ------------   ------------
TOTAL LEASED                              139,542     94.3%    $19,361,788        100.0%      $138.75
Vacant Spaces                               8,418      5.7              0           0.0         $0.00
                                          -------  ---------  ------------   ------------   ------------
TOTAL/WTD. AVG.                           147,960    100.0%    $19,361,788        100.0%      $138.75
                                          =======  =========  ============   ============   ============


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

(1)  Calculated based on approximate sf occupied by each tenant.

(2)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

(3)  Tenant has executed a lease but is not yet in occupancy. Tenant is expected
     to open in March 2006.

     The following table presents certain information relating to the lease
     rollover schedule at the 731 Lexington Avenue Property:


                          LEASE EXPIRATION SCHEDULE (1)



                                                                                        % OF TOTAL     ANNUALIZED
                                                          CUMULATIVE    ANNUALIZED      ANNUALIZED    UNDERWRITTEN
                                EXPIRING        % OF          OF       UNDERWRITTEN    UNDERWRITTEN     BASE RENT
  YEAR ENDING DECEMBER 31,     OWNED NRSF    TOTAL NRSF   TOTAL NRSF     BASE RENT      BASE RENT     ($ PER NRSF)
----------------------------   ----------    ----------   ----------   ------------    ------------   ------------

2005                                 0          0.0%           0.0%             $0          0.0%          $0.00
2006                                 0          0.0            0.0%              0          0.0           $0.00
2007                                 0          0.0            0.0%              0          0.0           $0.00
2008                                 0          0.0            0.0%              0          0.0           $0.00
2009                                 0          0.0            0.0%              0          0.0           $0.00
2010                                 0          0.0            0.0%              0          0.0           $0.00
2011                                 0          0.0            0.0%              0          0.0           $0.00
2012                                 0          0.0            0.0%              0          0.0           $0.00
2013                                 0          0.0            0.0%              0          0.0           $0.00
2014                             4,234          2.9            2.9%      1,612,500          8.3         $380.85
2015 & Thereafter              135,308         91.4           94.3%     17,749,288         91.7         $131.18
Vacant                           8,418          5.7          100.0%              0          0.0           $0.00
                               ----------    ----------   ----------   ------------    ------------   ------------
TOTAL/WTD. AVG.                147,960        100.0%                   $19,361,788        100.0%        $138.75
                               ==========    ==========                ============    ============   ============


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

(1)  Calculated based on approximate sf occupied by each tenant.

o    THE BORROWER. The borrower is 731 Retail One LLC, a single-purpose,
     single-asset entity. Legal counsel to the borrower has delivered a
     non-consolidation opinion in connection with the origination of the 731
     Lexington Avenue Loan. The borrower is indirectly owned 100% by
     Alexander's, Inc., the sole member of 731 Commercial Holding LLC, the sole
     member of 731 Commercial LLC, the sole member of the borrower. Alexander's,
     Inc. has indemnified the lender (jointly and severally with the borrower)
     for the non-recourse carve-outs under the 731 Lexington Avenue Loan.
     Alexander's, Inc. owns six properties totaling approximately 2.6 million sf
     in the New York metropolitan area.

o    ESCROWS. At origination, Alexander's Inc. entered into a leasing costs and
     unfunded obligations guaranty in lieu of the $22,884,380 reserve
     requirement for unfunded obligations as will be reduced from time to time
     as the obligations are satisfied. The loan documents also provide that
     during a 731 Lexington Avenue Lockbox


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]

GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 731 LEXINGTON AVENUE
--------------------------------------------------------------------------------

     Period, the borrower is required to escrow monthly for real estate taxes,
     insurance, budgeted operating expenses (the greater of operating expenses
     as set forth in the annual budget or borrower's actual operating expenses,
     which cannot exceed 105% of the budgeted operating expenses during a 731
     Lexington Avenue Lockbox Period) and $15,659 for tenant improvements and
     leasing commissions and $3,132 for capital improvements. Furthermore, the
     borrower is required to escrow any additional amount required to cause the
     capital expenditures reserve to have an amount equal to the monthly
     budgeted capital expenditures as well as any amounts requested as emergency
     capital expenditures. A "731 LEXINGTON AVENUE LOCKBOX PERIOD" means any
     period that the net operating income of the 731 Lexington Avenue Property
     for the prior 12-month period is less than $16,830,000 as of the end of any
     calendar quarter until the net operating income of the 731 Lexington Avenue
     Property for the prior 12-month period is at least equal to $16,830,000 as
     of the end of two consecutive calendar quarters; provided that if the
     borrower delivers a letter of credit or guarantee in an amount that,
     together with net operating income would prevent the occurrence of a 731
     Lexington Avenue Lockbox Period, no 731 Lexington Avenue Lockbox Period
     will exist.

o    LOCKBOX AND CASH MANAGEMENT. The 731 Lexington Avenue Loan requires a hard
     lockbox, which is already in place. The loan documents require the borrower
     to direct the tenants to pay their rents directly to a lender-controlled
     lockbox account. The loan documents also require that all revenues from the
     property received by the borrower or the property manager be deposited into
     the lockbox account within one business day after receipt. On each business
     day that no 731 Lexington Avenue Lockbox Period exists, provided no event
     of default is continuing under the 731 Lexington Avenue Loan, all funds in
     the lockbox account will be remitted to an account specified by the
     borrower. During the continuance of a 731 Lexington Avenue Lockbox Period,
     provided no event of default is continuing under the 731 Lexington Avenue
     Loan, funds in the lockbox account will be applied on each payment date and
     on the last business day of each week to pay the monthly debt service, fund
     any required reserves under the loan documents and pay all other amounts
     then due to lender, and any remaining funds will be released to the
     borrower. During the continuance of an event of default under the 731
     Lexington Avenue Loan, the lender may apply any funds in the lockbox
     account to the obligations of the borrower under the 731 Lexington Avenue
     Loan in such order of priority as the lender may determine.

o    PROPERTY MANAGEMENT. The 731 Lexington Avenue Property is currently managed
     by Alexander's Management LLC, Vornado Office, Inc. and Vornado Realty
     L.P., affiliates of the borrower, pursuant to a management agreement and
     sub-management agreement. The property managers of the 731 Lexington Avenue
     Property are currently entitled to a base management fee in a maximum
     amount equal to 2.0% of the gross revenues derived by the borrower from the
     731 Lexington Avenue Property for the four calendar fiscal quarters most
     recently ended. In addition, the property manager of the 731 Lexington
     Avenue Property is entitled to additional compensation for certain other
     services provided pursuant to the management agreement. Under the loan
     documents, the 731 Lexington Avenue Property may be managed by a reputable
     and experienced management organization possessing experience in managing
     properties similar in size, scope and value to the 731 Lexington Avenue
     Property for whom each rating agency has confirmed in writing that the
     management of the 731 Lexington Avenue Property by such entity will not
     cause the downgrade, withdrawal or qualification of the then current
     ratings of any class of the series 2005-GG5 certificates. The lender has
     the ability to require the borrower to replace the property manager if an
     event of default under the 731 Lexington Avenue Loan has occurred and the
     lender has accelerated the 731 Lexington Avenue Loan or if the property
     manager becomes insolvent.

o    MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not Permitted.

o    TERRORISM INSURANCE. The loan documents require that the borrower maintain
     coverage for terrorism (either as part of the borrower's "all risks" policy
     or as a separate policy) providing casualty insurance in an amount no less
     than the full replacement cost of the 731 Lexington Avenue Property and
     business interruption and liability


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]


GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 731 LEXINGTON AVENUE
--------------------------------------------------------------------------------

     coverage as otherwise required under the loan documents. The borrower is
     only required to maintain such amount of terrorism coverage as may be
     obtained at a cost equal to $1,000,000, as increased on each anniversary of
     the origination of the loan to an amount equal to the product of (x)
     $1,000,000 and (y) the Consumer Price Index Fraction. "CONSUMER PRICE INDEX
     FRACTION" means, on the date of calculation, a fraction whose numerator is
     the Consumer Price Index ("CPI") as of the month immediately preceding such
     date and whose denominator is the CPI for July 2005. See "Risk
     Factors--Risks Related to the Underlying Mortgage Loans" in the prospectus
     supplement.

o    CONDOMINIUM PROVISIONS. 731 Lexington Avenue is a condominium composed of 2
     retail units, 2 office units and 105 residential units. The 731 Lexington
     Avenue Loan is secured by Retail Unit 1. The by-laws of the condominium
     association provide that the retail section, residential section and office
     section each has a separate board while the overall condominium board is
     comprised of seven members, 1 from the residential board, 2 from the retail
     board and 4 from the office board. Under certain circumstances, the office
     section may have a board comprised of 3 or fewer members, in which case the
     overall condominium board will be comprised of 5 members, 1 from the
     residential board, 1 from the retail board and 3 from the office board.
     Each board is empowered to make its own determinations if those
     determinations affect only their section. All other determinations are
     required to be made by the overall condominium board. As a result, the
     borrower under the 731 Lexington Avenue Loan does not have the power to
     control the condominium board. The borrower under the 731 Lexington Avenue
     Loan owns an approximate 12.5% common interest.

     With respect to any casualty or condemnation of the condominium, under the
     by-laws of the condominium, if 75% or more of the building is destroyed or
     substantially damaged by fire or other casualty (a "75% CASUALTY"), the
     building will not be rebuilt unless 75% or more in interest of the unit
     owners promptly resolve to proceed with rebuilding. Additionally, the
     by-laws of the condominium provide that each unit owner (including the
     borrower) was deemed to have granted an irrevocable proxy to the owner of
     the office unit in connection with any vote or solicitation of consents of
     the unit owners for the purpose of resolving whether to proceed with the
     repair or restoration of the building if a 75% Casualty occurs. Therefore,
     if these proxies are held enforceable, the owner of office unit 1 will have
     the exclusive right to determine whether or not to rebuild or repair the
     building after a 75% Casualty. The office unit owner has granted to its
     lender a proxy to exercise all rights of the office unit owner to vote with
     respect to a 75% Casualty. If the repair is not approved, the by-laws
     provide that the building will be subject to an action for partition and
     the net proceeds of the resulting sale (and any casualty insurance
     proceeds) will be paid to each unit owner in respect of their common
     interests and then to the residential, office and retail units (in that
     order) in proportion to their respective interest, to the extent allocated
     to destroyed or damaged portions thereof. As a result, it is likely that if
     the building suffers a 75% Casualty and the unit owners do not elect to
     rebuild or repair, then the total insurance and other proceeds received by
     the borrower will be insufficient to repay the 731 Lexington Avenue Loan in
     full. Alexander's, Inc. has agreed to guaranty any such shortfall up to a
     maximum amount of $75,000,000. There can be no assurance, however, that
     such guaranty will be sufficient to cover any shortfall.


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]


GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - SCHRON INDUSTRIAL PORTFOLIO
--------------------------------------------------------------------------------




                 [SCHRON INDUSTRIAL PORTFOLIO PICTURES 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]

GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - SCHRON INDUSTRIAL PORTFOLIO
--------------------------------------------------------------------------------



                    [SCHRON INDUSTRIAL PORTFOLIO MAP OMITTED]



--------------------------------------------------------------------------------
                           SCHRON INDUSTRIAL PORTFOLIO
--------------------------------------------------------------------------------
(1)   16551 NORTH 84TH AVENUE                       Peoria             AZ
(2)   16661 NORTH 84TH AVENUE                       Peoria             AZ
(3)   16671 NORTH 84TH AVENUE                       Peoria             AZ
(4)   16681 NORTH 84TH AVENUE                       Peoria             AZ
(5)   9197-C WEST 6th AVENUE                        Lakewood           CO
(6)   9197-D WEST 6th Avenue                        Lakewood           CO
(7)   7025 SOUTH REVERE PARKWAY                     Englewood          CO
(8)   8022 SOUTHPARK CIRCLE                         Littleton          CO
(9)   16750 WESTGROVE DRIVE                         Addison            TX
(10)  4555 EXCEL PARKWAY                            Addison            TX
(11)  5555 12TH AVENUE EAST                         Shakopee           MN
(12)  1150 GATEWAY DRIVE                            Shakopee           MN
(13)  7355 COCKRILL BEND                            Nashville          TN
(14)  4430 AIRPORT EXPRESSWAY                       Indianapolis       IN
(15)  6635 EAST 30TH STREET                         Indianapolis       IN
(16)  7950 EASTGATE BOULEVARD                       Lebanon            TN
(17)  23290 COMMERCE DRIVE                          Farmington Hills   MI
(18)  38150 PLYMOUTH ROAD                           Livonia            MI
(19)  38220 PLYMOUTH ROAD                           Livonia            MI
(20)  6340 MIDDLEBELT ROAD                          Romulus            MI
(21)  1265 TERMINUS DRIVE                           Lithia Springs     GA
(22)  1255 TERMINUS DRIVE                           Lithia Springs     GA
(23)  237 GREENWICH COURT                           McDonough          GA
(24)  1003 SIGMAN ROAD                              Conyers            GA
(25)  2600 FALKENBURG ROAD                          Riverview          FL
(26)  2700 FALKENBURG ROAD                          Riverview          FL
(27)  6800 ROUTE 33                                 Lakeland           FL
(28)  1099 CORPORATE PARK DRIVE                     Mebane             NC
(29)  5158 WILLIAMSPORT PIKE                        Martinsburg        WV
(30)  16608 HUNTER'S GREEN PARKWAY                  Hagerstown         MD
(31)  5 TRU TEMPER DRIVE                            Carlisle           PA
(32)  700 ALLEN ROAD                                Carlisle           PA
(33)  495 EAST LOCUST LANE                          York               PA
(34)  100 FIRST AVENUE                              Gouldsboro         PA
(35)  155 PIERCE STREET                             Somerset           NJ
(36)  1330 CAMPUS PARKWAY                           Neptune            NJ
--------------------------------------------------------------------------------


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - SCHRON INDUSTRIAL PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION

Number of Mortgaged Real Properties                                          36
Location (City/State)                                                   Various
Property Type                                                        Industrial
Size (sf)                                                             6,190,025
Percentage Occupancy as of September 1, 2005                              99.0%
Year Built                                                              Various
Appraisal Value(1)                                                 $400,000,000
Underwritten Occupancy                                                    96.0%
Underwritten Revenues                                               $32,991,964
Underwritten Total Expenses                                          $6,597,571
Underwritten Net Operating Income (NOI)                             $26,394,393
Underwritten Net Cash Flow (NCF)                                    $24,783,330
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION

Originator                                                                Archon
Cut-off Date Principal Balance                                      $317,500,000
Cut-off Date Principal Balance PSF/Unit                                   $51.29
Percentage of Initial Mortgage Pool Balance                                 7.2%
Number of Mortgage Loans                                                       1
Type of Security                                                 Fee & Leasehold
Mortgage Rate                                                             5.500%
Original Term to Maturity (Months)                                           120
Original Amortization Term (Months)                        IO 83; thereafter 360
Cut-off Date LTV Ratio(1)                                                  79.4%
LTV Ratio at Maturity (1)                                                  76.2%
Underwritten DSCR on NOI(2)                                                1.23x
Underwritten DSCR on NCF(2)                                                1.16x
--------------------------------------------------------------------------------

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

(1)  The Appraisal Value reflects an overall portfolio value which is greater
     than the sum of the individual appraised values.

(2)  The Underwritten DSCR on NOI and Underwritten DSCR on NCF is based on the
     required amortization schedule and interest payment for the 12-month period
     beginning with the payment in October 2012 through the payment in September
     2013.

o    THE LOAN. The mortgage loan (the "SCHRON INDUSTRIAL PORTFOLIO LOAN") is
     evidenced by a single note and is secured by 21 first mortgages encumbering
     36 industrial properties located in Arizona, Colorado, Florida, Georgia,
     Indiana, Maryland, Michigan, Minnesota, North Carolina, New Jersey,
     Pennsylvania, Tennessee, Texas and West Virginia (the "SCHRON INDUSTRIAL
     PORTFOLIO PROPERTIES"). The Schron Industrial Portfolio Loan was originated
     on October 6, 2005 by Archon Financial, L.P. and was subsequently purchased
     by Goldman Sachs Mortgage Company. The Schron Industrial Portfolio Loan
     represents approximately 7.2% of the initial mortgage pool balance, had an
     original principal balance of $317,500,000, has an aggregate principal
     balance as of the cut-off date of $317,5000,000 and has an interest rate of
     5.50%. The proceeds from the Schron Industrial Portfolio Loan were used to
     refinance the Schron Industrial Portfolio Properties.

     The Schron Industrial Portfolio Loan had an initial term of 120 months and
     has a remaining term of 119 months. The Schron Industrial Portfolio Loan
     requires payments of interest only until October 2012. Thereafter, the
     Schron Industrial Portfolio Loan requires payments of principal and
     interest until maturity, based on a 30-year amortization schedule. The
     scheduled maturity date is the payment date in October 2015. Voluntary
     prepayment of the Schron Industrial Portfolio Loan is prohibited until the
     payment date in June 2015. Defeasance with direct, non-callable obligations
     of the United States of America is permitted at any time after the second
     anniversary of the securitization of the Schron Industrial Portfolio Loan.

o    THE PROPERTIES. The Schron Industrial Portfolio Properties consist of 36
     industrial properties. The borrowers own 35 of the Schron Industrial
     Portfolio Properties in fee and have a leasehold interest in one of the
     Schron Industrial Portfolio Properties (see-- "Ground Lease" below). The
     following table presents certain information relating to the Schron
     Industrial Portfolio Properties:



                                                                ALLOCATED
       PROPERTY NAME               CITY            STATE       LOAN AMOUNT   YEAR BUILT   SQUARE FEET    OCCUPANCY
---------------------------  ----------------  -------------  -------------  ----------   -----------    ---------

5 Tru Temper Drive           Carlisle          Pennsylvania    $26,705,607       2001       511,760        100.0%
1265 Terminus Drive          Lithia Springs    Georgia         $19,781,931       2001       527,000        100.0%
100 First Avenue             Gouldsboro        Pennsylvania    $18,957,684       2002       390,000        100.0%
237 Greenwood Court          McDonough         Georgia         $18,463,136       2001       455,000        100.0%
6800 Route 33                Lakeland          Florida         $17,556,464       2002       360,000        100.0%
1330 Campus Parkway          Neptune           New Jersey      $15,166,147       1986       277,806        100.0%
4430 Airport Expressway      Indianapolis      Indiana         $14,754,024       1970       486,394        100.0%
7950 Eastgate Boulevard      Lebanon           Tennessee       $14,259,476       2001       403,750        100.0%
16651 North 84th Avenue      Peoria            Arizona         $13,023,105       2001       109,730        100.0%
1099 Corporate Park Drive    Mebane            North Carolina  $10,632,788       2003       252,000        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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]


GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - SCHRON INDUSTRIAL PORTFOLIO
--------------------------------------------------------------------------------



                                                                ALLOCATED
       PROPERTY NAME               CITY            STATE       LOAN AMOUNT   YEAR BUILT   SQUARE FEET    OCCUPANCY
---------------------------  ----------------  -------------  -------------  ----------   -----------    ---------

7355 Cockrill Bend           Nashville         Tennessee        $9,313,993       1987       305,000        100.0%
495 East Locust Lane         York              Pennsylvania     $8,737,020       1993       200,000        100.0%
38220 Plymouth Road          Livonia           Michigan         $8,654,595       1998       145,232        100.0%
1255 Terminus Drive          Lithia Springs    Georgia          $8,654,595       2001       202,400         87.0%
700 Allen Road               Carlisle          Pennsylvania     $8,489,746       2002       181,990        100.0%
2600 Faulkenburg Road        Riverview         Florida          $7,912,773       2001        71,162        100.0%
1150 Gateway Drive           Shakopee          Minnesota        $7,583,074       1999       153,454        100.0%
5555 12th Avenue East        Shakopee          Minnesota        $7,500,649       2000       128,872        100.0%
155 Pierce Street            Somerset          New Jersey       $7,088,525       1999        46,000        100.0%
2700 Faulkenburg Road        Riverview         Florida          $6,841,251       2001        63,080        100.0%
38150 Plymouth Road          Livonia           Michigan         $6,593,977       1997       140,365        100.0%
16681 North 84th Avenue      Peoria            Arizona          $6,511,552       2001        54,455        100.0%
4555 Excel Parkway           Addison           Texas            $6,264,278       2001        55,200        100.0%
8022 Southpark Circle        Littleton         Colorado         $5,604,881       2001        42,380        100.0%
6340 Middlebelt Road         Romulus           Michigan         $5,192,757       1998        77,508        100.0%
1003 Sigman Road             Conyers           Georgia          $5,192,757       1996       123,457        100.0%
5158 Williamsport Pike       Martinsburg       West Virginia    $4,615,784       2002        67,200        100.0%
7025 South Revere Parkway    Englewood         Colorado         $4,533,359       1997        59,270         71.0%
16750 Westgrove Drive        Addison           Texas            $4,203,660       2001        35,951        100.0%
6635 East 30th Street        Indianapolis      Indiana          $4,121,236       1998       100,000         80.0%
9197-C 6th Avenue            Lakewood          Colorado         $3,461,838       2000        32,741        100.0%
23290 Commerce Drive         Farmington Hills  Michigan         $2,472,741       1980        42,930        100.0%
16671 North 84th Avenue      Peoria            Arizona          $2,390,317       2001        19,960        100.0%
16661 North 84th Avenue      Peoria            Arizona          $2,307,892       2001        18,883        100.0%
9195-D 6th Avenue            Lakewood          Colorado         $1,978,193       2000        16,442        100.0%
16608 Hunter's Green Parkway Hagerstown        Maryland         $1,978,193       2000        32,653        100.0%
                                                                                          ===========    =========
TOTAL/AVERAGE PORTFOLIO                                                                   6,190,025         99.0%


     The following table presents certain information relating to the major
     tenants at the Schron Industrial Portfolio Properties:


         TEN LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT



                                                                               % OF       ANNUALIZED
                                                                               TOTAL     UNDERWRITTEN
                           CREDIT RATING                      ANNUALIZED    ANNUALIZED    BASE RENT
                          (FITCH/MOODY'S/   TENANT    % OF   UNDERWRITTEN  UNDERWRITTEN     ($ PER
      TENANT NAME             S&P (1)        NRSF     NRSF    BASE RENT      BASE RENT       NRSF)      LEASE EXPIRATION
------------------------ ----------------- --------- ------  ------------  ------------  ------------ --------------------

Maytag Appliances (2)      BB / B2 / BB+     917,000   14.8%   $2,893,200       10.5%         $3.16   11/1/2012 & 3/1/2007
SC Johnson & Sons         BBB+ / NR / BBB+   511,760    8.3     2,213,874        8.0          $4.33        12/31/2011
J.C. Penney               BB+ / Ba1 / BB+    360,000    5.8     1,616,400        5.8          $4.49         12/1/2012
Prime Distribution (3)     NR / NR / NR      486,394    7.9     1,530,419        5.5          $3.15         5/1/2009
Aero Housewares            NR / NR / NR      455,000    7.4     1,437,800        5.2          $3.16         9/1/2019
Waterford Wedgewood       CCC / NR / CCC+    277,806    4.5     1,394,586        5.0          $5.02         5/1/2014
IEC Logistics Inc.(4)     BBB- / NR / BB+    403,750    6.5     1,255,663        4.5          $3.11         1/1/2008
The Antigua Group          NR / NR / NR      109,730    1.8     1,032,559        3.7          $9.41         11/1/2011
Ozburn-Hessey Logistics    NR / NR / NR      305,000    4.9       915,000        3.3          $3.00         5/1/2010
Ford Motor Company        BBB- / Ba1 / BB+   252,000    4.1       882,000        3.2          $3.50         5/1/2013
                                           --------- ------  ------------  ------------  ------------
TEN LARGEST TENANTS                        4,078,440   65.9%  $15,171,501       54.9%         $3.72
Remaining Tenants                          2,047,983   33.1    12,479,027       45.1          $6.09
Vacant                                        63,602    1.0             0        0.0          $0.00
                                           --------- ------  ------------  ------------  ------------
TOTAL /WTD. AVG. ALL
  TENANTS                                  6,190,025  100.0%  $27,650,528      100.0%         $4.51
                                           ========= ======  ============  ============


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

(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

(2)  Maytag Appliances has two leases, one with 527,000 sf expiring on 3/1/2007
     and the other with 390,000 sf expiring on 11/1/2012. The Annualized
     Underwritten Base Rent per NRSF is a weighted average calculation of the
     two leases. In August 2005, Maytag Corp. signed a formal agreement to be
     purchased by Whirlpool Corp. rated BBB+ / Baa1 / BBB+ (Fitch/Moody's/S&P).

(3)  Prime Distribution has two leases, both expiring 5/1/2009.

(4)  IEC Logistics Inc. is subleasing their space to BAX Global.


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]


GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - SCHRON INDUSTRIAL PORTFOLIO
--------------------------------------------------------------------------------

The following table presents certain information relating to the lease rollover
schedule at the Schron Industrial Portfolio Properties:


                          LEASE EXPIRATION SCHEDULE (1)



                                                                                   % OF TOTAL       ANNUALIZED
                                                                  ANNUALIZED       ANNUALIZED      UNDERWRITTEN
                      EXPIRING     % OF TOTAL     CUMULATIVE     UNDERWRITTEN     UNDERWRITTEN   BASE RENT ($ PER
        YEAR            NRSF          NRSF      OF TOTAL NRSF      BASE RENT        BASE RENT          NRSF)
------------------- ------------   ----------   -------------   --------------    ------------   ----------------

2005                    5,000          0.1%           0.1%          $51,600               0.2%          $10.32
2006                   80,142          1.3            1.4           764,215               2.8            $9.54
2007                1,160,224         18.7           20.1         4,970,965              18.0            $4.28
2008                  944,357         15.3           35.4         4,457,707              16.1            $4.72
2009                  646,297         10.4           45.8         2,513,928               9.1            $3.89
2010                  584,934          9.4           55.3         2,688,783               9.7            $4.60
2011                  637,672         10.3           65.6         3,419,742              12.4            $5.36
2012                1,019,882         16.5           82.0         4,442,246              16.1            $4.36
2013                  272,860          4.4           86.5         1,103,087               4.0            $4.04
2014                  310,055          5.0           91.5         1,665,455               6.0            $5.37
2015 & Thereafter     465,000          7.5           99.0         1,572,800               5.7            $3.38
Vacant                 63,602          1.0          100.0                 0               0.0            $0.00
                    ------------   ----------   -------------   -------------     ------------   ----------------
TOTAL/WTD. AVG.     6,190,025        100.0%                     $27,650,528             100.0%           $4.51
                    ============   ==========                   =============     ============


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

(1)  Calculated based on approximate square footage occupied by each tenant.

o    THE BORROWER. The borrowers are Peoria NI Industrial One LLC, Colorado NI
     Industrial One LLC, Lakeland NI Industrial LLC, Riverview NI Industrial
     LLC, Lithia Springs NI Industrial LLC, Georgia NI Industrial One LLC,
     McDonough NI Industrial LLC, Indianapolis NI Industrial No. One LLC,
     Indianapolis NI Industrial No. Two LLC, Hagerstown Industrial PAS LLC,
     Michigan NI Industrial LLC, Minnesota NI Industrial LLC, Jersey NI
     Industrial LLC, Mebane NI Industrial LLC, York and Middleton NI Industrial
     LP, Goldsboro NI Industrial LP, Carlisle NI Industrial LP, Lebanon NI
     Industrial LLC, Nashville NI Industrial LLC, Addison NI Industrial No. One
     LP and Martinsburg NI Industrial LLC, each a single-purpose, single-asset
     entity. Legal counsel to the borrowers has delivered a non-consolidation
     opinion in connection with the origination of the Schron Industrial
     Portfolio Loan. The borrowers under the Schron Industrial Portfolio Loan
     are directly owned 100% by National Industrial Properties Mezz L.P. Rubin
     Schron is the guarantor of the non-recourse carve-outs under the Schron
     Industrial Portfolio Loan.

o    ESCROWS. At origination, the borrowers deposited $1,666,518 into a reserve
     account for taxes. In addition, the borrowers delivered to lender a
     $10,000,000 letter of credit in respect of expansion obligations under
     certain leases at the Schron Industrial Portfolio Properties. The loan
     documents provide for monthly escrows of capital expenditures, real estate
     taxes and insurance (excluding premiums for blanket policies paid in full)
     and certain tenant improvements and leasing commissions. The borrowers are
     also required to maintain a reserve of "true-up" payments made by tenants
     to cover estimated and actual expenses for which the tenants are
     responsible under their leases, to the extent such true-up payments exceed
     $500,000 annually on or prior to the payment date in October 2012 and
     $200,000 annually thereafter. In addition, during a Schron Industrial Cash
     Trap Period, all amounts remaining after the payment of debt service on the
     Schron Industrial Portfolio Loan, the funding of reserves, the payment of
     debt service on the mezzanine loan and the payment of budgeted operating
     expenses will be reserved as additional collateral for the Schron
     Industrial Portfolio Loan. A "SCHRON INDUSTRIAL CASH TRAP PERIOD" means any
     period commencing as of the end of any fiscal quarter in which the net
     operating income of the Schron Industrial Portfolio Properties for the
     prior twelve-month period is less than 85% of the net operating income at
     origination ($26,958,811) and terminating as of the end of any two
     consecutive fiscal quarters in which the net operating income of the Schron
     Industrial Portfolio Properties for the prior twelve-month period is at
     least equal to 85% of the net operating income at origination.


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]


GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - SCHRON INDUSTRIAL PORTFOLIO
--------------------------------------------------------------------------------

o    LOCKBOX AND CASH MANAGEMENT. The Schron Industrial Portfolio Loan requires
     a hard lockbox, which is already in place. The loan documents require that
     all rents received by the borrowers or the property manager be deposited
     into the lockbox account within one business day after receipt and that the
     borrowers instruct all tenants to send rents directly to the lockbox
     account. On each business day, all funds on deposit in the lockbox account
     are swept to a cash management account under the control of the lender.
     Provided no event of default or Schron Industrial Cash Trap Period is
     continuing, all funds in the cash management account in excess of the
     monthly debt service, any reserves required under the loan documents, debt
     service on the mezzanine loan and all other amounts then due to the lender
     will be remitted to an account specified by the borrowers. During the
     continuance of an event of default under the Schron Industrial Portfolio
     Loan, the lender may apply any funds in the cash management account to the
     obligations of the borrowers under the Schron Industrial Portfolio Loan in
     such order of priority as the lender may determine.

o    PROPERTY MANAGEMENT. The Schron Industrial Portfolio Properties are
     currently managed by CAM NIP Management, LLC, an affiliate of the
     borrowers, pursuant to a management agreement. The property manager of the
     Schron Industrial Portfolio Properties is currently entitled to a base
     management fee in an amount equal to 1% of revenues from Schron Industrial
     Portfolio Properties containing a single tenant and 3% of revenues from
     Schron Industrial Portfolio Properties containing multiple tenants. In
     addition, under the loan documents, the Schron Industrial Portfolio
     Properties may be managed by a manager other than the current manager,
     provided that 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-GG5 certificates. The lender may require the
     borrowers to replace the property manager if an event of default under the
     Schron Industrial Portfolio Loan has occurred, an event of default under
     the mezzanine loan has occurred, the property manager becomes insolvent or
     upon a material default by the property manager under the property
     management agreement.

o    MEZZANINE OR SUBORDINATE INDEBTEDNESS. Concurrent with the origination of
     the Schron Industrial Portfolio Loan, Goldman Sachs Mortgage Company
     originated a $22,500,000 mezzanine loan to National Industrial Properties
     Mezz L.P., the 100% owner of the equity interests in the borrowers. The
     scheduled maturity date of the mezzanine loan is the payment date in
     October 2015. The interest rate under the mezzanine loan is 9.42889%. The
     mezzanine loan is secured by a pledge of 100% of the equity interests in
     the mortgage borrowers. Pursuant to an intercreditor agreement executed
     between the mortgage lender and the mezzanine lender, the mezzanine lender
     possesses the right to cure a default under the mortgage loan documents. In
     addition, if the Schron Industrial Portfolio Loan has been accelerated, the
     mortgage lender is taking enforcement action or the Schron Industrial
     Portfolio Loan is "specially serviced", the mezzanine lender may purchase
     the Schron Industrial Portfolio Loan at a price at least equal to the
     outstanding principal balance of the Schron Industrial Portfolio Loan
     (including advances by the mortgage lender) plus all interest accrued
     thereon. The mortgage lender may not amend the mortgage loan documents
     without the consent of the holder of the mezzanine loan if the amendment
     increases the interest rate or principal amount of the mortgage 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 equity interests in
     the mortgage borrowers. Rating agency approval is required for any such
     foreclosure that would (i) result in a transfer of the equity interests in
     the mortgage borrowers to a party other than a "qualified transferee" (as
     defined in the intercreditor agreement), (ii) result in the management of
     the Schron Industrial Portfolio Properties by a manager other than an
     approved manager or (iii) occur without adequate reserves and a hard
     lockbox in place. Transfer of the mezzanine lender's interest in the
     mezzanine loan is governed by the terms of the intercreditor agreement,
     which generally prohibits transfers of more than 49% of the mezzanine
     lender's interest in the mezzanine loan unless such transfer is to a
     qualified transferee or rating agency approval has been obtained.


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]


GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - SCHRON INDUSTRIAL PORTFOLIO
--------------------------------------------------------------------------------

o    TERRORISM INSURANCE. The loan documents require that the all risk insurance
     policies required to be maintained by the borrowers provide coverage for
     terrorism in an amount equal to the full replacement cost of the Schron
     Industrial Portfolio Properties (subject to a $232,000,000 loss limit) as
     well as business interruption insurance covering the 18 month period from
     the occurrence of a casualty (plus an extended period of indemnity for 12
     months after restoration). The borrowers must maintain such coverage if it
     is then being obtained by prudent owners of real estate in the United
     States of a similar type and quality and in a similar location to the
     Schron Industrial Portfolio Properties or is otherwise available for an
     annual premium of $350,000 or less (or if prudent owners are not
     maintaining such coverage or if such coverage is not available for an
     annual premium of $350,000 or less, then the borrowers are required to
     obtain the amount of terrorism coverage available for an annual premium of
     $350,000). The borrowers are permitted to maintain such terrorism coverage
     through a blanket policy. See "Risk Factors--Risks Related to the
     Underlying Mortgage Loans" in the prospectus supplement.

o    SUBSTITUTION OF COLLATERAL. Provided no event of default is then continuing
     under the Schron Industrial Portfolio Loan, the borrowers are permitted
     until October 6, 2014 to substitute individual Schron Industrial Portfolio
     Properties with other qualified properties, subject to the requirements set
     forth in the loan agreement, including the following: (i) substitutions may
     not exceed 30% of the Schron Industrial Portfolio Loan (calculated based on
     the amount of the Schron Industrial Portfolio Loan allocable to the Schron
     Industrial Portfolio Properties substituted), and substitutions in excess
     of 20% of the Schron Industrial Portfolio Loan require written confirmation
     from each rating agency that the substitution would not cause the
     downgrade, withdrawal or qualification of the then current ratings of any
     class of the series 2005-GG5 certificates; (ii) the market value of the
     substitute property at the time of substitution must equal or exceed the
     market value at origination of the Schron Industrial Portfolio Property it
     replaces; (iii) the debt service coverage ratio after giving effect to the
     replacement must exceed the debt service coverage ratio at origination; and
     (iv) certain conditions relating to the quality of tenancies at the
     replacement property must be satisfied (including minimum tenant credit
     ratings, limits on square footage utilized as office or showroom space and
     limits on any single tenant's percentage contribution to net operating
     income).

o    GROUND LEASE. The 237 Greenwood Court property, located in McDonough,
     Georgia and representing 7.4% of the total square footage of the Schron
     Industrial Portfolio Properties, is situated on a ground lease parcel. The
     ground lease began September 1, 2002 and expires on the later of December
     31, 2012 and the date on which the bonds issued by the Henry County
     Development Authority, the ground lessor, in respect of the parcel are paid
     in full. The ground lease payments are due on or before June 1 and December
     1 of each year until the bonds are paid in full and are equal to the amount
     of principal and interest payable on the bonds. The bonds were issued in an
     original aggregate principal amount of $14.2 million and bear interest at a
     fixed rate of 6.5% per annum. The borrower that is the lessee under the
     ground lease is the holder of such bonds and has pledged them to the lender
     as additional security for the Schron Industrial Portfolio Loan. The
     borrower that is the lessee under the ground lease has the obligation to
     purchase the ground lease parcel for $10 upon the earlier of the expiration
     of the ground lease or the termination of the lease term, in each case upon
     payment in full of such bonds. The lender holds a mortgage on both the fee
     interest in the ground lease parcel and the applicable borrower's leasehold
     interest.


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - LYNNHAVEN MALL
--------------------------------------------------------------------------------





                        [LYNNHAVEN MALL PICTURES 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - LYNNHAVEN MALL
--------------------------------------------------------------------------------





                          [LYNNHAVEN 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - LYNNHAVEN MALL
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION

Number of Mortgaged Real Properties                                            1
Location (City/State)                                   Virginia Beach, Virginia
Property Type                                                             Retail
Size (sf)                                                                776,371
Percentage Mall Shop Occupancy as of May 10, 2005                          94.7%
Year Built/Renovated                                        1981/1995-1996, 2003
Appraisal Value                                                     $369,400,000
Underwritten Occupancy                                                     92.3%
Underwritten Revenues                                                $31,506,151
Underwritten Total Expenses                                           $8,834,898
Underwritten Net Operating Income (NOI)                              $22,671,254
Underwritten Net Cash Flow (NCF)                                     $21,970,296
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION

Originator                                                    Archon/Commerzbank
Cut-off Date Principal Balance                                      $249,903,409
Cut-off Date Principal Balance PSF/Unit                                  $321.89
Percentage of Initial Mortgage Pool Balance                                 5.7%
Number of Mortgage Loans                                                       1
Type of Security                                                      Fee Simple
Mortgage Rate                                                             5.050%
Original Term to Maturity (Months)                                            60
Original Amortization Term (Months)                                          360
Cut-off Date LTV Ratio(1)                                                  63.6%
LTV Ratio at Maturity(1)                                                   62.7%
Underwritten DSCR on NOI(1)                                                1.48x
Underwritten DSCR on NCF(1)                                                1.44x
--------------------------------------------------------------------------------

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

(1)  The LTV and DSCR in this table are based on the total $251,000,000
     financing reduced by the $15,000,000 performance guarantee as described
     under "Performance Guarantee" below. The Cut-Off Date LTV (not reduced by
     the $15,000,000 performance guarantee) is 67.7%. The DSCR (not reduced by
     the $15,000,000 performance guarantee) is 1.35x.

o    THE LOAN. The mortgage loan (the "LYNNHAVEN MALL LOAN") is evidenced by two
     notes in the aggregate original principal amount of $251,000,000 and is
     secured by a first mortgage encumbering a super regional shopping mall
     located in Virginia Beach, Virginia (the "LYNNHAVEN MALL PROPERTY"). The
     Lynnhaven Mall Loan was jointly originated 50% by Archon Financial, L.P.
     and 50% by Commerzbank AG, New York Branch ("COMMERZBANK"). Goldman Sachs
     Mortgage Company and Commerzbank are the holders of the Lynnhaven Mall
     Loan, and they are the joint loan sellers of the Lynnhaven Mall Loan. The
     Lynnhaven Mall Loan was originated on June 16, 2005 and represents
     approximately 5.7% of the initial mortgage pool balance. The proceeds from
     the Lynnhaven Mall Loan were used to refinance existing debt on the
     Lynnhaven Mall Property.

     The Lynnhaven Mall Loan had an initial term of 60 months and has a
     remaining term of 56 months. The scheduled maturity date is the payment
     date in July 2010. Voluntary prepayment of the Lynnhaven Mall Loan is
     prohibited until the payment date in January 2010. 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 Lynnhaven Mall Property is a 1,298,871 sf super-regional
     shopping center with three anchors and approximately 140 stores. The
     Lynnhaven Mall Property opened in 1981 and is located in Virginia Beach,
     Virginia, in the southeastern portion of the Norfolk - Virginia Beach -
     Newport News MSA where the trade area has an average household income of
     $60,833 and a current population of approximately 620,000. The Lynnhaven
     Mall Property is proximate to the beach and the numerous surrounding hotels
     making it the preferred shopping destination for the region's three million
     annual visitors.

     The Lynnhaven Mall Property is anchored by Hecht's, Dillard's, J.C. Penney
     and a currently vacant fourth anchor space (formerly Lord & Taylor), along
     with major tenants Dick's Sporting Goods and Steve & Barry's (totaling
     760,866 sf). The Dillard's is not part of the collateral securing the
     Lynnhaven Mall Loan, nor are the improvements on the Hecht's anchor space
     and the vacant anchor space. The in-line space totals 432,665 sf, and there
     are an additional 30,759 sf of freestanding boxes and an 18-screen stadium
     seating AMC theatre.


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - LYNNHAVEN MALL
--------------------------------------------------------------------------------

     The following table represents certain information relating to the anchor
     tenants at the Lynnhaven Mall Property:



                                                        CREDIT RATING OF                               OPERATING
                                                         PARENT COMPANY                   COLLATERAL    COVENANT
         ANCHOR                  PARENT COMPANY        (FITCH/MOODY'S/S&P)      GLA        INTEREST    EXPIRATION
------------------------    -------------------------  -------------------    -------     ----------   ----------

Hecht's                       May Department Stores       BBB/Baa2/BBB        198,625     Land Only    11/1/2013
Dillard's                        Dillard's, Inc.            BB-/B2/BB         182,233         No        8/1/2017
J.C. Penney                 J.C. Penney Company, Inc.      BB+/Ba1/BB+        150,434        Yes        Expired
Vacant Anchor
  (Former Lord & Taylor)                                                      120,000     Land Only    7/24/2014
                                                                              -------
TOTAL ANCHOR TENANTS                                                          651,392
                                                                              =======


     The Lynnhaven Mall Property is 88.2% occupied (including the vacant anchor
     space), with mall shop occupancy at 94.7%. Sales for TTM March 2005 were
     $468 psf for comparable in-line tenants less than 10,000 sf and with
     occupancy costs of 12.0% (based on comparable sales, which includes tenants
     in occupancy for over twelve months that have reported sales over the
     period of their occupancy). The theatre has sales of approximately $611,000
     per screen.

     The following table presents certain information relating to the major mall
     shop tenants at the Lynnhaven Mall Property:





                    TEN LARGEST RETAIL TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT (1)(2)

                                                                                                   ANNUALIZED
                                                                                     % OF TOTAL   UNDERWRITTEN
                               CREDIT RATING                           ANNUALIZED    ANNUALIZED     BASE RENT
                              (FITCH/MOODY'S/    TENANT       % OF    UNDERWRITTEN  UNDERWRITTEN     ($ PER      LEASE
       TENANT NAME                S&P)(3)         NRSF        NRSF      BASE RENT    BASE RENT        NRSF)    EXPIRATION
-------------------------   ------------------  --------     ------   ------------  ------------  ------------ ----------

AMC Theatres                   NR/NR/B           74,581       11.9%    $2,002,452      13.3%         $26.85    11/30/2030
Steve & Barry's               NR/NR/NR           57,400        9.2        688,800       4.6          $12.00     1/31/2012
Dick's Sporting Goods         NR/NR/B+           52,074        8.3        650,004       4.3          $12.48     1/31/2019
H&M                           NR/NR/NR           20,003        3.2        552,083       3.7          $27.60     1/31/2015
Old Navy (4)                BBB-/Baa3/BBB-       22,399        3.6        584,623       3.9          $26.10     7/31/2010
Barnes & Noble                NR/NR/NR           28,078        4.5        400,112       2.7          $14.25     4/30/2014
Gap / GapKids               BBB-/Baa3/BBB-        9,598        1.5        268,740       1.8          $28.00     1/31/2009
Abercrombie & Fitch           NR/NR/NR           10,720        1.7        257,280       1.7          $24.00     1/31/2008
Victoria's Secret            NR/Baa2/BBB          8,221        1.3        246,636       1.6          $30.00     1/31/2015
Charlotte Russe               NR/NR/NR            7,233        1.2        216,996       1.4          $30.00     1/31/2012
                                                --------     ------   ------------  ------------  ------------
TEN LARGEST OWNED TENANTS                       290,307       46.4%    $5,867,725      38.9%         $20.21
Remaining Owned Tenants                         302,453       48.3      9,211,498      61.1          $30.46
Vacant Spaces (Owned Space)                      33,177        5.3              0       0.0           $0.00
                                                --------     ------   ------------  ------------  ------------
TOTAL/WTD. AVG. ALL OWNED
  TENANTS                                       625,937      100.0%   $15,079,223     100.0%         $25.44
                                                ========     ======   ============  ============


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

(1)  Calculated based on approximate square footage occupied by each tenant.

(2)  Borrower owned in-line space only. Does not include J.C. Penney's owned
     space of 150,434.

(3)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

(4)  Old Navy pays a percentage of sales in lieu of base rent.


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - LYNNHAVEN MALL
--------------------------------------------------------------------------------

     The following table presents certain information relating to the lease
     rollover schedule at the Lynnhaven Mall Property:


                        LEASE EXPIRATION SCHEDULE (1)(2)



                                                                                               % OF TOTAL       ANNUALIZED
                                                             CUMULATIVE      ANNUALIZED        ANNUALIZED      UNDERWRITTEN
                                  EXPIRING        % OF           OF         UNDERWRITTEN      UNDERWRITTEN      BASE RENT
   YEAR ENDING DECEMBER 31,      OWNED NRSF    TOTAL NRSF    TOTAL NRSF       BASE RENT        BASE RENT       ($ PER NRSF)
------------------------------   ----------    ----------    ----------    --------------     ------------     ------------

2005                               13,256           2.1%          2.1%          $387,396           2.6%            $29.22
2006                               32,137           5.1           7.3%           941,832           6.2             $29.31
2007                               21,571           3.4          10.7%           958,752           6.4             $44.45
2008                               66,868          10.7          21.4%         1,530,784          10.2             $22.89
2009                               25,282           4.0          25.4%           824,931           5.5             $32.63
2010                               33,810           5.4          30.8%           422,112           2.8             $12.48
2011                                7,715           1.2          32.1%           282,732           1.9             $36.65
2012                              101,316          16.2          48.2%         2,120,052          14.1             $20.93
2013                                8,672           1.4          49.6%           383,920           2.5             $44.27
2014                               58,968           9.4          59.0%         1,452,512           9.6             $24.63
2015 & Thereafter                 223,165          35.7          94.7%         5,774,201          38.3             $25.87
Vacant                             33,177           5.3         100.0%                 0           0.0              $0.00
                                 ----------    ----------    ----------    --------------     ------------     ------------
TOTAL/WTD. AVG.                   625,937         100.0%                     $15,079,223         100.0%            $25.44
                                 ==========    ==========                  ==============     ============


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

(1)  Calculated based on approximate square footage occupied by each tenant.

(2)  Borrower owned in-line space only. Does not include J.C. Penney's owned
     space of 150,434.

o    THE BORROWER. The borrower is Lynnhaven Mall 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 Lynnhaven Mall Loan. Lynnhaven Mall 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 Lynnhaven Mall Loan.

o    ESCROWS. The loan documents provide for escrows of real estate taxes and
     insurance, certain tenant improvements and leasing commissions (in a
     maximum amount as of origination equal to $784,403, which amount is subject
     to change based upon the aggregate sf of all rentable area in the Lynnhaven
     Mall Property) and capital expenditures (in a maximum amount, as of
     origination, equal to $183,786 which amount is subject to change based upon
     the aggregate sf of all rentable area in the Lynnhaven Mall Property)
     during a Lynnhaven Mall Cash Sweep Period. A "LYNNHAVEN MALL CASH SWEEP
     PERIOD" means any period during the continuance of an event of default
     under the Lynnhaven Mall Loan and/or any period commencing as of the end of
     any fiscal quarter in which the net operating income of the Lynnhaven Mall
     Property for the prior twelve-month period is less than 85% of the net
     operating income at origination and terminating as of the end of any fiscal
     quarter in which the net operating income of the Lynnhaven Mall Property
     for the prior twelve-month period is at least equal to 85% of the net
     operating income at origination.

o    LOCKBOX AND CASH MANAGEMENT. The Lynnhaven Mall Loan requires a hard
     lockbox, 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
     Lynnhaven Mall Cash Sweep Period exists, all funds in the sweep account
     will be remitted to an account specified by the borrower. Within two
     business days of commencement of a Lynnhaven Mall Cash Sweep Period, a cash
     management account will be established into which all funds in the sweep
     account will be remitted on each business day during a Lynnhaven Mall Cash
     Sweep Period. During the existence of a


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - LYNNHAVEN MALL
--------------------------------------------------------------------------------

     Lynnhaven Mall Cash Sweep Period, funds in the cash management account will
     be applied to pay the monthly debt service and any required reserves under
     the loan documents. Any remaining funds will be released to the borrower,
     unless an event of default is continuing, in which case, all available cash
     after the payment of the debt service and any required reserves will be
     held as additional collateral for the Lynnhaven Mall Loan.

o    PROPERTY MANAGEMENT. The Lynnhaven Mall Property is currently self-managed.
     Under the loan documents, the Lynnhaven Mall Property may be self-managed,
     managed by certain affiliates of the borrower, or managed by 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-GG5 certificates. The lender may require the
     borrower to cease managing the property or replace the property manager if
     an event of default under the Lynnhaven Mall Loan has occurred and is
     continuing. During the continuance of a Lynnhaven Mall Cash Sweep Period,
     the fees of the property manager may not exceed market rates for comparable
     properties in the geographic area.

o    PERFORMANCE GUARANTEE. A portion of the Lynnhaven Mall Property is subject
     to a ground lease between borrower, as landlord, and The May Department
     Stores Company ("MAY"), as tenant. May operated a Lord & Taylor store on
     the ground leased property but had discontinued operations of the store
     prior to the origination of the Lynnhaven Mall Loan. A loan guarantee in
     the amount of $15,000,000 from GGPLP L.L.C., an affiliate of the borrower,
     was delivered to the lender and will be released if and when the ground
     lease is terminated, May surrenders to borrower all of its rights to the
     ground leased property and May transfers to borrower the building and other
     improvements on the ground leased property which would then be collateral
     for the Lynnhaven Mall Loan.

o    RELEASE OF COLLATERAL. The borrower is permitted under the loan documents
     to obtain the release of one or more parcels or out lots, the release of
     which would not have a material adverse impact on the value, use or
     operation of the Lynnhaven Mall Property. Any parcel or out lot so released
     must be transferred to a third party in connection with an expansion or
     other development of the Lynnhaven Mall Property, and any such release is
     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 Lynnhaven Mall Property as collateral for the Lynnhaven Mall
     Loan, (b) an opinion of counsel that any REMIC trust that has acquired the
     Lynnhaven 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-GG5 certificates. In addition, if a parcel to be released was improved
     as of the origination date of the Lynnhaven Mall Loan, the consent of the
     lender must be obtained and certain debt service coverage ratio and loan to
     value tests must be satisfied prior to the release of any such parcel.

o    MEZZANINE OR SUBORDINATE INDEBTEDNESS. The loan documents permit, among
     other things, (a) the pledge of direct or indirect equity interests in the
     borrower in connection with Lynnhaven Mall 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. "LYNNHAVEN MALL 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, among other things, (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-GG5
     certificates issued has been obtained and (ii) the Lynnhaven Mall Property
     meets certain performance requirements specified in the Lynnhaven Mall loan
     agreement, including: (A) the aggregate loan-to-value ratio of the
     Lynnhaven Mall Loan and 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - LYNNHAVEN MALL
--------------------------------------------------------------------------------

     mezzanine loan is not in excess of 75%, and (B) the aggregate
     debt-service-coverage-ratio of the Lynnhaven 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 1.20x based on the actual loan
     constant and not less than 0.90x based on an assumed loan constant of 9%.

o    TERRORISM INSURANCE. The 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 full replacement cost
     of the Lynnhaven Mall Property and 100% of the projected annual gross
     rental income from the Lynnhaven Mall Property from the date of the
     casualty to the date that the Lynnhaven Mall Property is repaired or
     replaced and operations are resumed (plus an extended period of indemnity
     for 60 days after the completion of restoration). After such policy year,
     the borrower is required to use commercially reasonable efforts, consistent
     with those of prudent owners of institutional quality commercial real
     estate, to maintain such coverage at all times while the Lynnhaven Mall
     Loan is outstanding (either as part of its "all-risk" and business
     income/rental-loss insurance policies or as a separate policy), provided
     such coverage is available at commercially reasonable rates. See "Risk
     Factors--Risks Related to the Underlying Mortgage Loans" 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - MARYLAND MULTIFAMILY PORTFOLIO
--------------------------------------------------------------------------------




                [MARYLAND MULTIFAMILY PORTFOLIO PICTURES 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - MARYLAND MULTIFAMILY PORTFOLIO
--------------------------------------------------------------------------------




                  [MARYLAND MULTIFAMILY 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - MARYLAND MULTIFAMILY PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION

Number of Mortgaged Real Properties                                            9
Location (City/State)                                                Various, MD
Property Type                                                        Multifamily
Size (units)                                                               5,517
Percentage Occupancy as of  June 2, 2005                                   93.7%
Year Built                                                             1946-1972
Appraisal Value                                                     $447,680,000
Underwritten Occupancy                                                     93.7%
Underwritten Revenues                                                $44,121,130
Underwritten Total Expenses                                          $17,721,118
Underwritten Net Operating Income (NOI)                              $26,400,012
Underwritten Net Cash Flow (NCF)                                     $25,020,762
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION

Originator                                                                 GCFP
Cut-off Date Principal Balance                                     $200,000,000
Cut-off Date Principal Balance PSF/Unit                              $61,627.70
Percentage of Initial Mortgage Pool Balance                                4.5%
Number of Mortgage Loans                                                      1
Type of Security                                                     Fee Simple
Mortgage Rate                                                             5.22%
Original Term to Maturity (Months)                                           84
Original Amortization Term (Months)                               Interest Only
Cut-off Date LTV Ratio                                                    75.9%
LTV Ratio at Maturity                                                     75.9%
Underwritten DSCR on NOI                                                  1.47x
Underwritten DSCR on NCF                                                  1.39x
--------------------------------------------------------------------------------

o    THE LOAN. The mortgage loan (the "MARYLAND MULTIFAMILY TRUST LOAN") is
     evidenced by a single note and is secured by two first mortgages
     encumbering nine multifamily properties located within the Baltimore, MD
     MSA consisting of 5,517 apartment units (the "MARYLAND MULTIFAMILY
     PROPERTIES"). The Maryland Multifamily Trust Loan represents approximately
     4.5% of the initial mortgage pool balance. The Maryland Multifamily Trust
     Loan was originated on June 30, 2005, has an original principal balance and
     a principal as of the cut-off date of $200,000,000, and an interest rate of
     5.22% per annum. The proceeds of the Maryland Multifamily Trust Loan,
     together with the Maryland Multifamily Companion Loan (as described below),
     were used to refinance existing debt totaling $224,949,986.

     The Maryland Multifamily Trust Loan is a pari passu portion of a whole
     mortgage loan with an original principal balance of $340,000,000. The
     companion loan to the Maryland Multifamily Trust Loan is evidenced by a
     separate pari passu note with an interest rate of 5.22% per annum and an
     original principal balance and a principal balance as of the cut-off date
     of $140,000,000 (the "MARYLAND MULTIFAMILY COMPANION LOAN"). The Maryland
     Multifamily Companion Loan will not be an asset of the trust. The Maryland
     Multifamily Trust Loan and the Maryland Multifamily Companion Loan
     (collectively, the "MARYLAND MULTIFAMILY 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-GG5 pooling and servicing
     agreement.

     The DSCR and LTV on the Maryland Multifamily Loan Group are 1.39x and
     75.9%, respectively.

     The Maryland Multifamily Trust Loan has an initial term of 84 months and a
     remaining term of 80 months. The loan requires payments of interest only
     for the entire term. The scheduled maturity date is July 6, 2012. Voluntary
     prepayment of the Maryland Multifamily Trust Loan is prohibited prior to
     the payment date of April 6, 2012 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 on the earlier of January 6,
     2009 and the date that is two years after the securitization closing date
     for the Maryland Multifamily Companion Loan (the "INITIAL DEFEASANCE
     DATE").

o    THE PROPERTIES. The Maryland Multifamily Properties consist of nine
     garden-style apartment complexes, as described below. The following table
     presents certain information relating to the Maryland Multifamily
     Properties:



                                                                                        YEAR BUILT /    JUNE 2005
         PROPERTY NAME                  LOCATION         ALLOCATED LOAN      UNITS     YEAR RENOVATED   OCCUPANCY
---------------------------------   ----------------     --------------      -----     --------------   ---------

Commons at White Marsh Apartments   Middle River, MD      $79,200,000        1,212      1972 / 2005       93.8%
Highland Village Townhomes            Baltimore, MD        73,000,000        1,098      1961 / 2005       96.2%
Harbor Point Estates                    Essex, MD          44,500,000          650      1971 / 2005       94.5%
Dutch Village Townhomes               Baltimore, MD        38,900,000          803      1967 / 2005       91.8%


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - MARYLAND MULTIFAMILY PORTFOLIO
--------------------------------------------------------------------------------



                                                                                        YEAR BUILT /    JUNE 2005
         PROPERTY NAME                  LOCATION         ALLOCATED LOAN      UNITS     YEAR RENOVATED   OCCUPANCY
---------------------------------   ----------------     --------------      -----     --------------   ---------

Whispering Woods Townhomes            Baltimore, MD        29,000,000          524      1972 / 2004       91.8%
Fontana Village Townhomes             Rosedale, MD         21,500,000          356      1969 / 2005       93.3%
Riverview Townhomes                   Baltimore, MD        19,000,000          330      1954 / 2005       92.7%
Hamilton Manor                       Hyattsville, MD       18,900,000          245      1946 / 2005       92.2%
Cove Village Apartments                 Essex, MD          16,000,000          299      1967 / 1996       93.0%
                                                         --------------      -----                      ---------
TOTAL/WTD. AVG.                                          $340,000,000        5,517                        93.7%
                                                         ==============      =====                      =========


     COMMONS AT WHITE MARSH APARTMENTS is a 1,212-unit garden-style apartment
     complex located in Middle River, Maryland, in the northeastern portion of
     the Baltimore PMSA, approximately 15 miles northeast of Baltimore. The
     property consists of 85 two-story townhouse and apartment buildings.
     Project amenities include a rental office, two swimming pools, kids' pool,
     two playgrounds, tennis court, gazebo and a car vacuum area. The unit mix
     includes one, two and three-bedroom units, with an overall average unit
     size of 807 sf.

     HIGHLAND VILLAGE TOWNHOMES is a 1,098-unit townhouse-style apartment
     complex located in Baltimore, Maryland, in the southwestern portion of the
     Baltimore PMSA, approximately four miles southwest of the Baltimore CBD.
     The property includes 107 two-story townhome buildings with one, two, and
     three-bedroom units, with an overall average unit size of 756 sf. Project
     amenities include a playground, laundry facility and leasing office.

     HARBOR POINT ESTATES is a 650-unit townhouse-style apartment complex
     located in Essex, Maryland, in the northeastern portion of the Baltimore
     PMSA, approximately 15 miles northeast of Baltimore. The property features
     54, two-story townhome buildings. Project amenities include a swimming
     pool, two playgrounds, a laundry facility, and a leasing office. The unit
     mix includes two and three-bedroom units with an overall average unit size
     of 862 sf.

     DUTCH VILLAGE TOWNHOMES is a 803-unit townhouse-style apartment complex
     located in Baltimore, Maryland, the northern portion of the Baltimore PMSA,
     approximately eight miles north of the Baltimore CBD. The property consists
     of 75 two-story townhome and apartment buildings. The unit mix includes
     one, two and three-bedroom units, with an overall average unit size of 752
     sf. Project amenities include a playground, laundry facility and leasing
     office.

     WHISPERING WOODS TOWNHOMES is a 524-unit townhouse-style apartment complex
     located in Baltimore, Maryland, in the northeastern portion of the
     Baltimore PMSA, approximately 14 miles northeast of the Baltimore CBD. The
     property consists of 34 two-story townhome buildings. Property amenities
     include a playground, laundry facility and leasing office. The average unit
     size is 785 sf, with a mix of one, two and three-bedroom units.

     FONTANA VILLAGE TOWNHOMES is a 356-unit townhouse-style apartment complex
     located in Rosedale, Maryland, in the northeastern portion of the Baltimore
     PMSA, approximately ten miles northeast of the Baltimore CBD. The property
     consists of 23 two-story townhouse buildings with a mix of one, two and
     three-bedroom units. The average unit size is 754 sf. Amenities include a
     playground, laundry facility, community center and leasing office.

     RIVERVIEW TOWNHOMES is a 330-unit townhouse-style apartment complex located
     in Baltimore, Maryland, in the southwestern portion of the Baltimore PMSA,
     approximately 12 miles southwest of the Baltimore CBD. The property
     consists of 39 two-story townhouse buildings with a mix of one, two and
     three-bedroom units. The average unit size is 777 sf. Property amenities
     include a playground and leasing office.


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - MARYLAND MULTIFAMILY PORTFOLIO
--------------------------------------------------------------------------------

     HAMILTON MANOR is a 245-unit garden-style apartment complex located in
     Hyattsville, MD, approximately 6 miles northeast of Washington, D.C. The
     property consists of 18 two and three-story apartment buildings. The
     average unit size is 784 sf, with a mix of one and two-bedroom apartments.
     Property amenities include a laundry facility, leasing office and
     playground.

     COVE VILLAGE APARTMENTS is a 299-unit townhouse-style apartment complex
     located in Essex, Maryland in the northeastern portion of the Baltimore
     PMSA, approximately 12 miles northeast of the Baltimore CBD. The property
     consists of 27 two-story townhouse buildings. The average unit size is 757
     sf, with a mix of one, two and three-bedroom units. Property amenities
     include a playground, laundry facility and leasing office.

     Commons at White Marsh and Harbor View were acquired in August 2002 and the
     balance of the portfolio was acquired in April 2003. Since acquisition, the
     borrower has spent approximately $20.2 million ($3,661 per unit) on
     exterior, common area and interior upgrades. Approximately 10% of the unit
     interiors have been renovated with either or both new kitchens (cabinets,
     counters, floors, appliances) and baths. At closing, $10,385,885 was
     reserved, which amount is anticipated to be sufficient to complete interior
     unit renovations. Across the portfolio, 13.5% of the units are occupied by
     Section 8 tenants.

o    THE BORROWER. The borrowers and IDOT guarantors (collectively the "MARYLAND
     MULTIFAMILY PORTFOLIO BORROWER PARTIES") are 34 single-asset,
     special-purpose, bankruptcy-remote entities, each with an independent
     director (there are a total of 17 phases of the 9 properties; each phase
     has a separate borrower and IDOT guarantor). Legal counsel to each of the
     Maryland Multifamily Portfolio Borrower Parties delivered a
     non-consolidation opinion in connection with the origination of the
     Maryland Multifamily Loan Group. The sponsors of the Maryland Multifamily
     Portfolio Borrower Parties are Sawyer Realty Holdings LLC ("SAWYER"), which
     has a 25% interest, and entities owned by Lubert-Adler Real Estate Fund
     III, L.P., Lubert-Adler Real Estate Parallel Fund III, L.P. and
     Lubert-Adler Capital Real Estate Fund III, L.P. ("LUBERT-ADLER"), which has
     a 75% interest. Sawyer is a privately held, fully integrated real estate
     investment and management company specializing in the identification,
     acquisition, improvement, operation and long-term ownership and asset
     management of multi-family properties. Sawyer currently owns and/or manages
     approximately 20,000 multi-family residential units located predominantly
     along the Eastern seaboard of the United States. Lubert-Adler is a real
     estate private equity firm specializing in redevelopments through joint
     ventures with local operating partners. The firm was co-founded by Ira
     Lubert and Dean Adler in 1997. Since its inception, Lubert-Adler has
     invested in $8 billion of real estate assets. David Rosenberg, Lubert-Adler
     Real Estate Fund III, L.P., Lubert-Adler Real Estate Parallel Fund III,
     L.P. and Lubert-Adler Capital Real Estate Fund III, L.P. (collectively, the
     "LUBERT ADLER FUND") are the guarantors under the non-recourse carveouts
     for the Maryland Multifamily Loan Group. The liability under the
     non-recourse carveout guaranty of the three Lubert Adler Fund guarantors
     identified above is capped at $10,000,000, but only with respect to
     recourse liability related to bankruptcy matters and non-permitted property
     transfers.

o    RELEASE OF COLLATERAL. The Maryland Multifamily Loan Group permits the
     release of any or all of the properties after the Maryland Multifamily
     Properties Initial Defeasance Date, subject to the satisfaction of certain
     conditions, including: (i) the delivery of defeasance collateral in an
     amount equal to the greater of (a) 120% of the allocated loan amount for
     the mortgaged property being released, except with respect to a certain
     portion of the Commons at White Marsh property, which has an allocated loan
     amount of $45,100,000, 100% of such allocated loan amount and (b) the
     amount necessary to cause the underwritten DSCR (calculated using
     underwritten cash flow and a 6.75% constant) of the Maryland Multifamily
     Properties to be equal to the greater of (x) the underwritten DSCR
     immediately preceding such release and (y) an underwritten DSCR of 1.05x;
     (ii) no event of default then existing and (iii) other standard conditions
     as specified in the related loan documents.

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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - MARYLAND MULTIFAMILY PORTFOLIO
--------------------------------------------------------------------------------

o    ESCROWS. The loan documents provide for certain escrows of real estate
     taxes and insurance and provide for collection of $257.94 per unit per
     annum into an ongoing replacement reserve account. In addition, the
     Maryland Multifamily Portfolio Borrower Parties deposited at closing
     $10,385,885 into an upfront capital reserve account to be used to complete
     interior unit renovations. At closing, the Maryland Multifamily Portfolio
     Borrower Parties funded a deferred-maintenance reserve of $632,803, which
     is 125% of the recommended amount specified in the property condition
     reports.

o    LOCKBOX AND CASH MANAGEMENT. The loan requires soft lockboxes at all of the
     properties. The loan documents require the Maryland Multifamily Portfolio
     Borrower Parties to direct the property managers at each of the Maryland
     Multifamily Properties to deposit rent checks into local property lockbox
     accounts within three business days of receipt. All local property
     lockboxes are automatically swept into a central lender-controlled account.
     On each regularly scheduled payment date, any amounts in the
     lender-controlled account, after payment of debt service and required
     reserves, are swept into a lockbox account established under the mezzanine
     loan described below, unless an event of default is continuing or the
     combined Maryland Multifamily Loan Group and mezzanine loan (described
     below) DSCR (calculated using actual cash flow and a 6.75% constant) at the
     end of any quarter falls below 1.00x from and including the 48th payment
     date through but excluding the 60th payment date, or 1.10x from and
     including the 60th payment date through but excluding the 72nd payment
     date, or 1.15x from and after the 72nd payment date, 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 Maryland Multifamily
     Loan Group).

o    PROPERTY MANAGEMENT. Sawyer Property Management, LLC, a subsidiary of
     Sawyer and an affiliate of the borrower, is the property manager for all of
     the Maryland Multifamily Properties. The property manager receives a
     management fee on the Maryland Multifamily Properties equal to 4.0% of the
     gross revenue. The lender may require the Maryland Multifamily Portfolio
     Borrower Parties to terminate the property manager following one or more of
     the following events: (i) if for any two consecutive calculation dates, the
     Maryland Multifamily Properties fail to maintain the minimum DSCR described
     above under "--Lockbox and Cash Management", (ii) an event of default is
     continuing under the Maryland Multifamily Loan Group, (iii) the property
     manager is in default under any management agreement or (iv) upon the gross
     negligence, malfeasance or willful misconduct of the property manager.

o    MEZZANINE OR SUBORDINATE INDEBTEDNESS. Concurrent with the origination of
     the Maryland Multifamily Loan Group, Potomac Realty Capital ("PRC"), an
     affiliate of Sawyer and an affiliate of the Maryland Multifamily Portfolio
     Borrower Parties, originated a $20,000,000 mezzanine loan to SRH/LA
     Chesapeake Mezzanine, LLC and SRH/LA Baltimore Mezzanine, LLC., which are
     collectively, the owners of 100% of the direct and indirect ownership
     interests in each of the Maryland Multifamily Portfolio Borrower Parties.
     The mezzanine loan has an interest rate equal to one-month LIBOR plus 6.25%
     per annum and a maturity date of July 6, 2012, which is coterminous with
     the Maryland Multifamily Loan Group. The mezzanine loan is secured by a
     pledge of the equity interests in the Maryland Multifamily Portfolio
     Borrower Parties. The mezzanine loan is subject to cash management controls
     as set forth in the loan agreement for the mezzanine loan. PRC oversees
     disbursement of the $10,385,885 upfront capital reserve described above.
     PRC, as collateral for an existing financing facility, has pledged the
     mezzanine loan to GCFP.

     Pursuant to the intercreditor agreement between the lender under the
     Maryland Multifamily Loan Group and the mezzanine lender, (i) the mezzanine
     lender has the right to cure a default under the Maryland Multifamily Loan
     Group and (ii) the holder of the Maryland Multifamily Loan Group may not
     amend the loan documents for 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - MARYLAND MULTIFAMILY PORTFOLIO
--------------------------------------------------------------------------------

     Maryland Multifamily Loan Group if the amendment increases the interest
     rate or principal amount of the Maryland Multifamily Loan Group, 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 Maryland Multifamily Portfolio Borrower Parties, which would result
     in a change of control with respect to the Maryland Multifamily Portfolio
     Borrower Parties and could result in a change in the management of the
     Maryland Multifamily 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. Notwithstanding the foregoing, so long
     as PRC is the holder of the mezzanine loan and an affiliate of the Maryland
     Multifamily Portfolio Borrower Parties, (A) PRC is not permitted to
     exercise any of the mezzanine lender's cure rights and/or purchase rights
     set forth in the intercreditor agreement with respect to the Maryland
     Multifamily Loan Group and (B) the intercreditor agreement prohibits the
     mezzanine lender from, among other things, (i) exercising foreclosure
     remedies under the mezzanine loan documents, (ii) exercising any other
     remedies under the mezzanine loan documents which could reasonably be
     expected to adversely affect the rights or remedies of lender under the
     Maryland Multifamily Loan Group, (iii) filing, joining in the filing, or
     consenting to the filing, of any insolvency action against the mezzanine
     loan borrower and (iv) seeking the appointment of (or consenting to the
     appointment of) a receiver, liquidator, assignee, trustee, sequestrator,
     custodian or any similar official for the mezzanine borrower or any
     collateral securing the mezzanine loan (or any portion thereof).

     TERRORISM INSURANCE. The loan documents require the Maryland Multifamily
     Portfolio Borrower Parties to maintain terrorism insurance in an amount
     equal to 100% of the replacement cost of the Maryland Multifamily
     Properties, provided such coverage is available.


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - JQH HOTEL PORTFOLIO A
--------------------------------------------------------------------------------




                    [JQH HOTEL PORTFOLIO A PICTURES 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]

GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - JQH HOTEL PORTFOLIO A
--------------------------------------------------------------------------------



                       [JQH HOTEL PORTFOLIO A MAP OMITTED]



----------------------------------------------------------------------------------------------------------------
                                             JQH HOTEL PORTFOLIO A
----------------------------------------------------------------------------------------------------------------

(1) OKLAHOMA CITY RENAISSANCE         10 North Boardway                         Oklahoma City       OK   73102
(2) NORTH CHARIESTON EMBASSY SUITES   5055 International Boulevard              North Charieston    SC   29418
(3) MADISON MARRIOTT                  1313 John Q Hammons Drive                 Middleton           WI   53562
(4) KANSAS CITY EMBASSY SUITES        7640 Northwest Tiffany Springs Parkway    Kansas City         MO   64153
(5) BOWLING GREEN HOLIDAY INN         1021 Wilkinson Trace                      Bowling Green       KY   42103
(6) HOUSTON MARRIOTT                  9100 Gulf Freeway                         Houston             TX   77107
(7) GREENSBORO HOMEWOOD SUITES        201 Centreport Drive                      Greensboro          NC   27409
(8) SPRINGDALE HAMPTON INN & SUITES   1700 South 48th Street                    Springdale          AR   72762
----------------------------------------------------------------------------------------------------------------



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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - JQH HOTEL PORTFOLIO A
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION

Number of Mortgaged Real Properties                                           8
Location (City/State)                                                   Various
Property Type                                                       Hospitality
Size (rooms)                                                              1,799
Percentage Occupancy Trailing 12 as of July 31, 2005                      68.1%
Year Built / Renovated                                        Various / Various
Appraisal Value                                                    $256,000,000
Underwritten Occupancy                                                    68.1%
Underwritten Revenues                                               $75,824,106
Underwritten Total Expenses                                         $52,895,746
Underwritten Net Operating Income (NOI)                             $22,928,360
Underwritten Net Cash Flow (NCF)                                    $19,895,396
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION

Originator                                                               Archon
Cut-off Date Principal Balance                                     $197,000,000
Cut-off Date Principal Balance PSF/Unit                             $109,505.28
Percentage of Initial Mortgage Pool Balance                                4.5%
Number of Mortgage Loans                                                      1
Type of Security                                                     Fee Simple
Mortgage Rate                                                            5.487%
Original Term to Maturity (Months)                                          120
Original Amortization Term (Months)                                  35 IO; 360
Cut-off Date LTV Ratio                                                    77.0%
LTV Ratio at Maturity                                                     64.7%
Underwritten DSCR on NOI                                                  1.71x
Underwritten DSCR on NCF                                                  1.48x
--------------------------------------------------------------------------------

o    THE LOAN. The mortgage loan (the "JQH HOTEL PORTFOLIO A LOAN") is evidenced
     by a single note and is secured by a first mortgage encumbering eight
     full-service hotels located in eight states (the "JQH HOTEL PORTFOLIO A
     PROPERTIES"). The JQH Hotel Portfolio A Loan was originated on September
     26, 2005 by Archon Financial L.P. and was subsequently purchased by Goldman
     Sachs Mortgage Company and had an original principal balance of
     $197,000,000. The note evidencing the JQH Hotel Portfolio A Loan has a
     principal balance as of the cut-off date of $197,000,000 and an interest
     rate of 5.487%. The proceeds of the JQH Hotel Portfolio A Loan were
     primarily used to refinance existing debt on the JQH Hotel Portfolio A
     Properties.

     The JQH Hotel Portfolio A Loan had an initial term of 120 months and has a
     remaining term of 119 months. The scheduled maturity date is the payment
     date in October 2015. Voluntary prepayment of the JQH Hotel Portfolio A
     Loan is prohibited until the payment date in April 2015. On or after the
     payment date in April 2015, full or partial prepayment is permitted on the
     JQH Hotel Portfolio A Loan without penalty. Defeasance and substitution are
     permitted with respect to the JQH Hotel Portfolio A Loan as described under
     "Defeasance and Substitution" below.

o    THE PROPERTIES. The JQH Hotel Portfolio A Properties consist of eight hotel
     properties located in eight states. The JQH Hotel Portfolio A Borrower has
     pledged its fee interest in all of the JQH Hotel Portfolio A Properties.
     The following table presents certain information relating to the JQH Hotel
     Portfolio A Properties:



                                                                        ALLOCATED                                            # OF
         PROPERTY NAME                  CITY             STATE         LOAN AMOUNT   OCCUPANCY (1)    ADR (1)   REVPAR (1)   ROOMS
-------------------------------   -----------------  ---------------  -------------  -------------    -------   ----------   -----

Oklahoma City Renaissance         Oklahoma City      Oklahoma           $44,134,109      77.7%        $120.62     $93.76       310
North Charleston Embassy Suites   North Charleston   South Carolina      38,178,295      74.1%        $116.70     $86.47       254
Madison Marriott                  Middleton          Wisconsin           31,458,915      58.2%        $101.93     $59.36       291
Kansas City Embassy Suites        Kansas City        Missouri            28,404,651      70.7%        $107.99     $76.35       235
Bowling Green Holiday Inn         Bowling Green      Kentucky            20,845,349      73.6%         $90.75     $66.81       217
Houston Marriott                  Houston            Texas               17,332,946      58.1%         $97.66     $56.70       286
Greensboro Homewood Suites        Greensboro         North Carolina       9,773,643      72.6%        $106.74     $77.50       104
Springdale Hampton Inn & Suites   Springdale         Arkansas             6,872,093      56.9%         $97.12     $55.27       102
                                                                      -------------  -------------    -------   ----------   -----
TOTAL / AVERAGE PORTFOLIO                                              $197,000,000      68.1%        $106.73     $72.63     1,799
                                                                      =============                                          =====


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

(1)  Trailing 12 months through 7/31/2005.

     OKLAHOMA CITY RENAISSANCE PROPERTY is a full-service, 310-room hotel
     located in the center of Oklahoma City, with access from Broadway and other
     major roads running through the downtown area. The property is attached to
     the 300,000 square feet Cox Convention Center. The property was originally
     completed and opened in 2000, followed by further renovations in 2004. The
     Oklahoma City Renaissance Property's amenities include an indoor pool,
     4,224 sf of meeting space, fitness center and full-service business center.


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - JQH HOTEL PORTFOLIO A
--------------------------------------------------------------------------------

     NORTH CHARLESTON EMBASSY SUITES PROPERTY is a full-service, 254-room hotel
     located between two major roadways (I-526 and I-26), eight miles north of
     downtown Charleston and two miles east of the airport. The property is
     attached to the Charleston Convention Center Complex, in close proximity to
     demand-generating business users, such as Robert Boush, Verizon and a
     Boeing contractor. The property was originally completed and opened in
     2000, followed by further renovations in 2004. The North Charleston Embassy
     Suites Property's amenities include an indoor pool, fitness center,
     business center and 118,086 sf of meeting space.

     KANSAS CITY EMBASSY SUITES PROPERTY is a full-service, 235-room hotel
     located in the northern Kansas City area in a prominent business district,
     highly visible and accessible from major roadways. The property is situated
     five miles from the Kansas City Airport. The property was originally
     completed and opened in 1989, followed by further renovations in 2003. The
     Kansas City Embassy Suites Property's amenities include an indoor pool,
     business center, fitness center and 14,608 sf of meeting space.

     BOWLING GREEN HOLIDAY INN PROPERTY is a full-service, 217-room hotel
     located in the southern portion of Bowling Green, close to I-65 (the main
     thoroughfare servicing Bowling Green). The hotel is adjacent to the Sloan
     Convention Center, a 60,000 sf facility with 35,000 sf of meeting and
     exhibit space, in a newer, developing area of Bowling Green. The property
     was completed and opened in 1995. The Bowling Green Holiday Inn Property's
     amenities include an indoor pool, business center, fitness center and 4,532
     sf of meeting space.

     MADISON MARRIOTT PROPERTY is a full-service, 291-room hotel located ten
     miles outside of downtown Madison, with good accessibility from major
     highways in the area. The property is adjacent to a 30,000 sf conference
     center and is situated in a developing market, close to a 325,000 sf
     shopping center. The property was originally completed and opened in 1985,
     followed by further renovations in 2004. The Madison Marriott Property's
     amenities include an indoor pool, business center, fitness center, 42,722
     sf of meeting space and an Enterprise rental car desk.

     HOUSTON MARRIOTT PROPERTY is a full-service, 286-room hotel located one
     mile west of Hobby Airport, Houston's primary regional airport; bounded to
     the east and north by I-45, the major thoroughfare connecting Galveston,
     Houston and Dallas. The property's proximity to the airport is the driver
     of the significant meeting and group demand. The property was originally
     completed and opened in 1985, followed by further renovations in 2002. The
     Houston Marriott Property's amenities include an indoor pool, business
     center, fitness center and 17,359 sf of meeting space.

     GREENSBORO HOMEWOOD SUITES PROPERTY is a full-service, 104-room hotel
     located one mile from I-40, the primary thoroughfare, between downtown
     Greensboro to the east and Winston Salem to the west. The property is also
     located near the Greensboro airport. The property was originally completed
     and opened in 1996 and is currently undergoing further renovations. The
     Greensboro Homewood Suites Property's amenities include an outdoor pool,
     fitness center, business center and 1,196 sf of meeting space.

     SPRINGDALE HAMPTON INN & SUITES PROPERTY is a full-service, 102-room hotel
     located near the junction of US 412 and I-540 in the prominent commercial
     area of Springdale, the corporate home of Tyson Foods and 15 miles from
     Wal-Mart's corporate headquarters. The property was originally completed
     and opened in 1995, followed by further renovations in 2002. The Springdale
     Hampton Inn & Suites Property's amenities include an outdoor pool, business
     center, fitness center and 250 sf of meeting space

o    THE BORROWER. The borrower is Atrium Finance II, LP, a special-purpose
     entity. Legal counsel to the borrower delivered a non-consolidation opinion
     in connection with the origination of the JQH Hotel Portfolio A Loan. John
     Q. Hammons Hotels, L.P. is the guarantor of the non-recourse carve-outs of
     the JQH Hotel Portfolio A Loan. John Q. Hammons Hotels, L.P. was
     established in 1989 and its principals include a founding


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - JQH HOTEL PORTFOLIO A
--------------------------------------------------------------------------------

     member of the Starwood Capital Group as well as iStar Financial, Inc. John
     Q. Hammons Hotels, L.P.'s investments are comprised of equity interests in
     the borrower and in certain other entities that own other hotels (including
     the borrower under the JQH Hotel Portfolio B Loan).

o    ESCROWS. At origination, the borrower was required to deposit $6,250, which
     represented deferred maintenance, and $6,129,764, which represented capital
     expenditures under property improvement plans required by certain of the
     franchisors of the properties. Additionally, the loan documents required
     certain escrows to be funded at origination in respect of real estate
     taxes, ground rents, insurance premiums, environmental work and FF&E.

     The loan documents also provide for the monthly funding of a reserve for
     real estate taxes, ground rents and insurance premiums with respect to the
     JQH Hotel Portfolio A Properties. In addition, the loan documents require
     the borrower to fund an FF&E reserve starting in January 2006 in the
     monthly amount equal to 4% of the trailing 12 month operating income from
     the JQH Hotel Portfolio A Properties, with a credit commencing in October
     2008 for certain excess amounts spent in the calendar year 2005 on FF&E.

     In lieu of cash escrows and reserves, the loan documents permit the
     borrower to post a letter of credit or provide a guaranty from John Q.
     Hammons Hotels, L.P. so long as John Q. Hammons Hotels, L.P. maintains a
     net worth of at least $120 million and the aggregate amount of the
     guarantees delivered pursuant to the loan documents does not exceed $8.5
     million. At origination, the borrower delivered guarantees from John Q.
     Hammons Hotels, L.P. in respect of all of the escrows and reserves.

o    LOCKBOX AND CASH MANAGEMENT. The JQH Hotel Portfolio A Loan requires a
     lockbox throughout the term of the JQH Hotel Portfolio A Loan. The loan
     documents require the borrower to deposit or cause to be deposited in a
     lender-controlled account all credit card receivables and other cash
     revenue from the JQH Hotel Portfolio A Properties received within two
     business days of receipt by the borrower, the property manager or the JQH
     Operator Lessee (as defined below), as the case may be. Provided no event
     of default is then continuing under the JQH Hotel Portfolio A Loan, all
     amounts then contained in the lockbox are swept to the borrower at the end
     of each business day (or on a less frequent basis at the borrower's
     election).

o    PROPERTY MANAGEMENT. Each of the JQH Hotel Portfolio A Properties is leased
     to Atrium TRS II, L.P. (the "JQH OPERATOR Lessee"), a special-purpose
     entity affiliated with John Q. Hammons Hotels, L.P., which operates the JQH
     Hotel Portfolio A Properties. The JQH Operator Lessee has pledged all of
     its interests in the operating leases, subleases, FF&E, accounts and its
     other assets in connection with the JQH Operator Lessee's guaranty of the
     JQH Hotel Portfolio A Loan.

     The JQH Hotel Portfolio A Properties are managed by John Q. Hammons Hotels
     Management, LLC pursuant to a management agreement between the property
     manager and the JQH Operator Lessee. John Q. Hammons Hotels Management, LLC
     is also the manager of the JQH Hotel Portfolio B Properties. The management
     fees are based on actual costs and expenses (including an allocable portion
     of overhead and salaries) and are currently approximately 1.5% of gross
     revenues. The management fees are capped at the rate that would be obtained
     in an arms-length negotiation. Upon an event of default under the JQH Hotel
     Portfolio A Loan, the lender may require the borrower to exercise, or cause
     the JQH Operator Lessee to exercise, its right under the management
     agreement to request the replacement of the property manager's senior
     management with individuals reasonably satisfactory to the lender (and
     under the management agreement, the property manager is not permitted to
     unreasonably deny such request). Upon foreclosure or deed-in-lieu of
     foreclosure on a property, the management agreement is terminable by the
     property owner with respect to that property without payment of any
     termination fee or similar amount. The management agreement is subordinate
     to the JQH Hotel Portfolio A 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - JQH HOTEL PORTFOLIO A
--------------------------------------------------------------------------------

     Each of the JQH Hotel Portfolio A Properties is operated under a franchise
     flag. Two of the JQH Hotel Portfolio A Properties are operated under an
     Embassy Suites flag, two are operated under a Marriott flag, one is
     operated under a Hampton Inn & Suites flag, one is operated under a Holiday
     Inn flag, one is operated under a Homewood Suites flag and one is operated
     under a Renaissance flag.

o    DEFEASANCE AND SUBSTITUTION. From and after the second anniversary of the
     Issue Date, provided no event of default is then continuing under the JQH
     Hotel Portfolio A Loan, the borrower may obtain the release of one or more
     of the JQH Hotel Portfolio A Properties by defeasing with permitted
     government securities individual properties comprising the JQH Hotel
     Portfolio A, subject to the satisfaction of certain requirements,
     including, (i) unless the JQH Hotel Portfolio A Loan is defeased in full, a
     JQH Hotel Portfolio A DSCR for the 12 month period ending on the fiscal
     quarter most recently ended (after giving effect to such defeasance and
     excluding interest expense on the aggregate amount defeased) of not less
     than 1.35x, (ii) delivery of defeasance collateral sufficient to provide
     payments on a portion of the JQH Hotel Portfolio A Loan equal to the JQH
     Defeasance Amount and (iii) 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-GG5
     certificates. The debt service coverage ratio for the JQH Hotel Portfolio A
     Loan (the "JQH HOTEL PORTFOLIO A DSCR") is calculated based on trailing 12
     months' net operating income and a loan constant of 6.80%. The JQH
     Defeasance Amount under the JQH Hotel Portfolio A Loan is (1) 102%, until
     5% of the JQH Hotel Portfolio A Loan has been defeased; then (2) 110%,
     until 10% of the JQH Hotel Portfolio A Loan has been defeased; then (3)
     115%, until 20% of the JQH Hotel Portfolio A Loan has been defeased; then
     (4) 120%, until 30% of the JQH Hotel Portfolio A Loan has been defeased;
     and then (z) 125%.

o    Additionally, the borrower is permitted until October 6, 2014 to substitute
     up to two of the JQH Hotel Portfolio A Properties with other properties
     which have values (based on an appraisal less than three months old) equal
     to or greater than the higher of (x) the initial appraised value of the
     corresponding replaced properties and (y) the then current value (based on
     an appraisal less than twelve months old) of the replaced property (which
     may be tested in the aggregate), subject to the satisfaction of certain
     requirements, including (i) a JQH Hotel Portfolio A DSCR (after giving
     effect to the property substitution) for the 12 month period ending on the
     fiscal quarter then most recently ended of not less than 1.35x, and (ii)
     with respect to the second property substitution but not the first property
     substitution, 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-GG5 certificates.

o    MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not permitted.

o    TERRORISM INSURANCE. The loan documents require the borrower to maintain
     "all-risk" insurance in an amount equal to 100% of the full replacement
     cost of the JQH Hotel Portfolio A Properties. This insurance must have a
     deductible that does not exceed $500,000, provided that a loss limit of not
     less than $300,000,000 is permitted, subject to the lender's reasonable
     approval in the case of any addition after the origination date of any real
     property covered under the same umbrella policy. The borrower is also
     required to obtain coverage for terrorism (either as part of its "all-risk"
     policy or as a separate policy) providing casualty insurance in an
     aggregate amount equal to not less than $70,000,000 per occurrence, and
     business interruption and liability coverage consistent with the
     requirements set forth in the loan documents, if and to the extent that
     this coverage (i) is then being obtained by prudent owners of real estate
     in the United States of a similar type and quality and in a similar
     location to the applicable JQH Hotel Portfolio A Properties, or (ii) is
     otherwise available for an annual premium (computed after taking into
     account the effect of any subsidies or credits that may be provided to the
     borrower by or pursuant to any law, regulation, policy or other initiative
     relating to the purchase and/or maintenance of terrorism insurance enacted
     by any governmental authority) that is less than or equal to the product of
     (x) $10,000 (as adjusted on each anniversary of the originate date by a
     percentage equal to 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - JQH HOTEL PORTFOLIO A
--------------------------------------------------------------------------------

     percentage increase in the consumer price index during the preceding
     twelve-month period), times (y) the number of JQH Hotel Portfolio A
     Properties (the "JQH MAXIMUM PREMIUM"). If neither clause (i) nor clause
     (ii) of the preceding sentence is satisfied, then the borrower is required
     obtain terrorism coverage (at a premium that does not exceed the JQH
     Maximum Premium) from such insurers, and with such coverage, as shall be
     acceptable to the lender in its reasonable discretion.


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 550 WEST JACKSON BOULEVARD
--------------------------------------------------------------------------------




                  [550 WEST JACKSON BOULEVARD PICTURE 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]



GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 550 WEST JACKSON BOULEVARD
--------------------------------------------------------------------------------




                    [550 WEST JACKSON BOULEVARD 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 550 WEST JACKSON BOULEVARD
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION

Number of Mortgaged Real Properties                                            1
Location (City/State)                                          Chicago, Illinois
Property Type                                                             Office
Size (sf)                                                                407,436
Percentage Leased as of October 7, 2005                                 87.1%(1)
Year Built/Year Renovated                                         1960/1999-2002
Appraisal Value                                                     $137,100,000
Underwritten Occupancy                                                     90.0%
Underwritten Revenues                                                $13,984,346
Underwritten Total Expenses                                           $5,061,116
Underwritten Net Operating Income (NOI)                               $8,923,230
Underwritten Net Cash Flow (NCF) (1)                                  $8,862,113
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION

Originator                                                                  GCFP
Cut-off Date Principal Balance                                      $110,400,000
Cut-off Date Principal Balance PSF/Unit                                  $270.96
Percentage of Initial Mortgage Pool Balance                                 2.5%
Number of Mortgage Loans                                                       1
Type of Security                                                      Fee Simple
Mortgage Rate                                                             5.445%
Original Term to Maturity (Months)                                           120
Original Amortization Term (Months)                        60 IO; 360 thereafter
Cut-off Date LTV Ratio                                                     80.5%
LTV Ratio at Maturity                                                      74.8%
Underwritten DSCR on NOI                                                   1.19x
Underwritten DSCR on NCF(2)                                                1.19x
--------------------------------------------------------------------------------

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

(1)  Includes the master leased space; excluding the master leased space results
     in occupancy of 83.1%.

(2)  NCF is based on stabilized occupancy at 90.0%. In-place NCF based on actual
     87.1% of available space leased and paying rent is $8,692,820, resulting in
     a DSCR of 1.16x.

o    THE LOAN. The mortgage loan (the "550 WEST JACKSON TRUST LOAN") is
     evidenced by a single note and is secured by a first mortgage encumbering a
     407,436 sf class-A office building located in Chicago, Illinois (the "550
     WEST JACKSON PROPERTY"). The 550 West Jackson Trust Loan represents
     approximately 2.5% of the initial mortgage pool balance. The 550 West
     Jackson Trust Loan was originated on October 7, 2005, has an original
     principal balance and a principal balance as of the cut-off date of
     $110,400,000, and an interest rate of 5.445% per annum. The DSCR and LTV on
     the 550 West Jackson Trust Loan are 1.19x and 80.5%, respectively. The
     proceeds of the 550 West Jackson Trust Loan facilitated the acquisition of
     the 550 West Jackson Property by the borrower for a purchase price of
     $126,550,000. Including reserves, escrows and costs of approximately
     $10,389,688, the borrower invested approximately $20,439,688 in the project
     at origination.

     The 550 West Jackson Trust Loan is the senior portion of a whole mortgage
     loan with an original principal balance of $116,500,000. The companion loan
     to the 550 West Jackson Trust Loan is evidenced by a separate note with an
     original principal balance and a principal balance as of the cut-off date
     of $6,100,000 and an interest rate of 5.445% per annum (the "550 WEST
     JACKSON SUBORDINATE COMPANION LOAN"). The 550 West Jackson Subordinate
     Companion Loan is not an asset of the trust. The 550 West Jackson Trust
     Loan and the 550 West Jackson Subordinate Companion Loan (collectively, the
     "550 WEST JACKSON 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-GG5 pooling and servicing agreement.

     The DSCR and LTV on the 550 West Jackson Loan Group are 1.12x and 85%,
     respectively.

     The 550 West Jackson Trust Loan has an initial term of 120 months and a
     remaining term of 120 months. The loan requires payments of interest only
     for 60 months and amortizes thereafter based on a 360-month amortization
     schedule, with required monthly payments of $623,034.71 beginning December
     6, 2010. The scheduled maturity date is November 6, 2015. Voluntary
     prepayment of the 550 West Jackson Trust Loan is prohibited prior to the
     payment date of August 6, 2015 and permitted on such payment date and
     thereafter without penalty. Defeasance with United States government
     securities or other approved non-callable government securities is
     permitted from December 6, 2007.

o    THE PROPERTY. The 550 West Jackson Property is an 18-story, multi-tenant
     office building comprising 407,436 sf with two levels of below-grade
     parking. The building is located in Chicago's West Loop, two blocks west of


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 550 WEST JACKSON BOULEVARD
--------------------------------------------------------------------------------

     the Chicago River, directly across the street from Union Station, and
     within walking distance of Chicago's four major financial exchanges. The
     building was completely redeveloped between 1999 and 2002. Building
     amenities include a conference center, a fitness center, parking garage and
     sundry store. Investment-grade tenants and subsidiaries of investment-grade
     companies occupy 31.5% of the 550 West Jackson Property and include Calyon
     Financial, United States Government (GSA), Guardian Life Insurance Co., and
     RBS Greenwich Capital.

     The largest tenant is REFCO Group Ltd., which occupies 162,282 sf (39.8% of
     NRA) and leases seven full floors. The REFCO lease expires in March 2015
     and contains one five-year extension option. The second largest tenant is
     Calyon Financial, which occupies 52,788 sf (13.0% of NRA) and leases two
     floors. The Calyon Financial lease expires August 2019. One floor (16,123
     sf) of the 550 West Jackson Property is master leased to Mark Karasick and
     the rent payments due under the master lease are personally guaranteed by
     Mark Karasick for a period of 18 months at a gross rental rate of
     $540,120.50 per year ($33.50 psf).

     As of October 7, 2005, the 550 West Jackson Property was 87.1% leased
     (including the master lease space). Excluding the master lease space, the
     550 West Jackson Property was 83.1% leased.

     The following table presents certain information relating to the major
     office tenants at the 550 West Jackson Property:


                  LARGEST TENANTS BASED ON ANNUALIZED BASE RENT



                           CREDIT                              ANNUALIZED    % OF TOTAL    ANNUALIZED
                           RATING                             UNDERWRITTEN   ANNUALIZED   UNDERWRITTEN
                       (FITCH/MOODY'S/                 % OF     BASE RENT   UNDERWRITTEN    BASE RENT       LEASE
     TENANT NAME           S&P)(1)      TENANT NRSF    NRSF        ($)        BASE RENT   ($ PER NRSF)    EXPIRATION
---------------------- ---------------  -----------   ------  ------------  ------------  ------------    ----------

Refco Group LTD., LLC     NR/B2/B+        162,282      39.8%   $4,170,021       45.4%        $25.70        3/31/2015
GSA/Food and Drug
  Administration         AAA/Aaa/AAA       33,016       8.1     1,328,894       14.5         $40.25        9/19/2012
Calyon Financial         AA/Aa2/AA-        52,788      13.0     1,063,678       11.6         $20.15        8/31/2019
MCI WorldCom               B/B2/B+         21,568       5.3       711,744        7.8         $33.00        2/28/2012
Master Lease (Mark
  Karasick)(2)                             16,123       4.0       540,121        5.9         $33.50        1/31/2007
                                        -----------   ------  ------------  ------------  ------------
TOTAL LARGEST TENANTS                     285,777      70.1%    7,814,458       85.2%        $27.34
Remaining Tenants                          68,901      16.9    $1,361,175       14.8         $19.76
Vacant Space(3)                            52,758      12.9
TOTAL/WTD. AVG. ALL
                                        -----------   ------  ------------  ------------  ------------
  TENANTS                                 407,436     100.0%   $9,175,633      100.0%        $25.87
                                        ===========   ======  ============  ============


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

(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

(2)  Sponsor of the 550 West Jackson Borrower.

(3)  Does not include space leased under the Master 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 550 WEST JACKSON BOULEVARD
--------------------------------------------------------------------------------

     The following table presents certain information relating to the office
     lease rollover schedule at the 550 West Jackson Property:


                          LEASE EXPIRATION SCHEDULE(1)



                                                                                                       ANNUALIZED
                                                                       ANNUALIZED         % OF        UNDERWRITTEN
    YEAR ENDING         EXPIRING          % OF         CUMULATIVE     UNDERWRITTEN       TOTAL         BASE RENT
   DECEMBER 31,           NRSF         TOTAL NRSF    OF TOTAL NRSF   BASE RENT ($)     BASE RENT      ($ PER NRSF)
-------------------    ----------      ----------    -------------   -------------     ---------      ------------

2005                      4,390            1.1%            1.1%                $0          0.0%           $0.00
2006                          0            0.0             1.1%                 0          0.0            $0.00
2007                     16,123            4.0             5.0%           540,121          5.9           $33.50
2008                        362            0.1             5.1%             6,426          0.1           $17.75
2009                          0            0.0             5.1%                 0          0.0            $0.00
2010                          0            0.0             5.1%                 0          0.0            $0.00
2011                          0            0.0             5.1%                 0          0.0            $0.00
2012                     70,707           17.4            22.5%         2,431,782         26.5           $34.39
2013                          0            0.0            22.5%                 0          0.0            $0.00
2014                     21,627            5.3            27.8%           464,981          5.1           $21.50
2015 & Thereafter       241,469           59.3            87.1%         5,732,323         62.5           $19.33
Vacant                   52,758           12.9           100.0%               N/A          N/A              N/A
                      ----------      ----------    -------------   -------------     ---------      ------------
TOTAL/WTD. AVG.         407,436          100.0%                        $9,175,633        100.0%          $25.87
                      ==========      ==========                    =============     =========


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

(1)  Calculated based on approximate square footage occupied by each tenant.

o    THE BORROWER. The borrower, West Loop Associates LLC ("550 WEST JACKSON
     BORROWER"), is a single-asset, bankruptcy remote entity with an independent
     director. Legal counsel to the 550 West Jackson Borrower delivered a
     non-consolidation opinion in connection with the origination of the 550
     West Jackson Trust Loan. The sponsor of the 550 West Jackson Borrower is
     Mark Karasick. As of October 7, 2005, no other individual owns greater than
     a 15.15% interest in the 550 West Jackson Borrower. Mr. Karasick guaranteed
     the non-recourse carveouts of the 550 West Jackson Loan Group. As of June
     30, 2005, Mr. Karasick reported a net worth of $110,070,000 and liquidity
     of $15,470,000. Mr. Karasick has been actively involved in real estate
     investment, ownership and management for nearly 25 years.

o    ESCROWS. The loan documents provide for certain escrows of real estate
     taxes and insurance premiums. Additionally, on each payment date,
     commencing on December 6, 2006, the loan documents require the borrower to
     make monthly payments totaling $45,544 per year for replacement reserves
     and $101,493 per year for a tenant improvement and leasing commission
     reserve. 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. At closing, the borrower deposited
     $3,950,000 into the tenant improvement and leasing commission reserve
     account for leasing expenses associated with currently vacant space at the
     550 West Jackson Property. In addition, at closing the borrower deposited
     (A) $647,040 into the tenant improvement and leasing commission reserve
     account for a tenant improvement obligation to be paid to MCI Worldcom in
     March 2007 and (B) $1,350,000 into a "free rent" reserve account, which
     amounts will be used to simulate full rent payments under certain leases at
     the 550 West Jackson Property during the applicable "free rent" or "rent
     abatement" periods under the applicable leases.

     The loan documents also provide for an additional springing tenant
     improvement and leasing commission reserve (the "550 WEST JACKSON MAJOR
     LEASE RESERVE") which will commence (i) in the event that the lease (or any
     material portion of the lease) to REFCO Group Ltd. at the 550 West Jackson
     Property is surrendered, cancelled or terminated prior to its then current
     expiration date, (ii) in the event that REFCO Group Ltd. (and/or any future
     tenant occupying more than 100,000 rentable sf at the 550 West Jackson
     Property) either discontinues its

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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 550 WEST JACKSON BOULEVARD
--------------------------------------------------------------------------------

     business at the 550 West Jackson Property or gives notice that it intends
     to discontinue its business at the 550 West Jackson Property, (iii) 24
     months prior to the expiration of the lease term, (iv) upon an event of
     default under the lease and (v) other standard triggers as stipulated in
     the loan documents.

o    LOCKBOX AND CASH MANAGEMENT. The loan requires a hard lockbox, which is
     already in place. The loan documents require that all rents received by (or
     on behalf of) the borrower 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 three business days after
     receipt. Unless a 550 West Jackson Cash Trap Period is in effect, any
     excess amounts in the lender controlled account (after the payment of debt
     service on the 550 West Jackson Loan Group and all monthly reserve
     payments) will be disbursed to the borrower. A "550 WEST JACKSON CASH TRAP
     PERIOD" means any period during which (i) an event of default (as defined
     in the loan documents) has occurred and is continuing, until the event of
     default is cured, (ii) the DSCR (based on actual net cash flow and a 7%
     constant) as of the end of any calendar quarter is less than (a) 0.95x
     during the period through (but excluding) November 6, 2010 and (b) 1.13x
     thereafter, until the applicable DSCR minimum threshold has been achieved
     for two consecutive calendar quarters, and (iii) during any time that the
     550 West Jackson Major Lease Reserve is triggered, as described under
     "--Escrows" above.

o    PROPERTY MANAGEMENT. The 550 West Jackson Property is managed by Mark
     Goodman & Associates, Inc. Mark Goodman & Associates has managed the
     property since it was redeveloped in 2002 and was the seller of the 550
     West Jackson Property. The property manager receives a fee of 3% of total
     revenues. The lender may replace the property manager (i) if for any two
     consecutive calculation dates the 550 West Jackson Property fails to
     maintain the minimum DSCR described above under "--Lockbox and Cash
     Management", (ii) if an event of default is continuing under the 550 West
     Jackson Loan Group, (iii) if the property manager is in default under the
     management agreement, or (iv) upon the gross negligence, malfeasance or
     willful misconduct of the property manager.

o    MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not permitted.

o    TERRORISM INSURANCE. The 550 West Jackson 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 replacement cost of the 550 West Jackson Property,
     provided that such coverage is available. In the event that coverage for
     terrorism is not included as part of the "all risk" property policy, the
     borrower will be required to obtain coverage for terrorism (as stand alone
     coverage) to the extent available, in an amount equal to 100% of the
     replacement cost of the 550 West Jackson Property, subject to a premium cap
     equal to 150% of the aggregate insurance premiums payable with respect to
     all required insurance coverage for the last policy year in which coverage
     for terrorism was included as part of an all-risk policy, adjusted annually
     by a percentage equal to the increase in the Consumer Price Index. See
     "Risk Factors--Risks Related to the Underlying Mortgage Loans" 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - GATEWAY AT LAKE SUCCESS
--------------------------------------------------------------------------------




                   [GATEWAY AT LAKE SUCCESS PICTURES 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - GATEWAY AT LAKE SUCCESS
--------------------------------------------------------------------------------




                      [GATEWAY AT LAKE SUCCESS 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - GATEWAY AT LAKE SUCCESS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION

Number of Mortgaged Real Properties                                            1
Location (City/State)                                     Lake Success, New York
Property Type                                                             Office
Size (sf)                                                                671,794
Percentage Leased as of August 19, 2005                                    97.4%
Year Built                                                                  1985
Appraisal Value                                                     $140,000,000
Underwritten Occupancy                                                     97.0%
Underwritten Revenues                                                $19,076,261
Underwritten Total Expenses                                           $9,163,908
Underwritten Net Operating Income (NOI)                               $9,912,353
Underwritten Net Cash Flow (NCF)                                      $9,139,790
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION

Originator                                                                  GCFP
Cut-off Date Principal Balance                                      $110,000,000
Cut-off Date Principal Balance PSF/Unit                                  $163.74
Percentage of Initial Mortgage Pool Balance                                 2.5%
Number of Mortgage Loans                                                       1
Type of Security                                                      Fee Simple
Mortgage Rate                                                             6.575%
Original Term to Maturity (Months)                                            60
Original Amortization Term (Months)                                Interest Only
Cut-off Date LTV Ratio                                                     78.6%
LTV Ratio at Maturity                                                      78.6%
Underwritten DSCR on NOI                                                   1.35x
Underwritten DSCR on NCF                                                   1.25x
--------------------------------------------------------------------------------

o    THE LOAN. The mortgage loan (the "GATEWAY AT LAKE SUCCESS LOAN") is
     evidenced by a single note and is secured by a first mortgage encumbering a
     two-building office complex located within an unincorporated area of the
     Town of North Hempstead known as Lake Success, Long Island, New York (the
     "GATEWAY AT LAKE SUCCESS PROPERTY"). The Gateway at Lake Success Loan
     represents approximately 2.5% of the initial mortgage pool balance. The
     Gateway at Lake Success Loan was originated on August 26, 2005, had an
     original principal balance of $110,000,000 and a principal balance as of
     the cut-off date of $110,000,000, and an interest rate of 6.575% per annum.
     The DSCR and LTV on the Gateway at Lake Success Loan are 1.25x and 78.6%,
     respectively. The proceeds of the Gateway at Lake Success Loan were used to
     refinance existing debt totaling $81,180,358, fund reserves, pay closing
     costs and return equity to the borrower.

     The Gateway at Lake Success Loan has an initial term of 60 months and a
     remaining term of 58 months. The Gateway at Lake Success Loan requires
     payments of interest only for the entire term. The scheduled maturity date
     is September 6, 2010. Voluntary prepayment of the Gateway at Lake Success
     Loan is prohibited prior to the payment date of June 6, 2010 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
     December 6, 2007.

o    THE PROPERTY. The Gateway at Lake Success Property is a 671,794 sf
     two-building office complex located at 1981 and 1983 Marcus Avenue in Lake
     Success, New York. Constructed in 1985, the buildings each have two
     above-grade floors, one below-grade windowed floor and one subterranean
     concourse level. The buildings each feature a four-story atrium lobby with
     skylights, trees, and exposed glass elevator cabs. Amenities include a
     full-service cafe in the concourse level of each building, a fitness
     center, dry cleaner and Federal Express office. Parking is provided in a
     three-level below-grade parking structure and surface lot that, combined,
     provide approximately 2,650 spaces, or 3.9 spaces per 1,000 sf of office
     space. The configuration of the buildings with a central core results in
     floor plates that can accommodate either large or small users.

     As of August 19, 2005, the Gateway at Lake Success Property was 97.4%
     leased. The largest tenant at the Gateway at Lake Success Property is North
     Fork Bancorporation Inc,, ("North Fork") a publicly-traded company on the
     NYSE ("NFB") (S&P: BBB+; Moody's: A2; Fitch: A-), whose space is currently
     dark. The space was formally leased and occupied by Greenpoint Bank, which
     was acquired by North Fork in October 2004. North Fork leases 118,007 sf
     (17.6%) of the property until December 2011. Upon acquiring Greenpoint
     Bank, North Fork no longer needed space at the subject and vacated in April
     2005. North Fork has assumed and continues to pay all obligations due under
     its lease. The second largest tenant at the Gateway at Lake Success
     property is State Farm Mutual Automobile Insurance Company, which has two
     leases, one for 58,475 square feet expiring July 2009 and one for 19,491
     square feet expiring December 2009. The combined square

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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - GATEWAY AT LAKE SUCCESS
--------------------------------------------------------------------------------

     footage of both leases totals approximately 11.6% of the property. The
     Gateway at Lake Success Property is leased to a total of 80 tenants. The
     five largest tenants occupy less than 50% of the overall square footage.

     The following table presents certain information relating to some of the
     largest tenants at the Gateway at Lake Success Property:


                  LARGEST TENANTS BASED ON ANNUALIZED BASE RENT



                          CREDIT                           ANNUALIZED    % OF TOTAL    ANNUALIZED
                          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
-------------------- ---------------  -------    ------   ------------  ------------  ------------  ---------------------

North Fork Bank(2)     BBB+/A3/BBB    118,007     17.6%   $2,799,410       17.1%         $23.72          12/27/2011
State Farm Mutual
  Automobile
  Insurance Company     AA+/Aa1/AA     77,966     11.6     2,095,662       12.8          $26.88     7/31/09 & 12/31/09(3)
Washington Mutual
  Bank, N.A.             A/A3/A-       32,019      4.8       971,038        5.9          $30.33           8/31/2008
Early Childhood
  Development               NR         37,503      5.6       944,130        5.8          $25.17     3/31/10 & 11/30/10(4)
Tender Loving Care          NR         34,574      5.1       929,093        5.7          $26.87           9/30/2010
                                      -------    ------   ------------  ------------  ------------
Total Largest Tenants                 300,069     44.7%   $7,739,334       47.2%         $25.79
Remaining Tenants                     353,973     52.7     8,667,409       52.8          $24.49
Vacant Space                           17,752      2.6
                                      -------    ------   ------------  ------------  ------------
TOTAL/WTD. AVG. ALL
  TENANTS                             671,794    100.0%   $16,406,742     100.0%         $25.09
                                      =======    ======   ============  ============


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

(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

(2)  This tenant vacated its space in April 2005. The tenant is obligated to
     make lease payments until the lease expiration date and has continued to
     pay its obligations under its lease.

(3)  58,475 sf expires on 7/31/09 and 19,491 sf expires on 12/31/09. (4) 33,834
     sf expires on 3/31/10 and 3,669 sf expires on 11/30/10.

     The following table presents certain information relating to the lease
     rollover schedule at Gateway at Lake Success Property:


                          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                             38,357          5.7%           5.7%         $781,465         4.8%         $20.37
2006                             24,742          3.7            9.4%          619,178         3.8          $25.03
2007                             45,128          6.7           16.1%        1,212,340         7.4          $26.86
2008                             88,132         13.1           29.2%        2,468,698        15.0          $28.01
2009                            100,943         15.0           44.3%        2,656,828        16.2          $26.32
2010                            122,060         18.2           62.4%        3,014,141        18.4          $24.69
2011                            183,786         27.4           89.8%        4,403,953        26.8          $23.96
2012                             15,068          2.2           92.0%          306,731         1.9          $20.36
2013                             27,412          4.1           96.1%          765,884         4.7          $27.94
2014                              2,900          0.4           96.5%           65,714         0.4          $22.66
2015                              5,514          0.8           97.4%          111,810         0.7           $0.00
Vacant                           17,752          2.6          100.0%
                             -------------   ----------    -------------  -------------  ------------   ------------
TOTAL/WTD. AVG.                 671,794        100.0%                     $16,406,742       100.0%         $25.09
                             =============   ==========                   =============  ============


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

(1)  Calculated based on approximate square footage occupied by each tenant.


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - GATEWAY AT LAKE SUCCESS
--------------------------------------------------------------------------------

o    THE BORROWER. The borrower is RP Stellar Strong Island Owner LLC ("GATEWAY
     AT LAKE SUCCESS BORROWER"), a special-purpose, bankruptcy-remote entity
     with an independent director. Legal counsel to the Gateway at Lake Success
     Borrower delivered a non-consolidation opinion in connection with the
     Gateway at Lake Success Loan. The sponsors of the borrower are Stellar
     Management and Rockpoint Real Estate Fund I, LP. Stellar, formed in 1986,
     is an owner-operator of more than 9,000 apartment units and 3 million sf of
     office space in the New York metropolitan area, Washington, D.C. and south
     Florida markets. The principals of Stellar Management are Laurence Gluck
     and Robert Rosania. As of June 30, 2005, Mr. Gluck had a net worth of
     $425.7 million and liquid assets totaling over $92.7 million. Mr. Gluck
     serves as the recourse carve-out guarantor; provided, however, there are no
     recourse obligations related to environmental conditions as long as an
     environmental insurance policy in form and substance satisfactory to lender
     in its sole and absolute discretion is maintained. The policy currently in
     place, which was approved by lender, is for $3,000,000 and expires April
     30, 2008. Lender is named as additional insured/loss payee/mortgagee.
     Rockpoint is a global real estate investment and asset management company,
     and one of the largest real estate opportunity funds in the U.S. Since
     1995, the principals of Rockpoint have invested $4.0 billion of equity in
     146 separate transactions with a total capitalization of approximately
     $15.3 billion through Westbrook Real Estate Funds I - IV. The Gateway at
     Lake Success Property was acquired by the sponsors from Fair Oak, a fund
     managed by General Electric on February 18, 2005 for $107,000,000, which at
     the time was below the market value for the property. The below-market
     price was a result of uncertainty that existed regarding the costs of
     necessary garage repairs (see "--Escrows" below) as well as the status of
     one of the tenants, Tender Loving Care Health Services, then in bankruptcy
     (the bankrupt company has since been acquired and its lease extended). The
     sponsors' basis in the Gateway at Lake Success Property, after escrows and
     closing costs is approximately $120,000,000 and the sponsors have no cash
     equity remaining in the Gateway at Lake Success Property.

o    ESCROWS. The loan documents provide for certain escrows for real estate
     taxes and insurance and other items described below. At closing, the
     Gateway at Lake Success Borrower deposited $227,813 into a deferred
     maintenance reserve for the payment of short term or immediate required
     repairs and installation of a card-reader security system at the Gateway at
     Lake Success Property, and $6,000,000 into a parking reserve for required
     repairs to the parking structure. At closing, the Gateway at Lake Success
     Borrower also deposited $1,750,000 into a capital expense reserve and is
     required to make monthly deposits into this reserve based on $0.15 psf per
     year. A leasing reserve is funded monthly based on $1.25 psf per year, and
     during the final year of the term, additional monthly deposits (the
     "SUPPLEMENTAL ROLLOVER DEPOSITS") are required which would total $1,261,120
     in the final year of the term (which Supplemental Rollover Deposits
     represent the principal amortization component that would have been payable
     under both the Gateway at Lake Success Loan and the mezzanine loan
     described below, had amortization payments been required during the final
     year of the term based on a 30 year amortization schedule (instead of
     interest only payments)). Regular deposits into the leasing reserve are
     capped at $3,350,000 (which cap does not include the Supplemental Rollover
     Deposits). In addition to the foregoing regular deposits into the leasing
     reserve, the Gateway at Lake Success Loan documents provide that (i) during
     certain lease sweep periods (defined as (1) 12 months prior to the
     expiration of the North Fork Bank lease or State Farm Insurance lease, (2)
     if either of lease is not renewed, (3) if either lease is terminated or
     surrendered, (4) if a monetary default under either lease occurs; or (5) if
     either tenant is the subject of an insolvency proceeding), an amount equal
     to the base rent and additional rent payable under the lease that gave rise
     to the subject sweep period is required to be deposited from excess cash
     flow into a special leasing reserve for purposes of providing funds to
     re-tenant the space under such lease and (ii) on each regularly scheduled
     payment date during a "North Fork Bank Lease Sweep Period" (defined as 2
     years after the loan closing date, if the North Fork Bank lease space has
     not been re-tenanted to one or more replacement tenants reasonably
     acceptable to the lender under leases that (1) cover the entirety of the
     North Fork Bank lease space, (2) are on economic terms (including base
     rent, additional rent and recoveries and any free rent periods) at least as
     favorable to the landlord as those contained in the North Fork Bank lease,
     and (3) are otherwise acceptable to lender in its reasonable discretion), a
     portion of excess cash flow in an amount equal to the base rent and


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - GATEWAY AT LAKE SUCCESS
--------------------------------------------------------------------------------

     additional rent payable under the North Fork Bank lease is required to be
     deposited into a special North Fork Bank leasing reserve for purposes of
     providing funds to re-tenant the North Fork Bank lease space.

o    LOCKBOX AND CASH MANAGEMENT. The loan requires a hard lockbox, which is
     already in place. The loan documents require the borrower to direct tenants
     to pay their rents directly to a lender controlled hard lockbox. The loan
     documents also require that all rents received by the borrower or the
     property manager be deposited into the lender controlled account (as well
     as any other rents, receipts, security deposits or payments related to
     lease termination or default) within one business day of receipt. 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 required to be swept into a lockbox account
     established under the mezzanine loan described below, unless a "Cash Trap
     Period" (defined below) is continuing. During a Cash Trap Period, all
     remaining cash (after payment of debt service, reserves, approved operating
     expenses and required payments due under the mezzanine loan described
     below) is required to be deposited into a cash collateral account, which
     funds may be applied to the debt upon an event of default under the Gateway
     at Lake Success Loan. A "CASH TRAP PERIOD" will exist (i) during the
     continuance of an event of default under the Gateway at Lake Success Loan
     or (ii) if as of the last day of any calendar quarter, the combined DSCR
     (based on the debt service due under the Gateway at Lake Success Loan and
     the mezzanine loan described below assuming a 30 year amortization
     schedule) is less than 0.85x with respect to any calendar quarter through
     and including September 30, 2007, 0.90x between December 31, 2007 and
     September 30, 2009, and 1.05x thereafter.

o    PROPERTY MANAGEMENT. Sutton and Edwards is the property manager for the
     Gateway at Lake Success Property. The lender may replace the property
     manager if (i) an event of default is continuing, (ii) the minimum DSCR
     test (as described above under "Lockbox and Cash Management") is not met,
     (iii) the manager is in default under the management agreement beyond the
     expiration of any applicable notice and cure period, or (iv) upon the gross
     negligence, malfeasance or willful misconduct of the property manager. The
     management fee is equal to 1.0% of all rent and other income collected from
     tenants at the Gateway at Lake Success Property. Leasing commissions are
     payable separately based on a fixed schedule.

o    MEZZANINE OR SUBORDINATE INDEBTEDNESS. GCFP originated a $15,000,000
     mezzanine loan to RP Stellar Strong Island Mezz LLC, the sole member of the
     Gateway at Lake Success Borrower (the "MEZZANINE BORROWER"). The mezzanine
     loan is coterminous with the Gateway at Lake Success Loan. As of the
     cut-off date, the principal balance of the mezzanine loan is $15,000,000,
     and the interest rate is 6.575%. The mezzanine loan requires payments of
     interest only for the term of the loan. The mezzanine loan is subject to
     cash management controls as set forth in the loan agreement for such
     mezzanine loan. Under the mezzanine loan documents and the intercreditor
     agreement, the mezzanine lender has the right to cure a default under the
     senior loan documents. In addition, if the Gateway at Lake Success Loan has
     been accelerated or a foreclosure proceeding has been commenced, or the
     Gateway at Lake Success Loan becomes a "specially serviced mortgage loan"
     as a result of a monetary event of default under the Gateway at Lake
     Success Loan documents that the special servicer determines may result in
     an impairment of the Gateway at Lake Success Loan, then the mezzanine
     lender may purchase the Gateway at Lake Success Loan from the trust at par.
     The senior lender may not amend the Gateway at Lake Success Loan documents
     without the consent of the holder of the mezzanine loan if the amendment
     increases the interest rate or principal amount of the Gateway at Lake
     Success 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
     membership interests in the senior borrower, which would result in a change
     of control with respect to the senior borrower and could result in a change
     in the management of the Gateway at Lake Success Property. Transfer of the
     mezzanine lender's interest in the mezzanine loan is governed by the terms
     of the intercreditor agreement, which will prohibit transfers of more than
     49% of the mezzanine lender's interest in the mezzanine loan unless

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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - GATEWAY AT LAKE SUCCESS
--------------------------------------------------------------------------------

     such transfer is to a "qualified transferee" under the intercreditor
     agreement or rating agency approval has been obtained.

o    TERRORISM INSURANCE. The Gateway at Lake Success 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 replacement cost of the Gateway at Lake Success
     Property, provided that such coverage is commercially available. In the
     event that coverage for terrorism is not included as part of the "all risk"
     property policy, the borrower will, nevertheless be required to obtain
     coverage for terrorism (as stand alone coverage) to the extent available,
     in an amount equal to 100% of the replacement cost of the Gateway at Lake
     Success Property, subject to a premium cap equal to 150% of the aggregate
     insurance premiums payable with respect to all required insurance coverage
     for the last policy year in which coverage for terrorism was included as
     part of an all-risk policy, adjusted annually by a percentage equal to the
     increase in the Consumer Price Index. See "Risk Factors--Risks Related to
     the Underlying Mortgage Loans" 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - JQH HOTEL PORTFOLIO B
--------------------------------------------------------------------------------




                    [JQH HOTEL PORTFOLIO B PICTURES 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - JQH HOTEL PORTFOLIO B
--------------------------------------------------------------------------------



                       [JQH HOTEL PORTFOLIO B MAP OMITTED]



-----------------------------------------------------------------------------------------
                                 JQH HOTEL PORTFOLIO B
-----------------------------------------------------------------------------------------

(1) DALLAS EMBASSY SUITES         2401 Bass Pro Drive          Grapevine       TX  76051
(2) SACRAMENTO HOLIDAY INN        330 J Street                 Sacramento      CA  95814
(3) CHARLETTE RENAISSANCE         2800 Coliseum Centre Drive   Charlette       NC  28217
(4) MONTGOMERY EMBASSY SUITES     300 Tallapoosa Street        Montgomery      AL  36104
(5) COLUMBIA EMBASSY SUITES       200 Stonebridge Drive        Columbia        SC  29210
(6) JEFFERSON CITY CAPITOL PLAZA  415 West McCarty Street      Jefferson City  MO  65101
(7) CORAL SPRINGS MARRIOTT        11775 Heron Bay Boulevard    Coral Springs   FL  33076
(8) CEDAR RAPIDS MARRIOTT         1200 Collins Road Northeast  Cedar Rapids    LA  52402
-----------------------------------------------------------------------------------------



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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - JQH HOTEL PORTFOLIO B
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION

Number of Mortgaged Real Properties                                            8
Location (City/State)                                                    Various
Property Type                                                        Hospitality
Size (rooms)                                                               2,108
Percentage Occupancy Trailing 12 as of July 31, 2005                       67.7%
Year Built / Renovated                                         Various / Various
Appraisal Value                                                     $352,900,000
Underwritten Occupancy                                                     67.4%
Underwritten Revenues                                                $96,233,538
Underwritten Total Expenses                                          $68,178,053
Underwritten Net Operating Income (NOI)                              $28,055,485
Underwritten Net Cash Flow (NCF)                                     $24,206,144
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION

Originator                                                                Archon
Cut-off Date Principal Balance                                      $110,000,000
Cut-off Date Principal Balance PSF/Unit                              $114,326.38
Percentage of Initial Mortgage Pool Balance                                 2.5%
Number of Mortgage Loans                                                       1
Type of Security                                                      Fee Simple
Mortgage Rate                                                             5.487%
Original Term to Maturity (Months)                                           120
Original Amortization Term (Months)                                   35 IO; 360
Cut-off Date LTV Ratio                                                     68.3%
LTV Ratio at Maturity                                                      57.6%
Underwritten DSCR on NOI                                                   1.71x
Underwritten DSCR on NCF                                                   1.48x
--------------------------------------------------------------------------------

o    THE LOAN. The mortgage loan (the "JQH HOTEL PORTFOLIO B LOAN") is evidenced
     by a single note and is secured by a first mortgage encumbering eight
     full-service hotels located in eight states (the "JQH HOTEL PORTFOLIO B
     PROPERTIES"). The JQH Hotel Portfolio B Loan was originated on September
     26, 2005 by Archon Financial L.P. and was subsequently purchased by Goldman
     Sachs Mortgage Company, had an original principal balance, has a principal
     balance as of the cut-off date of $110,000,000 and an interest rate of
     5.487%. The proceeds of the JQH Hotel Portfolio B Loan, together with the
     JQH Hotel Portfolio B Companion Loan, were used to refinance existing debt
     on the JQH Hotel Portfolio B Properties.

     The JQH Hotel Portfolio B Loan is a pari passu portion of a whole mortgage
     loan with an original principal balance of $241,000,000. The companion loan
     to the JQH Hotel Portfolio B Loan is evidenced by a separate pari passu
     note with an interest rate of 5.487% per annum and a principal balance as
     of the cut-off date of $131,000,000 (the "JQH HOTEL PORTFOLIO B COMPANION
     Loan"). The JQH Hotel Portfolio B Companion Loan will not be an asset of
     the trust. The JQH Hotel Portfolio B Loan and the JQH Hotel Portfolio B
     Companion Loan (collectively, the "JQH HOTEL PORTFOLIO B LOAN GROUP") 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 2005-GG5 pooling and
     servicing agreement.

     The DSCR and LTV on the JQH Hotel Portfolio B Loan Group are 1.48x and
     68.3%, respectively.

     The JQH Hotel Portfolio B Loan had an initial term of 120 months and has a
     remaining term of 119 months. The scheduled maturity date is the payment
     date in October 2015. Voluntary prepayment of the JQH Hotel Portfolio B
     Loan is prohibited until the payment date in April 2015. On or after the
     payment date in April 2015, full or partial prepayment is permitted on the
     JQH Hotel Portfolio B Loan without penalty. Defeasance and substitution are
     permitted with respect to the JQH Hotel Portfolio B Loan as described under
     "Defeasance and Substitution" below.

o    THE PROPERTIES. The JQH Hotel Portfolio B Properties consist of eight hotel
     properties located in eight states. The JQH Hotel Portfolio B Borrower has
     pledged its fee interest in all of the JQH Hotel Portfolio B Properties.
     The following table presents certain information relating to the JQH Hotel
     Portfolio B 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - JQH HOTEL PORTFOLIO B
--------------------------------------------------------------------------------



                                                                   ALLOCATED      OCCUPANCY                                  # OF
        PROPERTY NAME               CITY            STATE         LOAN AMOUNT        (1)          ADR (1)      REVPAR (1)    ROOMS
-----------------------------  ---------------  --------------   -------------    ---------       -------      ----------   -------

Dallas Embassy Suites          Grapevine        Texas             $66,957,582       79.3%         $144.02        $114.18       328
Sacramento Holiday Inn         Sacramento       California         42,830,009       63.5%         $101.82         $64.65       361
Charlotte Renaissance          Charlotte        North Carolina     32,408,041       63.2%         $109.74         $69.32       274
Montgomery Embassy Suites (2)  Montgomery       Alabama            28,053,656       66.7%         $113.22         $75.46       236
Columbia Embassy Suites        Columbia         South Carolina     23,913,422       77.6%         $114.68         $88.97       213
Jefferson City Capitol Plaza   Jefferson City   Missouri           16,346,787       58.1%          $72.25         $41.97       254
Coral Springs Marriott         Coral Springs    Florida            15,500,000       64.6%         $106.82         $68.96       223
Cedar Rapids Marriott          Cedar Rapids     Iowa               14,990,503       68.8%          $94.81         $65.19       219
                                                                 -------------    ---------       -------      ----------   -------
TOTAL / AVERAGE PORTFOLIO                                        $241,000,000       67.7%         $109.91         $74.40     2,108
                                                                 =============                                              =======


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

(1)  Trailing 12 months through 7/31/2005.

(2)  The hotel property located at Montgomery, AL is part of a two-unit
     condominium. The borrower owns the fee title to unit 2 of the condominium,
     which is comprised of the hotel property. Unit 1 consists of a conference
     center and the owner of unit 2 has the right to operate the same pursuant
     to an agreement among the unit owners.

     DALLAS EMBASSY SUITES PROPERTY is a full-service, 328-room hotel located
     between Dallas and Fort Worth, bounded by State Highways 121 and 114 to the
     east and south, respectively, and approximately one mile from the
     Dallas/Fort Worth airport. The property was originally completed and opened
     in 1999, followed by further renovations in 2004. The Dallas Embassy Suites
     Property's amenities include a fitness room, indoor swimming pool, business
     center and 20,073 sf of meeting space.

     SACRAMENTO HOLIDAY INN PROPERTY is a full-service, 361-room hotel located
     in downtown Sacramento, close to the state capitol building and one mile
     from the 134,000 sf Sacramento Convention Center. The property is situated
     off of I-5, the major roadway through Sacramento that runs south to Los
     Angeles and San Diego, and north to Seattle and the Canadian border. The
     property was originally completed and opened in 1979, followed by further
     renovations in 2003. The Sacramento Holiday Inn Property's amenities
     include gift shop, exercise room, outdoor swimming pool and 13,268 sf of
     meeting space.

     MONTGOMERY EMBASSY SUITES PROPERTY is a full-service, 236-room hotel
     located in downtown Montgomery, across from a railroad station and the
     Civic Center, as well as historic buildings now converted into office
     space. The property is easily accessible from local and regional roads,
     including I-65 and I-85, which provide access to Birmingham, AL, and
     Atlanta, GA. The property was originally completed and opened in 1995,
     followed by further renovations in 2004. The Montgomery Embassy Suites
     Property's amenities include gift shop, fitness center, indoor swimming
     pool and 14,254 sf of meeting space.

     CHARLOTTE RENAISSANCE PROPERTY is a full-service, 274-room hotel located in
     the Airport/Coliseum area of Charlotte, approximately 6 miles south of
     downtown Charlotte. The property is close to I-77 and I-85, two major
     regional thoroughfares and also in close proximity to the Charlotte
     International Airport which is the main U.S. Airways hub. The property was
     completed and opened in 1999. The Charlotte Renaissance Property's
     amenities include gift shop, fitness center, indoor swimming pool and
     14,364 sf of meeting space.

     COLUMBIA EMBASSY SUITES PROPERTY is a full-service, 213-room hotel located
     along I-125 south, 3 miles northwest of downtown Columbia and is situated
     near the new Columbia Convention Center which opened in 2004. The property
     is accessible from local and regional roadways that provide access to
     Greenville, SC, to the south, and Charlotte, NC, to the north. The property
     was originally completed and opened in 1988, followed by further
     renovations in 2004. The Columbia Embassy Suites Property's amenities
     include gift shop, fitness center, indoor swimming pool and 15,000 sf of
     meeting 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - JQH HOTEL PORTFOLIO B
--------------------------------------------------------------------------------

     JEFFERSON CITY CAPITOL PLAZA PROPERTY is a full-service, 254-room hotel
     located in the downtown area, directly accessed from McCarty Street, a
     major thoroughfare through Jefferson City. The property was originally
     completed and opened in 1987, followed by further renovations in 2000. The
     Jefferson City Capitol Plaza Property's amenities include gift shop,
     exercise room, indoor pool and 22,856 sf of meeting space.

     CORAL SPRINGS MARRIOTT PROPERTY is a full-service, 223-room hotel located
     in Broward County (southeast coast of Florida) with good access from local
     and regional roadways including I-595 (east/west) and I-75 (north/south).
     The area surrounding the property contains primarily retail and office
     space. The property was originally completed and opened in 1999, followed
     by further renovations in 2005. The Coral Springs Marriott Property's
     amenities include gift shop, fitness center, outdoor swimming pool,
     business center and 13,588 sf of meeting space.

     CEDAR RAPIDS MARRIOTT PROPERTY is a full-service, 219-room hotel located in
     the northeast section of Cedar Rapids (eastern Iowa), near I-380, the major
     north/south roadway through the region. The property is situated
     approximately five miles north of the central business district with
     surrounding roadways connecting with Waterloo to the north, and Iowa City
     to the south. The property was originally completed and opened in 1988,
     followed by further renovations in 2004. The Cedar Rapids Marriott
     Property's amenities include swimming pool, fitness center, sun deck, gift
     shop, business center, concierge services and 17,775 sf of meeting space.

o    THE BORROWER. The borrower is Atrium Finance I, L.P., a special-purpose
     entity. Legal counsel to the borrower delivered a non-consolidation opinion
     in connection with the origination of the JQH Hotel Portfolio B Loan. John
     Q. Hammons Hotels, L.P. is the guarantor of the non-recourse carve-outs of
     the JQH Hotel Portfolio B Loan. John Q. Hammons Hotels, L.P. was
     established in 1989 and its principals include a founding member of the
     Starwood Capital Group as well as iStar Financial, Inc. John Q. Hammons
     Hotels, L.P.'s investments are comprised of equity interests in the
     borrower and in certain other entities that own other hotels (including the
     borrower under the JQH Hotel Portfolio A Loan).

o    ESCROWS. At origination, the borrower was required to deposit $218,750,
     which represented deferred maintenance and environmental work, and
     $3,502,526, which represented capital expenditures under property
     improvement plans required by certain of the franchisors of the properties.
     Additionally, the loan documents required certain escrows to be funded at
     origination in respect of real estate taxes, ground rents, insurance
     premiums and FF&E.

     The loan documents also provide for the monthly funding of a reserve for
     real estate taxes, ground rents and insurance premiums in respect of the
     JQH Hotel Portfolio B Properties. In addition, the loan documents require
     the borrower to fund an FF&E reserve starting in January 2006 in the
     monthly amount equal to 4% of the trailing 12 month operating income from
     the JQH Hotel Portfolio B Properties, with a credit commencing in October
     2008 for certain excess amounts spent in the calendar year 2005 on FF&E.

     In lieu of cash escrows and reserves, the loan documents permit the
     borrower to post a letter of credit or provide a guaranty from John Q.
     Hammons Hotels, L.P. so long as John Q. Hammons Hotels, L.P. maintains a
     net worth of at least $120 million and the aggregate amount of the
     guarantees delivered pursuant to the loan documents does not exceed $8.5
     million. At origination, the borrower delivered guarantees from John Q.
     Hammons Hotels, L.P. in respect of all of the escrows and reserves.

o    LOCKBOX AND CASH MANAGEMENT. The JQH Hotel Portfolio B Loan requires a
     lockbox throughout the term of the JQH Hotel Portfolio B Loan. The loan
     documents require the borrower to deposit or cause to be deposited in a
     lender-controlled account all credit card receivables and other cash
     revenue from the JQH Hotel Portfolio B Properties received within two
     business days of receipt by the borrower, the property manager or the JQH
     Operator Lessee (as defined below), as the case may be. Provided no event
     of default is then continuing under

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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - JQH HOTEL PORTFOLIO B
--------------------------------------------------------------------------------

     the JQH Hotel Portfolio B Loan, all amounts then contained in the lockbox
     are swept to the borrower at the end of each business day (or on a less
     frequent basis at the borrower's election).

o    PROPERTY MANAGEMENT. Each of the JQH Hotel Portfolio B Properties is leased
     to Atrium TRS, I, L.P. (the "JQH OPERATOR LESSEE"), a special-purpose
     entity affiliated with John Q. Hammons Hotels, L.P., which operates the JQH
     Hotel Portfolio B Properties. The JQH Operator Lessee has pledged all of
     its interests in the operating leases, subleases, FF&E, accounts and its
     other assets in connection with the JQH Operator Lessee's guaranty of the
     JQH Hotel Portfolio B Loan.

     The JQH Hotel Portfolio B Properties are managed by John Q. Hammons Hotels
     Management, LLC pursuant to a management agreement between the property
     manager and the JQH Operator Lessee. John Q. Hammons Hotels Management, LLC
     is also the manager of the JQH Hotel Portfolio A Properties. The management
     fees are based on actual costs and expenses (including an allocable portion
     of overhead and salaries) and are currently approximately 1.5% of gross
     revenues. The management fees are capped at the rate that would be obtained
     in an arms-length negotiation. Upon an event of default under the JQH Hotel
     Portfolio B Loan, the lender may require the borrower to exercise, or cause
     the JQH Operator Lessee to exercise, its right under the management
     agreement to request the replacement of the property manager's senior
     management with individuals reasonably satisfactory to the lender (and
     under the management agreement, the property manager is not permitted to
     unreasonably deny such request). Upon foreclosure or deed-in-lieu of
     foreclosure on a property, the management agreement is terminable by the
     property owner with respect to that property without payment of any
     termination fee or similar amount. The management agreement is subordinate
     to the JQH Hotel Portfolio B Loan.

     Other than the hotel located at Jefferson City, Missouri, which is operated
     as an independent hotel, each of the JQH Hotel Portfolio B Properties are
     operated under a franchise flag. Three of the JQH Hotel Portfolio B
     Properties are operated under an Embassy Suites flag, one is operated under
     a Holiday Inn flag, one is operated under a Marriott flag, one is operated
     under a Collins Plaza flag and one is operated under a Renaissance flag.

o    DEFEASANCE AND SUBSTITUTION. From and after the second anniversary of the
     Issue Date, provided no event of default is then continuing under the JQH
     Hotel Portfolio B Loan, the borrower may obtain the release of one or more
     of the JQH Hotel Portfolio B Properties by defeasing with permitted
     government securities individual properties comprising the JQH Hotel
     Portfolio B, subject to the satisfaction of certain requirements,
     including, (i) unless the JQH Hotel Portfolio B Loan is defeased in full, a
     JQH Hotel Portfolio B DSCR for the 12 month period ending on the fiscal
     quarter most recently ended (after giving effect to such defeasance and
     excluding interest expense on the aggregate amount defeased) of not less
     than 1.35x, (ii) delivery of defeasance collateral sufficient that provides
     payments on a portion of the JQH Hotel Portfolio B Loan equal to the JQH
     Defeasance Amount and (iii) 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-GG5
     certificates. The debt service coverage ratio for the JQH Hotel Portfolio B
     Loan (the "JQH HOTEL PORTFOLIO B DSCR") is calculated based on trailing 12
     months' net operating income and a loan constant of 6.80%. The JQH
     Defeasance Amount under the JQH Hotel Portfolio B Loan is (1) 102%, until
     5% of the JQH Hotel Portfolio B Loan has been defeased; then (2) 110%,
     until 10% of the JQH Hotel Portfolio B Loan has been defeased; then (3)
     115%, until 20% of the JQH Hotel Portfolio B Loan has been defeased; then
     (4) 120%, until 30% of the JQH Hotel Portfolio B Loan has been defeased;
     and then (z) 125%.

     Additionally, the borrower is permitted until October 6, 2014 to substitute
     up to two of the JQH Hotel Portfolio B Properties with other properties
     which have values (based on an appraisal less than three months old) equal
     to or greater than the higher of (x) the initial appraised value of the
     corresponding replaced properties and (y) the then current value (based on
     an appraisal less than twelve months old) of the replaced property (which
     may be tested in the aggregate), subject to the satisfaction of certain
     requirements, including (i) a JQH Hotel Portfolio B

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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - JQH HOTEL PORTFOLIO B
--------------------------------------------------------------------------------

     DSCR (after giving effect to the property substitution) for the 12 month
     period ending on the fiscal quarter then most recently ended of not less
     than 1.35x, and (ii) with respect to the second property substitution but
     not the first property substitution, 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-GG5 certificates.

o    MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not permitted.

o    TERRORISM INSURANCE. The loan documents require the borrower to maintain
     "all-risk" insurance in an amount equal to 100% of the full replacement
     cost of the JQH Hotel Portfolio B Properties. This insurance must have a
     deductible that does not exceed $500,000, provided that a loss limit of not
     less than $300,000,000 is permitted, subject to the lender's reasonable
     approval in the case of any addition after the origination date of any real
     property covered under the same umbrella policy. The borrower is also
     required to obtain coverage for terrorism (either as part of its "all-risk"
     policy or as a separate policy) providing casualty insurance in an
     aggregate amount equal to not less than $70,000,000 per occurrence, and
     business interruption and liability coverage consistent with the
     requirements set forth in the loan documents, if and to the extent that
     this coverage (i) is then being obtained by prudent owners of real estate
     in the United States of a similar type and quality and in a similar
     location to the applicable JQH Hotel Portfolio B Properties, or (ii) is
     otherwise available for an annual premium (computed after taking into
     account the effect of any subsidies or credits that may be provided to the
     borrower by or pursuant to any law, regulation, policy or other initiative
     relating to the purchase and/or maintenance of terrorism insurance enacted
     by any governmental authority) that is less than or equal to the product of
     (x) $10,000 (as adjusted on each anniversary of the originate date by a
     percentage equal to the percentage increase in the consumer price index
     during the preceding twelve-month period), times (y) the number of JQH
     Hotel Portfolio B Properties (the "JQH MAXIMUM PREMIUM"). If neither clause
     (i) nor clause (ii) of the preceding sentence is satisfied, then the
     borrower is required obtain terrorism coverage (at a premium that does not
     exceed the JQH Maximum Premium) from such insurers, and with such coverage,
     as shall be acceptable to the lender in its reasonable discretion.


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 1425 NEW YORK AVENUE
--------------------------------------------------------------------------------





                     [1425 NEW YORK AVENUE PICTURES 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 1425 NEW YORK AVENUE
--------------------------------------------------------------------------------





                       [1425 NEW YORK 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 1425 NEW YORK AVENUE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION

Number of Mortgaged Real Properties                                            1
Location (City/State)                                             Washington, DC
Property Type                                                             Office
Size (sf)                                                                276,018
Percentage Occupancy as of July 31, 2005                                  100.0%
Year Built                                                                  1991
Appraisal Value                                                     $149,100,000
Underwritten Occupancy                                                     97.5%
Underwritten Revenues                                                $12,482,052
Underwritten Total Expenses                                           $3,212,093
Underwritten Net Operating Income (NOI)                               $9,269,959
Underwritten Net Cash Flow (NCF)                                      $8,883,640
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION

Originator                                                                Archon
Cut-off Date Principal Balance                                      $105,770,000
Cut-off Date Principal Balance PSF/Unit                                  $383.20
Percentage of Initial Mortgage Pool Balance                                 2.4%
Number of Mortgage Loans                                                       1
Type of Security                                                      Fee Simple
Mortgage Rate                                                             5.150%
Original Term to Maturity (Months)                                            84
Original Amortization Term (Months)                                Interest Only
Cut-off Date LTV Ratio                                                     70.9%
LTV Ratio at Maturity                                                      70.9%
Underwritten DSCR on NOI                                                   1.68x
Underwritten DSCR on NCF                                                   1.61x
--------------------------------------------------------------------------------

o    THE LOAN. The mortgage loan (the "1425 NEW YORK AVENUE LOAN") is evidenced
     by a single note and is secured by a first mortgage encumbering an office
     building located at 1425 New York Avenue, Washington, D.C. (the "1425 NEW
     YORK AVENUE PROPERTY"). The 1425 New York Avenue Loan was originated on
     June 15, 2005 by Archon Financial, L.P. and was subsequently purchased by
     Goldman Sachs Mortgage Company. The 1425 New York Avenue Loan represents
     approximately 2.4% of the initial mortgage pool balance, had an original
     principal balance of $105,770,000, has an aggregate principal balance as of
     the cut-off date of $105,770,000 and an interest rate of 5.15%. The
     proceeds from the 1425 New York Avenue Loan were used to acquire the 1425
     New York Avenue Property.

     The 1425 New York Avenue Loan had an initial term of 84 months and has a
     remaining term of 80 months. The 1425 New York Avenue Loan requires
     payments of interest only until the maturity date. The scheduled maturity
     date is the payment date in July 2012. Voluntary prepayment of the 1425 New
     York Avenue Loan is prohibited until the payment date in April 2012.
     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 of the 1425 New York Avenue Loan.

o    THE PROPERTY. The 1425 New York Avenue Property is a 13-story, 276,018 sf
     Class-A office building, located in Washington, DC. The 1425 New York
     Avenue Property was built in 1991 and purchased by Republic Properties
     Corp. ("RPC") in June 2005 for $151,500,000. As of July 31, 2005, the 1425
     New York Avenue Property was 100.0% leased to five tenants. The 1425 New
     York Avenue Property consists of 273,685 sf of multi-tenant office space,
     leased entirely to U.S. Government agencies, and 2,333 square feet of
     retail space located at street level.

     The three largest leases in the building are leased to U.S. Government
     agencies and represent approximately 99.2% of the space, including leases
     to GSA Justice Dept. (85.4% or 235,746 sf) (the "GSA JUSTICE DEPT. LEASE"),
     GSA Treasury Dept. (8.6% or 23,612 sf) (the "GSA TREASURY DEPT. LEASE") and
     GSA US Kids (5.2% or 14,327 sf) (the "GSA US KIDS 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 1425 NEW YORK AVENUE
--------------------------------------------------------------------------------

     The following table presents certain information relating to the major
     tenants at the 1425 New York Avenue Property:


           LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT



                                                                                  % OF TOTAL     ANNUALIZED
                                                                   ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                           CREDIT RATING (1)              % OF    UNDERWRITTEN   UNDERWRITTEN    BASE RENT      LEASE
     TENANT NAME          (FITCH/MOODY'S/S&P)   NRSF      NRSF      BASE RENT      BASE RENT    ($ PER NRSF)  EXPIRATION
----------------------    -------------------  -------   ------   ------------   ------------   ------------  ----------

GSA Justice Dept.              NR/NR/AAA       235,746    85.4%    $9,686,803         84.9%          $41.09   12/31/2014
GSA Treasury Dept.             NR/NR/AAA        23,612     8.6        915,673          8.0           $38.78    12/5/2013
GSA US Kids                    NR/NR/AAA        14,327     5.2        719,932          6.3           $50.25    6/28/2006
New York Cafe                  NR/NR/NR          1,571     0.6         58,520          0.5           $37.25   12/31/2008
New York Convenience           NR/NR/NR            762     0.3         29,718          0.3           $39.00   12/31/2008
Vacant Space                                         0     0.0              0          0.0            $0.00
                                               -------   ------   ------------   ------------   ------------
TOTAL/WTD. AVG. ALL TENANTS                    276,018   100.0%   $11,410,646        100.0%          $41.34
                                               =======   ======   ============   ============


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

(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 1425 New York Avenue 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)
--------------------------  --------   ----------   -------------  -------------    ------------     ------------

2005                               0        0.0%          0.0%              $0           0.0%            $0.00
2006                          14,327        5.2           5.2%         719,932           6.3            $50.25
2007                               0        0.0           5.2%               0           0.0             $0.00
2008                           2,333        0.9           6.1%          88,238           0.8            $37.82
2009                               0        0.0           6.1%               0           0.0             $0.00
2010                               0        0.0           6.1%               0           0.0             $0.00
2011                               0        0.0           6.1%               0           0.0             $0.00
2012                               0        0.0           6.1%               0           0.0             $0.00
2013                          23,612        8.6          14.7%         915,673           8.0            $88.78
2014                         235,746       85.4         100.0%       9,686,803          84.9            $41.09
2015 & Thereafter                  0        0.0           0.0%               0           0.0             $0.00
Vacant                             0        0.0         100.0%               0           0.0             $0.00
                            --------   ----------   -------------  -------------    ------------     ------------
TOTAL/WTD. AVG.              276,018      100.0%                   $11,410,646         100.0%           $41.34
                            ========   ==========                  =============    ============


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

(1)  Calculated based on approximate square footage occupied by each tenant.

o    THE BORROWER. The borrower is RPT 1425 New York Avenue LLC, a
     single-purpose, single-asset entity. Legal counsel to the borrower has
     delivered a non-consolidation opinion in connection with the origination of
     the 1425 New York Avenue Loan. The borrower of the 1425 New York Avenue
     Loan is directly owned 100% by RPT 1425 Holdings LLC. Richard L. Kramer,
     Mark Keller, Steven A. Grieg and Republic Properties Corporation are the
     guarantors of the non-recourse carve-outs under the 1425 New York Avenue
     Loan.

o    ESCROWS. At origination, the borrower deposited $464,016, which represented
     the rent credit due to the GSA Justice Department under its lease. On
     September 15, 2005 and September 22, 2005, the borrower deposited an
     additional $3,000,000 and $2,033,599, respectively, which represents the
     unexpended amount of the tenant improvement allowance to the GSA Justice
     Department under its lease. Additionally, loan documents provide for
     monthly escrow in the amount of $114,948 for real estate taxes and
     insurance premiums and $3,459 into a replacement reserve.


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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 1425 NEW YORK AVENUE
--------------------------------------------------------------------------------

o    LOCKBOX AND CASH MANAGEMENT. The 1425 New York Avenue Loan requires a hard
     lockbox, which is already in place. The loan documents require the borrower
     to direct the tenants to pay their rents directly to a lender-controlled
     lockbox account. The loan documents require that all rents received by the
     borrower or the property manager be deposited into the lockbox account
     within one business day after receipt and the borrower instructs all
     tenants to send rents directly to the lockbox account. On each business
     day, provided no event of default is continuing under the 1425 New York
     Avenue Loan, all funds in the lockbox account in excess of the monthly debt
     service, any required reserves under the loan documents and all other
     amounts then due to the lender will be remitted to an account specified by
     the borrower. During the continuance of an event of default under the 1425
     New York Avenue Loan, the lender may apply any funds in the lockbox account
     to the obligations of the borrower under the 1425 New York Avenue Loan in
     such order of priority as the lender may determine.

o    PROPERTY MANAGEMENT. The 1425 New York Avenue Property is currently managed
     by Republic Properties Corporation, an affiliate of the borrower, pursuant
     to a management agreement. The property manager of the 1425 New York Avenue
     Property is currently entitled to (1) a base management fee in an amount
     equal to 1.5% of certain income derived by the borrower from the 1425 New
     York Avenue Property and (2) a construction management fee in an amount
     equal to 10% of direct design and construction costs relating to the
     construction of all tenant improvements of the 1425 New York Avenue
     Property for any tenant's space after the construction of the initial
     tenant improvements for such space or for any long-term capital repairs or
     approved remodeling of the 1425 New York Avenue Property and 5% of such
     direct construction costs for profit. Under the loan documents, the 1425
     New York Avenue Property may be managed by a reputable and experienced
     management organization possessing experience in managing properties
     similar in size, scope and value as the 1425 New York Avenue Property for
     whom each rating agency has confirmed in writing that the management of the
     1425 New York Avenue Property by such entity will not cause the downgrade,
     withdrawal or qualification of the then current ratings of any class of the
     series 2005-GG5 certificates. The lender may require the borrower to
     replace the property manager if an event of default under the 1425 New York
     Avenue Loan has occurred and the lender has accelerated the loan or if the
     property manager becomes insolvent or upon a material default by the
     property manager.

o    MEZZANINE OR SUBORDINATE INDEBTEDNESS. Concurrent with the origination of
     the 1425 New York Avenue Loan, Goldman Sachs Mortgage Company originated a
     $28,230,000 mezzanine loan and subsequently funded an additional $3,000,000
     to RPT 1425 Holdings LLC, the 100% owner of the sole member of the
     borrower. The outstanding principal balance of the mezzanine loan matures
     on the earliest to occur of (i) the payment date in July 2006, (ii) the
     date the 1425 New York Avenue Property is transferred in its entirety or
     when the borrower becomes controlled by Republic Properties Trust, a to be
     formed Maryland Corporation, or (iii) the date of payment in full of the
     1425 New York Avenue Loan. As of the cut-off date, the principal balance on
     the mezzanine loan is $31,230,000. The interest rate under the mezzanine
     loan is LIBOR plus 5.50% from the ninety (90) day period commencing on June
     15, 2005, LIBOR plus 6.50% for the succeeding ninety (90) days, and LIBOR
     plus 7.00% for the balance of the term. The mezzanine loan is subject to
     certain cash management controls as set forth in the mezzanine loan
     agreement. The mezzanine loan is secured by a pledge of the equity
     interests in the mortgage borrower. Pursuant to an intercreditor agreement
     executed between the mortgage lender and the mezzanine lender, the
     mezzanine lender possesses the right to cure a default under the mortgage
     loan documents. In addition, if the 1425 New York Avenue Loan has been
     accelerated, the mortgage lender is taking enforcement action, or the 1425
     New York Avenue Loan is "specially serviced", the mezzanine lender may
     purchase the 1425 New York Avenue Loan at a price at least equal to the
     outstanding principal balance of the 1425 New York Avenue Loan plus all
     interest accrued thereon. The mortgage lender may not amend the mortgage
     loan documents without the consent of the holder of the mezzanine loan if
     the amendment increases the interest rate or principal amount of the 1425
     New York Avenue Loan, modifies the maturity date, or otherwise amends
     certain specified terms. Upon the occurrence of an event of default under
     the mezzanine 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 1425 NEW YORK AVENUE
--------------------------------------------------------------------------------

     documents, the mezzanine lender may foreclose upon the equity interests in
     the mortgage borrower. Transfer of the mezzanine lender's interest in the
     mezzanine loan is governed by the terms of the intercreditor agreement,
     which generally 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 that the all risk insurance
     policies required to be maintained by the borrower provide coverage for
     terrorism in an amount equal to 100% of the full replacement cost of the
     1425 New York Avenue Property. The borrower is permitted to maintain such
     terrorism coverage through a blanket policy with a deductible in an amount
     acceptable to the lender and no larger than is customary for similar
     properties in the geographic market in which the 1425 New York Avenue
     Property is located and in any event not in excess of $250,000 unless
     agreed to in writing by the lender. See "Risk Factors--Risks Related to the
     Underlying Mortgage Loans" 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - CROSS POINT
--------------------------------------------------------------------------------




                         [CROSS POINT PICTURES 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 1425 NEW YORK AVENUE
--------------------------------------------------------------------------------




                            [CROSS POINT 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 1425 NEW YORK AVENUE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION

Number of Mortgaged Real Properties                                            1
Location (City/State)                                      Lowell, Massachusetts
Property Type                                                             Office
Size (sf)                                                              1,234,504
Percentage Leased as of September 8, 2005                                  73.6%
Year Built/Year renovated                                              1985/1995
Appraisal Value                                                     $118,500,000
Underwritten Occupancy                                                     73.6%
Underwritten Revenues                                                $20,747,986
Underwritten Total Expenses                                           $9,825,140
Underwritten Net Operating Income (NOI)                              $10,922,846
Underwritten Net Cash Flow (NCF)                                      $9,788,688
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION

Originator                                                                  GCFP
Cut-off Date Principal Balance                                       $86,000,000
Cut-off Date Principal Balance PSF/Unit                                   $69.66
Percentage of Initial Mortgage Pool Balance                                 2.0%
Number of Mortgage Loans                                                       1
Type of Security                                                      Fee Simple
Mortgage Rate                                                              5.47%
Original Term to Maturity (Months)                                            60
Original Amortization Term (Months)                                Interest Only
Cut-off Date LTV Ratio                                                     72.6%
LTV Ratio at Maturity                                                      72.6%
Underwritten DSCR on NOI                                                   2.29x
Underwritten DSCR on NCF                                                   2.05x
--------------------------------------------------------------------------------

o    THE LOAN. The mortgage loan (the "CROSS POINT LOAN") is evidenced by a
     single note and is secured by a first mortgage encumbering a class-A office
     complex located in Lowell, Middlesex County, Massachusetts (the "CROSS
     POINT PROPERTY"). The Cross Point Loan represents approximately 2.0% of the
     initial mortgage pool balance. The Cross Point Loan was originated on
     September 8, 2005, had an original principal balance and a principal
     balance as of the cut-off date of $86,000,000, and an interest rate of
     5.47% per annum. The DSCR and LTV on the Cross Point Loan are 2.05x and
     72.6%, respectively. The proceeds of the Cross Point Loan were used to
     acquire and recapitalize the Cross Point Property for approximately
     $112,000,000. Including reserves, escrows and costs of approximately
     $3,500,000, the borrower invested approximately $29,500,000 in the project
     at origination.

     The Cross Point Loan has an initial term of 60 months and a remaining term
     of 58 months. The Cross Point Loan requires payments of interest only for
     the entire term. The scheduled maturity date is September 6, 2010.
     Voluntary prepayment of the Cross Point Loan is prohibited prior to the
     payment date of July 6, 2010 and permitted on such payment date and
     thereafter without a 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 December 6, 2007.

o    THE PROPERTY. The Cross Point Property is a 1,234,504 sf class-A office
     complex located at 900 Chelmsford Street, in Lowell, Middlesex County,
     Massachusetts. The Property consists of three 13- and 14-story towers
     constructed between 1980 and 1985 that have been extensively renovated and
     converted into a multi-tenant, class-A office complex in 1995. The Property
     offers floor plans that range in size from 28,000 sf to 36,000 sf with the
     potential for 96,000 sf of contiguous space. The Cross Point Property has a
     prominent location at the interchange of I-495, Route 3 and the Lowell
     Connector, which provides immediate access to the western suburbs of Boston
     and suburban southern New Hampshire.

     As of September 8, 2005, the Cross Point Property was 73.6% leased to 25
     tenants. The Cross Point Property is leased to a diverse mix of
     high-quality tenants including: Cisco Systems (recently vacated, as
     described below), Internal Revenue Service, JP Morgan Chase, Eastman Kodak,
     Verizon, and MetLife. Investment-grade tenants represent approximately 28%
     of the total net rentable area and 36% of total annualized underwritten
     base rent and the six largest tenants account for 52% of the total net
     rentable area. Parexel (a current tenant at the property), a pharmaceutical
     and biotechnology firm with over 5,100 employees worldwide, signed an
     amendment to their current lease increasing their existing 72,632 sf by an
     additional 36,316 sf. Leasing activity in the third quarter of 2005
     includes the expansion of Parexel (108,948 sf) and the signing of two new
     leases: Virtual Iron Software (27,306 sf) and Lyrx (14,528 sf). The two new
     tenants are expected to take occupancy in October 2005 and December 2005,
     respectively. The Parexel lease includes a right of first refusal for
     several

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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 1425 NEW YORK AVENUE
--------------------------------------------------------------------------------

     floors which will allow the tenant to potentially expand into a total of
     approximately 168,000 sf at higher rents. The right of first refusal
     provides for increases in the current base rent as existing tenants roll.

     The following table presents certain information relating to some of the
     largest tenants at the Cross Point Property:


                  LARGEST TENANTS BASED ON ANNUALIZED BASE RENT



                           CREDIT                                             % OF TOTAL    ANNUALIZED
                           RATING                            ANNUALIZED       ANNUALIZED   UNDERWRITTEN
                      (FITCH/MOODY'S/   TENANT      % OF    UNDERWRITTEN     UNDERWRITTEN   BASE RENT
     TENANT NAME           S&P)(1)       NRSF       NRSF    BASE RENT ($)      BASE RENT   ($ PER NRSF)     LEASE EXPIRATION
--------------------- --------------- ----------  -------   -------------    ------------  ------------   ---------------------

Cisco Systems             NR/NR/NR      166,848    13.5%     $3,975,536           23.4%       $23.83      6/30/07 & 12/31/06(2)
Internal Revenue
  Service               AAA/Aaa2/AAA    136,265    11.0       3,206,894           18.9        $23.53      5/28/06 & 2/25/12(3)
Eastman Kodak            BB-/Ba3/BB      72,632     5.9       2,106,324           12.4        $29.00            1/31/08
Parexel                   NR/NR/NR      108,948     8.8       1,942,908           11.4        $17.83          12/31/11(4)
MetLife                      A/A2/A      56,212     4.6       1,096,140            6.5        $19.50           5/31/2014
JP Morgan Chase           A+/Aa3/A+      91,646     7.4       1,085,699            6.4        $11.85           12/31/06
Verizon                   A+/NR/A+       66,580     5.4         621,876            3.7         $9.34      9/30/06 & 3/31/10(5)
                                      ----------  -------   -------------    ------------  ------------
TOTAL LARGEST TENANTS                   699,131   56.60%    $14,035,377           82.7%       $20.08
Other Tenants(6)                        208,991    73.6       2,933,826           17.3        $14.04
Vacant Space                            326,382    26.4
                                      ----------  -------   -------------    ------------  ------------
TOTAL/WTD. AVG. ALL
  TENANTS                             1,234,504   100.0%    $16,969,203          100.0%       $18.69
                                      ==========  =======   =============    ============


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

(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

(2)  95,310 sf expires on 6/30/07 and 71,538 sf expires on 12/31/06. 31,770 sf
     of Cisco Systems space is sub-let, the remainder is dark.

(3)  80,053 sf expires on 5/28/06 and 56,212 sf expires on 2/25/12.

(4)  Includes executed lease amendment for expansion into 36,616 sf at annual
     base rent psf of $14.25.

(5)  3,040 sf expires on 9/30/06 and 63,540 sf expires on 3/31/10.

(6)  Includes two recently signed leases: Lyrix (14,528 sf, expected to take
     occupancy 12/1/05) and Virtual Iron Software (27,306 sf, expected to take
     occupancy 10/14/05).

     Cisco Systems recently moved to a separate corporate campus and has vacated
     all of their 166,848 sf of space and is currently subleasing 31,770 sf to
     other tenants at the Cross Point Property. As of September 8, 2005 Cisco
     Systems is paying rent and is current on its lease obligations.

     The Cross Point Property features a 20,000 sf conference center, a 505-seat
     auditorium for large meetings or presentations. The 200-seat "Patriot
     Room," is a multi-purpose meeting room with easily customizable seating and
     table arrangements. There are five additional conference rooms and an
     executive dining area. Building facilities also include two full-service
     cafeterias, a fitness center, childcare center, dry cleaning services, shoe
     repair, film development, a Starbucks lobby shop and a hair salon.

     The Cross Point Property maintains approximately 1,280 parking spaces
     located on the 15.22 acre site, 306 of which are located in a two-level
     structured parking facility. In addition, approximately 2,744 additional
     parking spaces are located at the adjacent 14-screen movie theater property
     owned and operated by National Amusements. A reciprocal easement agreement
     gives the borrower permission to use the National Amusements' parking area
     in exchange for the reimbursement of approximately 43% of the operating
     costs (primarily land taxes) on the National Amusements' site. Such costs
     are included in the borrower's budgeted operating expenses for the Cross
     Point Property. In total, the Cross Point Property has use of more than
     4,000 parking spaces (3.2 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 1425 NEW YORK AVENUE
--------------------------------------------------------------------------------

     The following table presents certain information relating to the lease
     rollover schedule at Cross Point Campus Property:


                          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                             32,657          2.6%           2.6%         $540,348         3.2%         $16.55
2006                            311,521         25.2           27.9%        4,357,249        25.7          $13.99
2007                            112,960          9.2           37.0%        3,037,124        17.9          $26.89
2008                             84,440          6.8           43.9%        2,286,396        13.5          $27.08
2009                             26,089          2.1           46.0%          270,964         1.6          $10.39
2010                             78,068          6.3           52.3%          821,556         4.8          $10.52
2011                            149,963         12.1           64.5%        2,571,732        15.2          $17.15
2012                             56,212          4.6           69.0%        1,987,694        11.7          $35.36
2013                                  0          0.0           69.0%                0         0.0           $0.00
2014                             56,212          4.6           73.6%        1,096,140         6.5          $19.50
2015                                  0          0.0           73.6%                0         0.0           $0.00
Vacant                          326,382         26.4          100.0%
                             -------------   ----------    -------------  -------------  -------------  ------------
TOTAL/WTD. AVG.               1,234,504        100.0%                     $16,969,203       100.0%         $18.69
                             =============   ==========                   =============  =============


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

(1)  Calculated based on approximate square footage occupied by each tenant.

o    THE BORROWER. The borrower is Cross Point Limited Partnership (the "CROSS
     POINT BORROWER"), a special purpose, bankruptcy-remote entity with two
     independent directors. Legal counsel to the Cross Point Borrower delivered
     a non-consolidation opinion in connection with the origination of the Cross
     Point Loan. The sponsors of the borrower are: Page Mill Properties, L.P.,
     Public Sector Pension Investment Board, and Robert Mashaal, an individual
     associated with Yale Properties, each owning or controlling approximately a
     33% interest in the borrower through affiliates. Page Mill Properties, L.P.
     is an affiliate of Divco West Properties Inc., a fully integrated real
     estate investment management company and fund sponsor. Since its inception
     in 1993, Divco West Properties Inc. has acquired, managed, and leased over
     14 million sf and sold over 9 million sf of commercial properties in
     Silicon Valley, San Francisco, Los Angeles, Denver, Phoenix and other
     markets. Divco West Properties Inc. currently manages over $838 million in
     real estate assets. Public Sector Pension Investment Board is a crown
     corporation established in 1999 by the Canadian Parliament. The
     corporation's mandate is to manage employer and employee contributions made
     after April 1, 2000 to the federal Public Service, the Canadian Forces and
     the Royal Canadian Mounted Police pension funds. Annual net contributions
     to these pension funds exceed $3.5 billion. Yale Properties USA, a
     privately owned real estate operating company with offices in San Diego and
     Boston. The company is a fully integrated real estate firm and offers a
     complete range of services including acquisitions, development, leasing,
     management, financing, and disposition activities. Formed in 1991 as an
     independent affiliate of Yale Properties Limited of Canada, the company has
     invested in over 6 million sf of real estate in the United States. Robert
     Mashaal is the President of Yale Properties USA. Page Mill Properties,
     L.P., Public Sector Pension Investment Board, and Robert Mashaal are the
     non-recourse carve-out guarantors; however, the aggregate recourse guaranty
     is capped at $3,250,000. After the Cross Point Loan closing, the sponsors
     retained a $30,000,000 cash equity investment in the Cross Point Property.

o    ESCROWS. The Cross Point Loan documents provide for certain escrows for
     real estate taxes and insurance. At closing, the borrower deposited
     $744,490 into a deferred maintenance reserve for the payment of short term
     or immediate required repairs at the Cross Point Property. At closing, the
     Cross Point Borrower deposited $1,054,474 (equivalent to $1.15 psf) for the
     payment of tenant improvement and leasing commissions costs associated with
     new or renewal tenants at the Cross Point Property. In addition, the Cross
     Point 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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.

                                      -78-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 1425 NEW YORK AVENUE
--------------------------------------------------------------------------------

     required to deposit $20,575 (equivalent to $0.20 psf per year) each month
     into a replacement reserve for ongoing capital expenditures.

o    LOCKBOX AND CASH MANAGEMENT. The Cross Point Loan requires a hard lockbox,
     which is already in place. The Cross Point Loan documents require the Cross
     Point Borrower to direct tenants to pay their rents directly to a lender
     controlled hard lockbox. The loan documents also require that all rents
     received by the Cross Point Borrower or the property manager be deposited
     into the lender controlled account (as well as any other rents, receipts,
     security deposits or payments related to lease termination or default)
     within one business day of receipt. On each regularly scheduled payment
     date, any amounts remaining in the lender controlled account, after payment
     of debt service, required reserves and operating expenses, are returned to
     the Cross Point Borrower, unless a Cash Trap Period is continuing. A "CASH
     TRAP PERIOD" means any period during which (i) an event of default is
     continuing or (ii) the debt service coverage ratio (calculated assuming a
     30-year amortization schedule) is less than 1.10x if no portion of an
     approved mezzanine loan is outstanding and 1.00x if any portion of an
     approved mezzanine loan is outstanding (a "DSCR CASH TRAP PERIOD"). The
     loan documents provide that if a DSCR Cash Trap Period is continuing for
     two consecutive calendar quarters, the lender may use the residual cash
     (after payment of debt service, operating expenses and any required
     reserves under the loan documents) to purchase defeasance eligible
     collateral and apply the proceeds of such collateral to pay a portion of
     the monthly payments due under the Cross Point Loan each month.

o    PROPERTY MANAGEMENT. The property manager is Cross Point Yale Managers LLC,
     a Massachusetts limited liability company and an affiliate of the Cross
     Point Borrower. The property management agreement has a ten year term
     commencing September 8, 2005. If an event of default is continuing, if the
     manager is in default under the management agreement beyond any applicable
     notice and cure period, or upon the gross negligence, malfeasance or
     willful misconduct of the manager, the Cross Point Borrower is required, at
     the request of the lender, terminate the management agreement and replace
     the manager with an acceptable replacement manager. The Cross Point
     Borrower's failure to appoint an acceptable manager within sixty (60) days
     after the lender's request will constitute an immediate event of default.
     The Cross Point Borrower may, from time to time, appoint a successor
     manager to manage the Cross Point Property, provided that such successor
     manager and management agreement is approved in writing by the lender and
     the rating agencies. The contractual management fee is equal to 2.8214% of
     collected gross revenues from the Cross Point Property.

o    MEZZANINE OR SUBORDINATE INDEBTEDNESS. GCFP provided Cross Point Investors,
     LLC, (the "CROSS POINT MEZZANINE BORROWER") with mezzanine financing with a
     maximum principal amount of up to $11,500,000 (the "CROSS POINT MEZZANINE
     LOAN"), none of which amount has been advanced. The Cross Point Mezzanine
     Borrower is the indirect owner of 100% of the equity in the Cross Point
     Borrower, as it owns a 99.99% limited partnership interest in the Cross
     Point Borrower and is the sole owner of Cross Point GP, LLC, which is the
     sole general partner of the Cross Point Borrower (holding the remaining
     .01% direct interest in the Cross Point Borrower). GCFP will make advances
     under the Cross Point Mezzanine Loan to fund tenant improvement costs and
     leasing commissions in connection with new or replacement leases or lease
     renewals that are accretive in nature (as defined in the mezzanine loan
     documents). The mezzanine loan is coterminous with the Cross Point Loan.
     The Cross Point Mezzanine Loan requires payments of interest only for
     60-months with cumulative minimum funding thresholds of $3,833,334 on or
     before September 2006, $7,590,000 on or before September 2007, and
     $11,500,000 before September 2008, provided that GCFP and the Cross Point
     Mezzanine Borrower have certain funding termination options which may be
     exercised after March 2007. The Cross Point Mezzanine Loan is subject to
     cash management controls as set forth in the related loan agreement. The
     Cross Point Mezzanine Loan is secured by a pledge of the equity interests
     in the Cross Point Borrower. Under the Cross Point Mezzanine Loan
     documents, the mezzanine lender has the right to cure a default under the
     Cross Point Loan documents. In addition, if the Cross Point Loan has been
     accelerated or a foreclosure proceeding has been commenced, or the Cross
     Point Loan becomes a "specially serviced mortgage loan" as a result of a

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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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.

                                      -79-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]




GCCFC 2005-GG5

TEN LARGEST MORTGAGE LOANS - 1425 NEW YORK AVENUE
--------------------------------------------------------------------------------

     monetary event of default under the Cross Point Loan documents that the
     special servicer determines may result in an impairment of the Cross Point
     Loan, then the mezzanine lender may purchase the Cross Point Loan at par.
     The senior lender may not amend the Cross Point Loan documents without the
     consent of the holder of the Cross Point Mezzanine Loan if the amendment
     increases the interest rate or principal amount of the Cross Point Loan,
     modifies the maturity date, or otherwise amends certain specified terms.
     Upon the occurrence of an event of default under the Cross Point Mezzanine
     Loan documents, the mezzanine lender may foreclose upon the equity
     interests in the Cross Point Borrower, which would result in a change of
     control with respect to the Cross Point Borrower and could result in a
     change in the management of the Cross Point Property. Transfer of the
     mezzanine lender's interest in the Cross Point Mezzanine Loan is governed
     by the terms of the intercreditor agreement, which will prohibit transfers
     of more than 49% of the mezzanine lender's interest in the Cross Point
     Mezzanine Loan unless such transfer is to a "qualified transferee" under
     the intercreditor agreement or rating agency approval has been obtained.

     TERRORISM INSURANCE. The Cross Point Property is insured against acts of
     terrorism as part of its "all-risk" property coverage. The Cross Point Loan
     documents require the Cross Point Borrower to maintain terrorism insurance
     in an amount equal to 100% of the replacement cost of the Cross Point
     Property, provided that such coverage is available. See "Risk
     Factors--Risks Related to the Underlying Mortgage Loans" 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, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated 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.

                                      -80-
[GOLDMAN, SACHS & CO. LOGO]                         [RBS GREENWICH CAPITAL LOGO]

                                     ANNEX C

                          MORTGAGE POOL CHARACTERISTICS







                                      C-1













                     [THIS PAGE INTENTIONALLY LEFT BLANK.]











                                                                         ANNEX C

PROPERTY TYPES



                                                                % OF                                    WTD. AVG.
                                                AGGREGATE      INITIAL          WTD. AVG.   WTD. AVG.   REMAINING
                                  NUMBER OF    CUT-OFF DATE   MORTGAGE   WTD.    CUT-OFF     MATURITY    TERM TO    WTD. AVG.
                                  MORTGAGE      PRINCIPAL       POOL     AVG.    DATE LTV    DATE LTV    MATURITY    MORTGAGE
         PROPERTY TYPE           PROPERTIES    BALANCE ($)     BALANCE   DSCR     RATIO       RATIO      (MONTHS)      RATE
------------------------------   ----------   -------------   --------   ----   ---------   ---------   ---------   ---------

Office                                68      1,528,100,423     34.7%    1.42     75.1%       70.4%         97        5.480%
Retail                                81      1,515,542,079     34.4%    1.53     68.8%       63.9%        104        5.115%
Hospitality                           48        660,223,258     15.0%    1.49     72.2%       61.3%        106        5.750%
Industrial                            46        377,575,118      8.6%    1.21     78.5%       72.8%        120        5.481%
Multifamily                           16        259,899,968      5.9%    1.43     76.3%       75.6%         79        5.299%
Self-Storage                           7         49,230,241      1.1%    1.33     73.6%       67.5%        118        6.335%
Mobile Home Park                       2         14,978,281      0.3%    1.36     68.0%       65.1%         75        5.875%
                                     ---      -------------    -----     ----     ----        ----         ---        -----
                                     268      4,405,549,368    100.0%    1.45     72.8%       67.2%        102        5.395%
                                     ===      =============    =====     ====     ====        ====         ===        =====


PROPERTY LOCATIONS


                                                                % OF                                    WTD. AVG.
                                                AGGREGATE      INITIAL          WTD. AVG.   WTD. AVG.   REMAINING
                                  NUMBER OF    CUT-OFF DATE   MORTGAGE   WTD.    CUT-OFF     MATURITY    TERM TO    WTD. AVG.
                                  MORTGAGE      PRINCIPAL       POOL     AVG.    DATE LTV    DATE LTV    MATURITY    MORTGAGE
        PROPERTY STATE           PROPERTIES    BALANCE ($)     BALANCE   DSCR     RATIO       RATIO      (MONTHS)      RATE
------------------------------   ----------   -------------   --------   ----   ---------   ---------   ---------   ---------

California                            50        801,653,414     18.2%    1.50     68.1%       61.8%        109        5.243%
New York                               5        490,887,856     11.1%    1.50     71.4%       70.5%        101        5.359%
Virginia                              10        338,788,409      7.7%    1.43     67.2%       64.5%         66        5.220%
Texas                                 21        313,727,880      7.1%    1.42     75.8%       68.9%         96        5.394%
Maryland                              13        262,958,164      6.0%    1.48     70.7%       69.9%         80        5.427%
Florida                               25        184,306,060      4.2%    1.36     74.4%       67.1%        111        5.359%
Illinois                               6        169,282,100      3.8%    1.26     78.0%       71.7%        119        5.620%
Massachusetts                          5        160,169,708      3.6%    1.71     73.7%       67.5%         86        5.535%
Washington                             2        130,500,000      3.0%    1.49     79.3%       74.8%         85        5.351%
Pennsylvania                          17        121,560,873      2.8%    1.30     76.0%       68.2%        119        5.471%
Other States (1)                     114      1,431,714,906     32.5%    1.42     75.3%       67.7%        110        5.489%
                                     ---      -------------    -----     ----     ----        ----         ---        -----
                                     268      4,405,549,368    100.0%    1.45     72.8%       67.2%        102        5.395%
                                     ===      =============    =====     ====     ====        ====         ===        =====


(1)  Includes 28 states, Washington DC and Guam

CUT-OFF DATE PRINCIPAL BALANCES



                                                                % OF                                    WTD. AVG.
                                                AGGREGATE      INITIAL          WTD. AVG.   WTD. AVG.   REMAINING
                                  NUMBER OF    CUT-OFF DATE   MORTGAGE   WTD.    CUT-OFF     MATURITY    TERM TO    WTD. AVG.
     RANGE OF CUT-OFF DATE        MORTGAGE      PRINCIPAL       POOL     AVG.    DATE LTV    DATE LTV    MATURITY    MORTGAGE
          BALANCES ($)              LOANS      BALANCE ($)     BALANCE   DSCR     RATIO       RATIO      (MONTHS)      RATE
------------------------------   ----------   -------------   --------   ----   ---------   ---------   ---------   ---------

     Less than 2,500,001               7         14,852,059      0.3%    1.32     72.6%       61.6%        118        5.415%
    2,500,001 - 5,000,000             39        151,609,491      3.4%    1.58     68.7%       58.8%        115        5.397%
    5,000,001 - 7,500,000             21        131,364,165      3.0%    1.38     70.9%       62.5%        115        5.334%
    7,500,001 - 10,000,000            28        246,853,335      5.6%    1.41     73.5%       61.4%        111        5.417%
   10,000,001 - 15,000,000            23        278,400,100      6.3%    1.42     73.2%       66.3%        106        5.369%
   15,000,001 - 20,000,000            10        172,088,108      3.9%    1.46     69.6%       60.6%        115        5.267%
   20,000,001 - 25,000,000             5        112,590,727      2.6%    1.46     74.5%       70.2%         81        5.337%
   25,000,001 - 50,000,000            20        733,321,641     16.6%    1.35     72.8%       65.8%         99        5.659%
   50,000,001 - 75,000,000             7        445,007,707     10.1%    1.69     71.6%       67.8%         99        5.222%
   75,000,001 - 100,000,000            5        398,888,627      9.1%    1.58     74.6%       67.9%        104        5.445%
  100,000,001 - 150,000,000            4        436,170,000      9.9%    1.38     74.6%       70.5%         94        5.669%
  150,000,001 - 200,000,000            2        397,000,000      9.0%    1.44     76.4%       70.4%         99        5.352%
  200,000,001 - 350,000,000            3        887,403,409     20.1%    1.40     71.4%       70.0%        101        5.169%
                                     ---      -------------    -----     ----     ----        ----         ---        -----
                                     174      4,405,549,368    100.0%    1.45     72.8%       67.2%        102        5.395%
                                     ===      =============    =====     ====     ====        ====         ===        =====


THE AVERAGE CUT-OFF DATE PRINCIPAL BALANCE IS $25,319,249


                                      C-1



                                                                         ANNEX C

MORTGAGE RATES



                                                                % OF                                    WTD. AVG.
                                                AGGREGATE      INITIAL          WTD. AVG.   WTD. AVG.   REMAINING
                                  NUMBER OF    CUT-OFF DATE   MORTGAGE   WTD.    CUT-OFF     MATURITY    TERM TO    WTD. AVG.
                                  MORTGAGE      PRINCIPAL       POOL     AVG.    DATE LTV    DATE LTV    MATURITY    MORTGAGE
  RANGE OF MORTGAGE RATES (%)       LOANS      BALANCE ($)     BALANCE   DSCR     RATIO       RATIO      (MONTHS)      RATE
------------------------------   ----------   -------------   --------   ----   ---------   ---------   ---------   ---------

        Less than 5.000               19        668,449,145     15.2%    1.70     66.5%       63.0%        116        4.907%
         5.000 - 5.249                46      1,238,581,505     28.1%    1.45     72.2%       67.9%         95        5.151%
         5.250 - 5.499                58      1,129,661,512     25.6%    1.43     74.5%       67.5%        106        5.404%
         5.500 - 5.749                26        807,253,532     18.3%    1.32     75.6%       68.2%        108        5.565%
         5.750 - 5.999                12        143,747,079      3.3%    1.40     74.8%       63.4%        111        5.844%
         6.000 - 6.249                 5        137,734,910      3.1%    1.32     75.3%       69.1%         73        6.098%
         6.250 - 6.499                 3         96,000,000      2.2%    1.60     66.2%       64.6%         65        6.319%
         6.500 - 6.749                 3        145,933,879      3.3%    1.24     78.2%       76.9%         73        6.610%
         6.750 - 6.999                 2         38,187,805      0.9%    1.27     76.1%       70.5%         98        6.830%
                                     ---      -------------    -----     ----     ----        ----         ---        -----
                                     174      4,405,549,368    100.0%    1.45     72.8%       67.2%        102        5.395%
                                     ===      =============    =====     ====     ====        ====         ===        =====


THE WEIGHTED AVERAGE MORTGAGE RATE IS 5.395%.

DEBT SERVICE COVERAGE RATIOS



                                                                % OF                                    WTD. AVG.
                                                AGGREGATE      INITIAL          WTD. AVG.   WTD. AVG.   REMAINING
                                  NUMBER OF    CUT-OFF DATE   MORTGAGE   WTD.    CUT-OFF     MATURITY    TERM TO    WTD. AVG.
                                  MORTGAGE      PRINCIPAL       POOL     AVG.    DATE LTV    DATE LTV    MATURITY    MORTGAGE
        RANGE OF DSCRS              LOANS      BALANCE ($)     BALANCE   DSCR     RATIO       RATIO      (MONTHS)      RATE
------------------------------   ----------   -------------   --------   ----   ---------   ---------   ---------   ---------

        Less than 1.20                14        613,014,833     13.9%    1.17     78.1%       73.4%        116        5.532%
         1.20 - 1.2999                37        640,119,579     14.5%    1.25     75.5%       68.3%        102        5.730%
         1.30 - 1.3999                42        842,882,825     19.1%    1.35     74.9%       67.8%         97        5.490%
         1.40 - 1.4999                33        896,130,573     20.3%    1.46     71.7%       63.9%         96        5.280%
         1.50 - 1.5999                17        320,646,096      7.3%    1.54     74.6%       72.2%         96        5.392%
         1.60 - 1.6999                13        748,718,797     17.0%    1.63     70.1%       67.1%        109        5.082%
         1.70 - 1.7999                 6         51,004,001      1.2%    1.75     65.5%       59.7%        114        5.128%
         1.80 - 1.8999                 2         65,022,820      1.5%    1.83     59.3%       48.5%        118        5.020%
         2.00 - 2.2499                 6        155,963,713      3.5%    2.07     64.7%       63.6%         65        5.625%
         2.25 - 2.4999                 3         68,046,130      1.5%    2.43     51.4%       51.1%        116        4.855%
         4.00 - 4.9999                 1          4,000,000      0.1%    4.31     40.0%       40.0%        116        5.210%
                                     ---      -------------    -----     ----     ----        ----         ---        -----
                                     174      4,405,549,368    100.0%    1.45     72.8%       67.2%        102        5.395%
                                     ===      =============    =====     ====     ====        ====         ===        =====


THE WEIGHTED AVERAGE DEBT SERVICE COVERAGE RATIO IS 1.45X.


                                       C-2



                                                                         ANNEX C

CUT-OFF DATE LOAN-TO-VALUE RATIOS



                                                                % OF                                    WTD. AVG.
                                                AGGREGATE      INITIAL          WTD. AVG.   WTD. AVG.   REMAINING
                                  NUMBER OF    CUT-OFF DATE   MORTGAGE   WTD.    CUT-OFF     MATURITY    TERM TO    WTD. AVG.
        RANGE OF CUT-OFF          MORTGAGE      PRINCIPAL       POOL     AVG.    DATE LTV    DATE LTV    MATURITY    MORTGAGE
      DATE LTV RATIOS (%)           LOANS      BALANCE ($)     BALANCE   DSCR     RATIO       RATIO      (MONTHS)      RATE
------------------------------   ----------   -------------   --------   ----   ---------   ---------   ---------   ---------

        Less than 55.01                9        133,159,957      3.0%    2.24     50.0%       48.6%        100        5.323%
          55.01 - 60.00                5         50,673,406      1.2%    1.56     56.4%       49.2%        117        5.500%
          60.01 - 65.00               15        488,053,471     11.1%    1.51     63.0%       58.7%         85        5.079%
          65.01 - 70.00               23        785,767,818     17.8%    1.55     68.5%       63.3%        114        5.186%
          70.01 - 75.00               53        741,717,669     16.8%    1.48     72.7%       65.4%        100        5.435%
          75.01 - 80.00               64      2,001,196,904     45.4%    1.35     78.1%       72.5%        102        5.511%
          80.01 - 85.00                5        204,980,145      4.7%    1.26     81.0%       75.2%         98        5.692%
                                     ---      -------------    -----     ----     ----        ----         ---        -----
                                     174      4,405,549,368    100.0%    1.45     72.8%       67.2%        102        5.395%
                                     ===      =============    =====     ====     ====        ====         ===        =====


THE WEIGHTED AVERAGE CUT-OFF DATE LTV RATIO IS 72.8%.

MATURITY DATE LOAN-TO-VALUE RATIOS



                                                                % OF                                    WTD. AVG.
                                                AGGREGATE      INITIAL          WTD. AVG.   WTD. AVG.   REMAINING
                                  NUMBER OF    CUT-OFF DATE   MORTGAGE   WTD.    CUT-OFF     MATURITY    TERM TO    WTD. AVG.
       RANGE OF MATURITY          MORTGAGE      PRINCIPAL       POOL     AVG.    DATE LTV    DATE LTV    MATURITY    MORTGAGE
      DATE LTV RATIOS (%)           LOANS      BALANCE ($)     BALANCE   DSCR     RATIO       RATIO      (MONTHS)      RATE
------------------------------   ----------   -------------   --------   ----   ---------   ---------   ---------   ---------

        Less than 55.00               24        410,564,811      9.3%    1.85     58.5%       48.7%        113        5.315%
          55.01 - 60.00               27        420,363,028      9.5%    1.41     68.9%       57.7%        117        5.466%
          60.01 - 65.00               44        817,439,795     18.6%    1.42     70.7%       63.3%         96        5.272%
          65.01 - 70.00               45      1,040,905,589     23.6%    1.43     74.0%       68.1%        113        5.239%
          70.01 - 75.00               20        706,096,000     16.0%    1.45     76.1%       72.3%         93        5.511%
          75.01 - 80.00               13        988,187,805     22.4%    1.35     78.5%       77.4%         91        5.577%
          80.01 - 85.00                1         21,992,340      0.5%    1.46     83.0%       82.5%         56        5.630%
                                     ---      -------------    -----     ----     ----        ----         ---        -----
                                     174      4,405,549,368    100.0%    1.45     72.8%       67.2%        102        5.395%
                                     ===      =============    =====     ====     ====        ====         ===        =====


THE WEIGHTED AVERAGE MATURITY DATE LTV RATIO IS 67.2%.

ORIGINAL TERMS TO MATURITY



                                                                % OF                                    WTD. AVG.
                                                AGGREGATE      INITIAL          WTD. AVG.   WTD. AVG.   REMAINING
                                  NUMBER OF    CUT-OFF DATE   MORTGAGE   WTD.    CUT-OFF     MATURITY    TERM TO    WTD. AVG.
    RANGE OF ORIGINAL TERMS       MORTGAGE      PRINCIPAL       POOL     AVG.    DATE LTV    DATE LTV    MATURITY    MORTGAGE
     TO MATURITY (MONTHS)           LOANS      BALANCE ($)     BALANCE   DSCR     RATIO       RATIO      (MONTHS)      RATE
------------------------------   ----------   -------------   --------   ----   ---------   ---------   ---------   ---------

             0 - 60                   21        918,971,609     20.9%    1.49     71.8%       70.5%         58        5.640%
            61 - 96                    8        402,765,000      9.1%    1.47     74.6%       73.1%         79        5.307%
           109 - 132                 144      3,074,730,666     69.8%    1.44     72.9%       65.7%        118        5.333%
           133 - 192                   1          9,082,093      0.2%    1.36     74.3%        0.7%        153        5.650%
                                     ---      -------------    -----     ----     ----        ----         ---        -----
                                     174      4,405,549,368    100.0%    1.45     72.8%       67.2%        102        5.395%
                                     ===      =============    =====     ====     ====        ====         ===        =====


THE WEIGHTED AVERAGE ORIGINAL TERM TO MATURITY IS 104 MONTHS.

REMAINING TERMS TO MATURITY



                                                                % OF                                    WTD. AVG.
                                                AGGREGATE      INITIAL          WTD. AVG.   WTD. AVG.   REMAINING
                                  NUMBER OF    CUT-OFF DATE   MORTGAGE   WTD.    CUT-OFF     MATURITY    TERM TO    WTD. AVG.
   RANGE OF REMAINING TERMS       MORTGAGE      PRINCIPAL       POOL     AVG.    DATE LTV    DATE LTV    MATURITY    MORTGAGE
     TO MATURITY (MONTHS)           LOANS      BALANCE ($)     BALANCE   DSCR     RATIO       RATIO      (MONTHS)      RATE
------------------------------   ----------   -------------   --------   ----   ---------   ---------   ---------   ---------

             0 - 60                   21        918,971,609     20.9%    1.49     71.8%       70.5%         58        5.640%
            61 - 96                    8        402,765,000      9.1%    1.47     74.6%       73.1%         79        5.307%
           109 - 130                 144      3,074,730,666     69.8%    1.44     72.9%       65.7%        118        5.333%
           131 - 190                   1          9,082,093      0.2%    1.36     74.3%        0.7%        153        5.650%
                                     ---      -------------    -----     ----     ----        ----         ---        -----
                                     174      4,405,549,368    100.0%    1.45     72.8%       67.2%        102        5.395%
                                     ===      =============    =====     ====     ====        ====         ===        =====


THE WEIGHTED AVERAGE REMAINING TERM TO MATURITY IS 102 MONTHS.


                                       C-3



                                                                         ANNEX C

SEASONING



                                                               % OF                                    WTD. AVG.
                                               AGGREGATE      INITIAL          WTD. AVG.   WTD. AVG.   REMAINING
                                 NUMBER OF    CUT-OFF DATE   MORTGAGE   WTD.    CUT-OFF     MATURITY    TERM TO    WTD. AVG.
                                  MORTGAGE     PRINCIPAL       POOL     AVG.    DATE LTV    DATE LTV    MATURITY    MORTGAGE
      SEASONING (MONTHS)           LOANS      BALANCE ($)     BALANCE   DSCR     RATIO       RATIO      (MONTHS)      RATE
------------------------------   ---------   -------------   --------   ----   ---------   ---------   ---------   ---------

             0 - 12                 173      4,387,564,084     99.6%    1.45     72.9%       67.3%        102        5.392%
            13 - 24                   1         17,985,284      0.4%    1.34     55.3%       47.5%        114        6.052%
                                    ---      -------------    -----     ----     ----        ----         ---        -----
                                    174      4,405,549,368    100.0%    1.45     72.8%       67.2%        102        5.395%
                                    ===      =============    =====     ====     ====        ====         ===        =====


THE WEIGHTED AVERAGE SEASONING IS 2 MONTHS.

ORIGINAL AMORTIZATION TERMS



                                                               % OF                                    WTD. AVG.
                                               AGGREGATE      INITIAL          WTD. AVG.   WTD. AVG.   REMAINING
                                 NUMBER OF    CUT-OFF DATE   MORTGAGE   WTD.    CUT-OFF     MATURITY    TERM TO    WTD. AVG.
RANGE OF ORIGINAL AMORTIZATION    MORTGAGE     PRINCIPAL       POOL     AVG.    DATE LTV    DATE LTV    MATURITY    MORTGAGE
        TERMS (MONTHS)             LOANS      BALANCE ($)     BALANCE   DSCR     RATIO       RATIO      (MONTHS)      RATE
------------------------------   ---------   -------------   --------   ----   ---------   ---------   ---------   ---------

         Interest Only               20      1,309,770,000     29.7%    1.62     72.5%       72.5%         90        5.360%
           151 - 240                  1          9,082,093      0.2%    1.36     74.3%        0.7%        153        5.650%
           241 - 360                152      3,064,704,936     69.6%    1.38     72.9%       65.1%        107        5.408%
           601 - 730                  1         21,992,340      0.5%    1.46     83.0%       82.5%         56        5.630%
                                    ---      -------------    -----     ----     ----        ----         ---        -----
                                    174      4,405,549,368    100.0%    1.45     72.8%       67.2%        102        5.395%
                                    ===      =============    =====     ====     ====        ====         ===        =====


THE WEIGHTED AVERAGE ORIGINAL AMORTIZATION TERM IS 355 MONTHS.

REMAINING STATED AMORTIZATION TERMS



                                                               % OF                                    WTD. AVG.
                                               AGGREGATE      INITIAL          WTD. AVG.   WTD. AVG.   REMAINING
                                 NUMBER OF    CUT-OFF DATE   MORTGAGE   WTD.    CUT-OFF     MATURITY    TERM TO    WTD. AVG.
      RANGE OF REMAINING          MORTGAGE     PRINCIPAL       POOL     AVG.    DATE LTV    DATE LTV    MATURITY    MORTGAGE
 AMORTIZATION TERMS (MONTHS)       LOANS      BALANCE ($)     BALANCE   DSCR     RATIO       RATIO      (MONTHS)      RATE
------------------------------   ---------   -------------   --------   ----   ---------   ---------   ---------   ---------

         Interest Only               20      1,309,770,000     29.7%    1.62     72.5%       72.5%         90        5.360%
           151 - 240                  1          9,082,093      0.2%    1.36     74.3%        0.7%        153        5.650%
           241 - 360                152      3,064,704,936     69.6%    1.38     72.9%       65.1%        107        5.408%
           601 - 730                  1         21,992,340      0.5%    1.46     83.0%       82.5%         56        5.630%
                                    ---      -------------    -----     ----     ----        ----         ---        -----
                                    174      4,405,549,368    100.0%    1.45     72.8%       67.2%        102        5.395%
                                    ===      =============    =====     ====     ====        ====         ===        =====


THE WEIGHTED AVERAGE REMAINING AMORTIZATION TERM IS 354 MONTHS.


                                      C-4



                                                                         ANNEX C

AMORTIZATION TYPES



                                                               % OF                                    WTD. AVG.
                                               AGGREGATE      INITIAL          WTD. AVG.   WTD. AVG.   REMAINING
                                 NUMBER OF    CUT-OFF DATE   MORTGAGE   WTD.    CUT-OFF     MATURITY    TERM TO    WTD. AVG.
                                  MORTGAGE     PRINCIPAL       POOL     AVG.    DATE LTV    DATE LTV    MATURITY    MORTGAGE
       AMORTIZATION TYPE           LOANS      BALANCE ($)     BALANCE   DSCR     RATIO       RATIO      (MONTHS)      RATE
------------------------------   ---------   -------------   --------   ----   ---------   ---------   ---------   ---------

Interest Only, Then Amortizing       94      2,189,361,884     49.7%    1.34     74.4%       67.3%        111        5.421%
         Interest Only               20      1,309,770,000     29.7%    1.62     72.5%       72.5%         90        5.360%
          Amortizing                 59        897,335,391     20.4%    1.46     69.4%       60.2%         96        5.381%
       Fully Amortizing               1          9,082,093      0.2%    1.36     74.3%        0.7%        153        5.650%
                                    ---      -------------    -----     ----     ----        ----         ---        -----
                                    174      4,405,549,368    100.0%    1.45     72.8%       67.2%        102        5.395%
                                    ===      =============    =====     ====     ====        ====         ===        =====


LOCKBOXES

                                                               % OF
                                               AGGREGATE      INITIAL
                                 NUMBER OF    CUT-OFF DATE   MORTGAGE
                                  MORTGAGE     PRINCIPAL       POOL
         LOCKBOX TYPE              LOANS      BALANCE ($)     BALANCE
------------------------------   ---------   -------------   --------
             Hard                    49      2,938,210,514     66.7%
             Soft                    13        455,924,600     10.3%
                                    ===      =============     ====

ESCROW TYPES

                                                               % OF
                                               AGGREGATE      INITIAL
                                 NUMBER OF    CUT-OFF DATE   MORTGAGE
                                  MORTGAGE     PRINCIPAL       POOL
        ESCROW TYPE (1)            LOANS      BALANCE ($)     BALANCE
------------------------------   ---------   -------------   --------
TI/LC (2)                            99      1,752,230,266     51.2%
Real Estate Tax                     154      3,258,351,279     74.0%
Insurance                           144      2,680,124,321     60.8%
Replacement Reserve                 141      2,680,720,483     60.8%
                                    ===      =============     ====

(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, or self-storage properties.

PREPAYMENT PROVISION SUMMARY



                                                               % OF                                    WTD. AVG.
                                               AGGREGATE      INITIAL          WTD. AVG.   WTD. AVG.   REMAINING
                                 NUMBER OF    CUT-OFF DATE   MORTGAGE   WTD.    CUT-OFF     MATURITY    TERM TO    WTD. AVG.
                                  MORTGAGE     PRINCIPAL       POOL     AVG.    DATE LTV    DATE LTV    MATURITY    MORTGAGE
        PREPAYMENT TYPE            LOANS      BALANCE ($)     BALANCE   DSCR     RATIO       RATIO      (MONTHS)      RATE
------------------------------   ---------   -------------   --------   ----   ---------   ---------   ---------   ---------

      Lockout/Defeasance            160      4,235,701,380     96.1%    1.45     72.8%       67.2%        102        5.383%
  Lockout/Greater 1% or Yield
          Maintenance                12        130,047,988      3.0%    1.45     72.1%       64.5%         97        5.826%
 Lockout/Greater 1% or Yield
       Maintenance/Fee                1         31,500,000      0.7%    1.20     79.5%       76.2%         57        5.302%
     Lockout/Declining Fee            1          8,300,000      0.2%    1.57     78.7%       78.7%         54        5.390%
                                    ---      -------------    -----     ----     ----        ----         ---        -----
                                    174      4,405,549,368    100.0%    1.45     72.8%       67.2%        102        5.395%
                                    ===      =============    =====     ====     ====        ====         ===        =====



                                      C-5


















                     [THIS PAGE INTENTIONALLY LEFT BLANK.]

                                     ANNEX D

                                DECREMENT TABLES

             PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF
                           THE CLASS 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     100      100      100       100
Nov 10, 2006.....................             87      87       87       87        87
Nov 10, 2007.....................             69      69       69       69        69
Nov 10, 2008.....................             45      45       45       45        45
Nov 10, 2009.....................             13       9        5        0         0
Nov 10, 2010.....................              0       0        0        0         0
Weighted Average Life in Years...           2.67    2.65     2.63     2.60      2.56


             PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF
                           THE CLASS 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     100      100      100       100
Nov 10, 2006.....................            100     100      100      100       100
Nov 10, 2007.....................            100     100      100      100       100
Nov 10, 2008.....................            100     100      100      100       100
Nov 10, 2009.....................            100     100      100      100        97
Nov 10, 2010.....................              0       0        0        0         0
Weighted Average Life in Years...           4.82    4.80     4.77     4.74      4.51


             PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF
                           THE CLASS 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     100      100      100       100
Nov 10, 2006.....................            100     100      100      100       100
Nov 10, 2007.....................            100     100      100      100       100
Nov 10, 2008.....................            100     100      100      100       100
Nov 10, 2009.....................            100     100      100      100       100
Nov 10, 2010.....................             99      99       99       99        99
Nov 10, 2011.....................              0       0        0        0         0
Weighted Average Life in Years...           5.67    5.67     5.67     5.66      5.58



                                       D-1



             PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF
                           THE CLASS 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     100      100      100       100
Nov 10, 2006.....................            100     100      100      100       100
Nov 10, 2007.....................            100     100      100      100       100
Nov 10, 2008.....................            100     100      100      100       100
Nov 10, 2009.....................            100     100      100      100       100
Nov 10, 2010.....................            100     100      100      100       100
Nov 10, 2011.....................            100     100      100      100       100
Nov 10, 2012.....................              4       4        4        3         0
Nov 10, 2013.....................              0       0        0        0         0
Weighted Average Life in Years...           6.72    6.71     6.69     6.67      6.47


             PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF
                           THE CLASS A-AB 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     100      100      100       100
Nov 10, 2006.....................            100     100      100      100       100
Nov 10, 2007.....................            100     100      100      100       100
Nov 10, 2008.....................            100     100      100      100       100
Nov 10, 2009.....................            100     100      100      100       100
Nov 10, 2010.....................            100     100      100      100       100
Nov 10, 2011.....................             94      94       94       94        94
Nov 10, 2012.....................             69      69       69       69        69
Nov 10, 2013.....................             39      39       39       39        39
Nov 10, 2014.....................              7       7        7        7         0
Nov 10, 2015.....................              0       0        0        0         0
Weighted Average Life in Years...           7.65    7.65     7.65     7.65      7.64


             PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF
                           THE CLASS 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     100      100      100       100
Nov 10, 2006.....................            100     100      100      100       100
Nov 10, 2007.....................            100     100      100      100       100
Nov 10, 2008.....................            100     100      100      100       100
Nov 10, 2009.....................            100     100      100      100       100
Nov 10, 2010.....................            100     100      100      100       100
Nov 10, 2011.....................            100     100      100      100       100
Nov 10, 2012.....................            100     100      100      100       100
Nov 10, 2013.....................            100     100      100      100       100
Nov 10, 2014.....................            100     100      100      100       100
Nov 10, 2015.....................              0       0        0        0         0
Weighted Average Life in Years...           9.73    9.70     9.68     9.64      9.43



                                       D-2



             PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF
                           THE CLASS A-M 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     100      100      100       100
Nov 10, 2006.....................            100     100      100      100       100
Nov 10, 2007.....................            100     100      100      100       100
Nov 10, 2008.....................            100     100      100      100       100
Nov 10, 2009.....................            100     100      100      100       100
Nov 10, 2010.....................            100     100      100      100       100
Nov 10, 2011.....................            100     100      100      100       100
Nov 10, 2012.....................            100     100      100      100       100
Nov 10, 2013.....................            100     100      100      100       100
Nov 10, 2014.....................            100     100      100      100       100
Nov 10, 2015.....................              0       0        0        0         0
Weighted Average Life in Years...           9.94    9.92     9.89     9.84      9.60


             PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF
                           THE CLASS 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     100      100      100       100
Nov 10, 2006.....................            100     100      100      100       100
Nov 10, 2007.....................            100     100      100      100       100
Nov 10, 2008.....................            100     100      100      100       100
Nov 10, 2009.....................            100     100      100      100       100
Nov 10, 2010.....................            100     100      100      100       100
Nov 10, 2011.....................            100     100      100      100       100
Nov 10, 2012.....................            100     100      100      100       100
Nov 10, 2013.....................            100     100      100      100       100
Nov 10, 2014.....................            100     100      100      100       100
Nov 10, 2015.....................              0       0        0        0         0
Weighted Average Life in Years...           9.94    9.94     9.94     9.94      9.66


             PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF
                            THE CLASS 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     100      100      100       100
Nov 10, 2006.....................            100     100      100      100       100
Nov 10, 2007.....................            100     100      100      100       100
Nov 10, 2008.....................            100     100      100      100       100
Nov 10, 2009.....................            100     100      100      100       100
Nov 10, 2010.....................            100     100      100      100       100
Nov 10, 2011.....................            100     100      100      100       100
Nov 10, 2012.....................            100     100      100      100       100
Nov 10, 2013.....................            100     100      100      100       100
Nov 10, 2014.....................            100     100      100      100       100
Nov 10, 2015.....................              0       0        0        0         0
Weighted Average Life in Years...           9.94    9.94     9.94     9.94      9.69



                                       D-3



             PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF
                            THE CLASS 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     100      100      100       100
Nov 10, 2006.....................            100     100      100      100       100
Nov 10, 2007.....................            100     100      100      100       100
Nov 10, 2008.....................            100     100      100      100       100
Nov 10, 2009.....................            100     100      100      100       100
Nov 10, 2010.....................            100     100      100      100       100
Nov 10, 2011.....................            100     100      100      100       100
Nov 10, 2012.....................            100     100      100      100       100
Nov 10, 2013.....................            100     100      100      100       100
Nov 10, 2014.....................            100     100      100      100       100
Nov 10, 2015.....................              0       0        0        0         0
Weighted Average Life in Years...           9.94    9.94     9.94     9.94      9.69


             PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF
                            THE CLASS 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     100      100      100       100
Nov 10, 2006.....................            100     100      100      100       100
Nov 10, 2007.....................            100     100      100      100       100
Nov 10, 2008.....................            100     100      100      100       100
Nov 10, 2009.....................            100     100      100      100       100
Nov 10, 2010.....................            100     100      100      100       100
Nov 10, 2011.....................            100     100      100      100       100
Nov 10, 2012.....................            100     100      100      100       100
Nov 10, 2013.....................            100     100      100      100       100
Nov 10, 2014.....................            100     100      100      100       100
Nov 10, 2015.....................              0       0        0        0         0
Weighted Average Life in Years...           9.94    9.94     9.94     9.94      9.69


             PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF
                            THE CLASS 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     100      100      100       100
Nov 10, 2006.....................            100     100      100      100       100
Nov 10, 2007.....................            100     100      100      100       100
Nov 10, 2008.....................            100     100      100      100       100
Nov 10, 2009.....................            100     100      100      100       100
Nov 10, 2010.....................            100     100      100      100       100
Nov 10, 2011.....................            100     100      100      100       100
Nov 10, 2012.....................            100     100      100      100       100
Nov 10, 2013.....................            100     100      100      100       100
Nov 10, 2014.....................            100     100      100      100       100
Nov 10, 2015.....................              0       0        0        0         0
Weighted Average Life in Years...           9.94    9.94     9.94     9.94      9.76



                                       D-4

                                    ANNEX E

                         FORM OF PAYMENT DATE STATEMENT






























                                      E-1



                     [THIS PAGE INTENTIONALLY LEFT BLANK.]







ABN AMRO [LOGO]                               GREENWICH CAPITAL COMMERCIAL FUNDING CORP.           Statement Date:     12/12/2005
LaSalle Bank N.A.                                 COMMERCIAL MORTGAGE TRUST 2005-GG5,              Payment Date:       12/12/2005
135 S. LaSalle Street Suite 1625            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,         Prior Payment:             N/A
Chicago, IL 60603                                          SERIES 2005-GG3                         Next Payment:        1/10/2006
                                                                                                   Record Date:         11/3/2005

                                                     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 Name:                Bond Interest Reconciliation                          First Payment Date:          3/11/2005
               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

                                       ==================================================


             ==========================================================================================================
                                                        CONTACT INFORMATION
             ----------------------------------------------------------------------------------------------------------
                                        DEPOSITOR: Greenwich Capital Commercial Funding Corp.
              UNDERWRITERS: Goldman, Sachs & Co., Greenwich Capital Markets, Inc., Banc of America Securities LLC,
                    Credit Suisse First Boston LLC, Morgan Stanley & Co. Incorporated and Wachovia Capital Markets LLC

                                                SPECIAL SERVICER: LNR Partners, Inc.
                                                     RATING AGENCY: S&P/Moody's
             ==========================================================================================================

                                 ==================================================================
                                 INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES
                                 ------------------------------------------------------------------
                                     LaSalle Web Site                          www.etrustee.net
                                     Servicer Website                          www.wachovia.com
                                     LaSalle Factor Line                         (800) 246-5761

                                 ==================================================================

====================================================================================================================================







ABN AMRO [LOGO]                               GREENWICH CAPITAL COMMERCIAL FUNDING CORP.           Statement Date:     12/12/2005
LaSalle Bank N.A.                                 COMMERCIAL MORTGAGE TRUST 2005-GG5,              Payment Date:       12/12/2005
                                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,         Prior Payment:             N/A
                                                           SERIES 2005-GG3                         Next Payment:        1/10/2006
WAC:                                                                                               Record Date:         11/3/2005
WA Life Term:
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    ADJUSTMENT       RATE (2)
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) Interest Paid minus Interest Adjustment minus Deferred
        Interest equals Accrued     (3) Estimated.









ABN AMRO [LOGO]                               GREENWICH CAPITAL COMMERCIAL FUNDING CORP.           Statement Date:     12/12/2005
LaSalle Bank N.A.                                 COMMERCIAL MORTGAGE TRUST 2005-GG5,              Payment Date:       12/12/2005
                                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,         Prior Payment:             N/A
                                                           SERIES 2005-GG3                         Next Payment:        1/10/2006
                                                                                                   Record Date:         11/3/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                   BOND INTEREST RECONCILIATION

=============================================================================================================================
                                            Deductions                                     Additions
                                  --------------------------------------------  ----------------------------------
          Accrual      Accrued                 Add.      Deferred &              Prior       Prepay-     Other     Distributable
       ------------  Certificate  Allocable   Trust      Accretion    Interest  Int. Short-    ment     Interest    Certificate
Class  Method  Days   Interest      PPIS    Expense (1)  Interest     Loss/Exp   falls Due  Penalties  Proceeds(2)    Interest
--------------------------------------------------------------------------------------------------------------------------------





















-------------------------------------------------------------------------------------------------------------------------------
                         0.00       0.00       0.00       0.00         0.00        0.00       0.00       0.00         0.00
===============================================================================================================================


===============================================

            Remaining
 Interest  Outstanding       Credit Support
 Payment     Interest    ----------------------
  Amount    Shortfalls    Original   Current(3)
-----------------------------------------------




















-----------------------------------------------
0.00          0.00
===============================================


(1) Additional Trust Expenses are fees allocated directly to the bond resulting in a deduction to accrued interest and not carried
    as an outstanding shortfall.
(2) Other Interest Proceeds include default interest, PPIE and Recoveries of Interest.
(3) 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:     12/12/2005
LaSalle Bank N.A.                                 COMMERCIAL MORTGAGE TRUST 2005-GG5,              Payment Date:       12/12/2005
                                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,         Prior Payment:             N/A
                                                           SERIES 2005-GG3                         Next Payment:        1/10/2006
                                                                                                   Record Date:         11/3/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                    CASH RECONCILIATION SUMMARY

====================================================================================================================================

-------------------------------------------   ------------------------------------------- ------------------------------------------
            INTEREST SUMMARY                            SERVICING FEE SUMMARY                         PRINCIPAL SUMMARY
-------------------------------------------   ------------------------------------------- ------------------------------------------
Current Scheduled Interest                   Current Servicing Fees                       SCHEDULED PRINCIPAL:
Less Deferred Interest                       Plus Fees Advanced for PPIS                  Current Scheduled Principal
Plus Advance Interest                        Less Reduction for PPIS                      Advanced Scheduled Principal
Plus Unscheduled Interest                    Plus Delinquent Servicing Fees               ------------------------------------------
PPIS Reducing Scheduled Interest             -------------------------------------------- Scheduled Principal
Less Total Fees Paid To Servicer             Total Servicing Fees                         ------------------------------------------
Plus Fees Advanced for PPIS                  -------------------------------------------- UNSCHEDULED PRINCIPAL:
Less Fee Strips Paid by Servicer                                                          Curtailments
Less Misc. Fees & Expenses                   -------------------------------------------- Prepayments in Full
Less Non Recoverable Advances                                PPIS SUMMARY                 Liquidations Proceeds
-------------------------------------------  -------------------------------------------- Repurchase Proceeds
Interest Due Trust                           Gross PPIS                                   Other Principal Proceeds
-------------------------------------------  Reduced by PPIE                              ------------------------------------------
Less Trust Fee                               Reduced by Shortfalls in Fees                Unscheduled Principal Distribution
Less Fee Strips Paid by Trust                Reduced by Other Amounts                     ------------------------------------------
Less Misc. Fees Paid by Trust                -------------------------------------------- Remittance Principal
-------------------------------------------  PPIS Reducing Scheduled Interest             ------------------------------------------
Remittance Interest                          --------------------------------------------
-------------------------------------------  PPIS Reducing Servicing Fee                  ------------------------------------------
                                             -------------------------------------------- Servicer Wire Amount
                                             PPIS Due Certificate                         ------------------------------------------
                                             --------------------------------------------

                                             --------------------------------------------
                                                        POOL BALANCE SUMMARY
                                             --------------------------------------------
                                                                       Balance    Count
                                             --------------------------------------------
                                             Beginning Pool
                                             Scheduled Principal
                                             Unscheduled Principal
                                             Deferred Interest
                                             Liquidations
                                             Repurchases
                                             Ending Pool
                                             --------------------------------------------






-----------------------------------------------------------------------------------------------------------------------
                                                      ADVANCE
                                                      -------

 PRIOR OUTSTANDING                CURRENT PERIOD                    RECOVERED               ENDING OUTSTANDING
Principal    Interest          Principal    Interest          Principal    Interest       Principal    Interest
-----------------------------------------------------------------------------------------------------------------------


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


====================================================================================================================================







ABN AMRO [LOGO]                               GREENWICH CAPITAL COMMERCIAL FUNDING CORP.           Statement Date:     12/12/2005
LaSalle Bank N.A.                                 COMMERCIAL MORTGAGE TRUST 2005-GG5,              Payment Date:       12/12/2005
                                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,         Prior Payment:             N/A
                                                           SERIES 2005-GG3                         Next Payment:        1/10/2006
                                                                                                   Record Date:         11/3/2005
                                                   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
============   ============================================================================== ======================================


















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

============   ============================================================================== ======================================

(1) Note: Modification, Specially Serviced & Bankruptcy Totals are Included in the Appropriate Delinquency Aging Category.







ABN AMRO [LOGO]                               GREENWICH CAPITAL COMMERCIAL FUNDING CORP.           Statement Date:     12/12/2005
LaSalle Bank N.A.                                 COMMERCIAL MORTGAGE TRUST 2005-GG5,              Payment Date:       12/12/2005
                                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,         Prior Payment:             N/A
                                                           SERIES 2005-GG3                         Next Payment:        1/10/2006
                                                                                                   Record Date:         11/3/2005
                                                    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
============  ==================================================================================  ==================================

  12/12/05
















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

============  ==================================================================================  ==================================

(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:     12/12/2005
LaSalle Bank N.A.                                 COMMERCIAL MORTGAGE TRUST 2005-GG5,              Payment Date:       12/12/2005
                                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,         Prior Payment:             N/A
                                                           SERIES 2005-GG3                         Next Payment:        1/10/2006
                                                                                                   Record Date:         11/3/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                           HISTORICAL COLLATERAL LEVEL PREPAYMENT REPORT
======================== ==================================== ====================== ================= ===========================
Disclosure  Distribution  Initial          Payoff   Penalty    Prepayment  Maturity    Property               Remaining Term
 Control #      Date      Balance   Type   Amount    Amount       Date       Date        Type    State  DSCR   Life  Amort.   Rate
======================== ==================================== ====================== ================= ===========================

















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

========================  ====================================  ======================  ===========================================
                          CUMULATIVE              0         0
                                            ==================








ABN AMRO [LOGO]                               GREENWICH CAPITAL COMMERCIAL FUNDING CORP.           Statement Date:     12/12/2005
LaSalle Bank N.A.                                 COMMERCIAL MORTGAGE TRUST 2005-GG5,              Payment Date:       12/12/2005
                                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,         Prior Payment:             N/A
                                                           SERIES 2005-GG3                         Next Payment:        1/10/2006
                                                                                                   Record Date:         11/3/2005
                                                    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   3. P&I Advance - Loan delinquent 3 months or More
B. P&I Advance - Late Payment but       2. P&I Advance - Loan delinquent 2 months  4. Matured Balloon/Assumed Scheduled Payment
     < one month delinq
====================================================================================================================================
**  Outstanding P&I Advances include the current period P&I Advance









ABN AMRO [LOGO]                               GREENWICH CAPITAL COMMERCIAL FUNDING CORP.           Statement Date:     12/12/2005
LaSalle Bank N.A.                                 COMMERCIAL MORTGAGE TRUST 2005-GG5,              Payment Date:       12/12/2005
                                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,         Prior Payment:             N/A
                                                           SERIES 2005-GG3                         Next Payment:        1/10/2006
                                                                                                   Record Date:         11/3/2005
                                                    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:     12/12/2005
LaSalle Bank N.A.                                 COMMERCIAL MORTGAGE TRUST 2005-GG5,              Payment Date:       12/12/2005
                                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,         Prior Payment:             N/A
                                                           SERIES 2005-GG3                         Next Payment:        1/10/2006
                                                                                                   Record Date:         11/3/2005
                                                    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
Minimum DSCR



                                                         GEOGRAPHIC DISTRIBUTION
====================================================================================================================================
                                              # of      Scheduled         % of
         State                                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:     12/12/2005
LaSalle Bank N.A.                                 COMMERCIAL MORTGAGE TRUST 2005-GG5,              Payment Date:       12/12/2005
                                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,         Prior Payment:             N/A
                                                           SERIES 2005-GG3                         Next Payment:        1/10/2006
                                                                                                   Record Date:         11/3/2005
                                                    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
====================================================================================================================================
  Current Scheduled               # of      Scheduled         % of
     Balances                     Loans      Balance         Balance              WAMM            WAC        DSCR
====================================================================================================================================














====================================================================================================================================
                                             0                  0         0.00%
====================================================================================================================================





                                                    DISTRIBUTION OF AMORTIZATION TYPE
====================================================================================================================================
  Current Scheduled               # of      Scheduled         % of
     Balances                     Loans      Balance         Balance              WAMM            WAC        DSCR
====================================================================================================================================














====================================================================================================================================

====================================================================================================================================





                                                    DISTRIBUTION OF YEAR LOANS MATURING
====================================================================================================================================
                                              # of      Scheduled      % of
         Year                                 Loans      Balance      Balance                  WAMM            WAC           DSCR
====================================================================================================================================

        1998
        1999
        2000
        2001
        2002
        2003
        2004
        2005
        2006
        2007
        2008
    2009 & Longer


====================================================================================================================================
                                                0             0        0.00%
====================================================================================================================================








ABN AMRO [LOGO]                               GREENWICH CAPITAL COMMERCIAL FUNDING CORP.           Statement Date:     12/12/2005
LaSalle Bank N.A.                                 COMMERCIAL MORTGAGE TRUST 2005-GG5,              Payment Date:       12/12/2005
                                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,         Prior Payment:             N/A
                                                           SERIES 2005-GG3                         Next Payment:        1/10/2006
                                                                                                   Record Date:         11/3/2005
                                                    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 month delinq     2.  P&I Adv-delinquent 2 months        7.  Foreclosure
                                                 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:     12/12/2005
LaSalle Bank N.A.                                 COMMERCIAL MORTGAGE TRUST 2005-GG5,              Payment Date:       12/12/2005
                                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,         Prior Payment:             N/A
                                                           SERIES 2005-GG3                         Next Payment:        1/10/2006
                                                                                                   Record Date:         11/3/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                              SPECIALLY SERVICED (PART I) ~ LOAN DETAIL

========================  ================================  =========================================  ==================
                                       Balance                                      Remaining Term
Disclosure    Transfer    --------------------------------   Note    Maturity     -------------------       Property
 Control #       Date         Scheduled          Actual      Rate      Date        Life       Amort.          Type
========================  ================================  =========================================  ==================






















========================  ================================  =========================================  ==================


=========  ==================================================
                                                    NOI
  State           NOI             DSCR              Date
=========  =================================================






















=========  =================================================










ABN AMRO [LOGO]                               GREENWICH CAPITAL COMMERCIAL FUNDING CORP.           Statement Date:     12/12/2005
LaSalle Bank N.A.                                 COMMERCIAL MORTGAGE TRUST 2005-GG5,              Payment Date:       12/12/2005
                                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,         Prior Payment:             N/A
                                                           SERIES 2005-GG3                         Next Payment:        1/10/2006
                                                                                                   Record Date:         11/3/2005
                                                    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:     12/12/2005
LaSalle Bank N.A.                                 COMMERCIAL MORTGAGE TRUST 2005-GG5,              Payment Date:       12/12/2005
                                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,         Prior Payment:             N/A
                                                           SERIES 2005-GG3                         Next Payment:        1/10/2006
                                                                                                   Record Date:         11/3/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                        MODIFIED LOAN DETAIL

============================================================  ========================================================
   Disclosure            Modification           Modified                         Modification
    Control #               Date                  Code                            Description
------------------------------------------------------------  --------------------------------------------------------

















============================================================  ========================================================










ABN AMRO [LOGO]                               GREENWICH CAPITAL COMMERCIAL FUNDING CORP.           Statement Date:     12/12/2005
LaSalle Bank N.A.                                 COMMERCIAL MORTGAGE TRUST 2005-GG5,              Payment Date:       12/12/2005
                                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,         Prior Payment:             N/A
                                                           SERIES 2005-GG3                         Next Payment:        1/10/2006
                                                                                                   Record Date:         11/3/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                        REALIZED LOSS DETAIL

==========================================================================================================================
                                                            Beginning                     Gross Proceeds        Aggregate
Distribution    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:     12/12/2005
LaSalle Bank N.A.                                 COMMERCIAL MORTGAGE TRUST 2005-GG5,              Payment Date:       12/12/2005
                                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,         Prior Payment:             N/A
                                                           SERIES 2005-GG3                         Next Payment:        1/10/2006
                                                                                                   Record Date:         11/3/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                     APPRAISAL REDUCTION DETAIL

========================  =========================  ==========================================
                                                                              Remaining Term
Disclosure     Appraisal    Scheduled   Reduction      Note     Maturity    --------------------
 Control #     Red. Date     Balance      Amount       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 _____ 2006   PAYMENT DATE IN _____       PAYMENT DATE IN _____ 2007
PAYMENT DATE IN _____ 2006     THROUGH PAYMENT DATE IN      2007 THROUGH PAYMENT DATE   THROUGH PAYMENT DATE IN
                               _____ 2007                   IN ______ 2007              _____ 2008
------------------------------------------------------------------------------------------------------------------

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

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

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




------------------------------------------------------------------------------------------------------------------
PAYMENT DATE IN ______ 2008    PAYMENT DATE IN _____ 2008   PAYMENT DATE IN _____       PAYMENT DATE IN _____ 2009
THROUGH PAYMENT DATE IN        THROUGH PAYMENT DATE IN      2009 THROUGH PAYMENT DATE   THROUGH PAYMENT DATE IN
 _____ 2008                    _____ 2009                   IN _____ 2009               _____ 2010
------------------------------------------------------------------------------------------------------------------

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

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

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

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




------------------------------ ---------------------------- ---------------------------- -------------------------
PAYMENT DATE IN ______ 2010    PAYMENT DATE IN _____ 2010   PAYMENT DATE IN _____       PAYMENT DATE IN _____ 2011
THROUGH PAYMENT DATE IN        THROUGH PAYMENT DATE IN      2011 THROUGH PAYMENT DATE   THROUGH PAYMENT DATE IN
 _____ 2010                    _____ 2011                   IN _____ 2011               _____ 2011
------------------------------------------------------------------------------------------------------------------

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

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

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

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



                                       F-2



                                  SCHEDULE F-1

                          CLASS XP REFERENCE RATES (%)

INTEREST ACCRUAL PERIOD   MONTH OF PAYMENT DATE   CLASS XP REFERENCE RATE (%)
-----------------------   ---------------------   ---------------------------


                                       F-3



INTEREST ACCRUAL PERIOD   MONTH OF PAYMENT DATE   CLASS XP REFERENCE RATE (%)
-----------------------   ---------------------   ---------------------------


                                       F-4



                                     ANNEX G

                      CLASS A-AB PLANNED PRINCIPAL BALANCE

PERIOD   MONTH OF PAYMENT DATE       BALANCE
------   ---------------------   --------------
    1        December 2005       144,000,000.00
    2         January 2006       144,000,000.00
    3        February 2006       144,000,000.00
    4          March 2006        144,000,000.00
    5          April 2006        144,000,000.00
    6           May 2006         144,000,000.00
    7          June 2006         144,000,000.00
    8          July 2006         144,000,000.00
    9         August 2006        144,000,000.00
   10        September 2006      144,000,000.00
   11         October 2006       144,000,000.00
   12        November 2006       144,000,000.00
   13        December 2006       144,000,000.00
   14         January 2007       144,000,000.00
   15        February 2007       144,000,000.00
   16          March 2007        144,000,000.00
   17          April 2007        144,000,000.00
   18           May 2007         144,000,000.00
   19          June 2007         144,000,000.00
   20          July 2007         144,000,000.00
   21         August 2007        144,000,000.00
   22        September 2007      144,000,000.00
   23         October 2007       144,000,000.00
   24        November 2007       144,000,000.00
   25        December 2007       144,000,000.00
   26         January 2008       144,000,000.00
   27        February 2008       144,000,000.00
   28          March 2008        144,000,000.00
   29          April 2008        144,000,000.00
   30           May 2008         144,000,000.00
   31          June 2008         144,000,000.00
   32          July 2008         144,000,000.00
   33         August 2008        144,000,000.00
   34        September 2008      144,000,000.00
   35         October 2008       144,000,000.00
   36        November 2008       144,000,000.00
   37        December 2008       144,000,000.00
   38         January 2009       144,000,000.00
   39        February 2009       144,000,000.00
   40          March 2009        144,000,000.00
   41          April 2009        144,000,000.00
   42           May 2009         144,000,000.00
   43          June 2009         144,000,000.00
   44          July 2009         144,000,000.00
   45         August 2009        144,000,000.00
   46        September 2009      144,000,000.00
   47         October 2009       144,000,000.00
   48        November 2009       144,000,000.00
   49        December 2009       144,000,000.00
   50         January 2010       144,000,000.00
   51        February 2010       144,000,000.00
   52          March 2010        144,000,000.00
   53          April 2010        144,000,000.00
   54           May 2010         144,000,000.00
   55          June 2010         144,000,000.00
   56          July 2010         144,000,000.00
   57         August 2010        144,000,000.00
   58        September 2010      144,000,000.00
   59         October 2010       144,000,000.00
   60        November 2010       144,000,000.00
   61        December 2010       144,000,000.00
   62         January 2011       144,000,000.00
   63        February 2011       144,000,000.00


                                       G-1



PERIOD   MONTH OF PAYMENT DATE       BALANCE
------   ---------------------   --------------
   64          March 2011        144,000,000.00
   65          April 2011        144,000,000.00
   66           May 2011         144,000,000.00
   67          June 2011         144,000,000.00
   68          July 2011         144,000,000.00
   69         August 2011        144,000,000.00
   70        September 2011      141,739,400.52
   71         October 2011       138,674,595.64
   72        November 2011       135,886,218.91
   73        December 2011       132,795,020.09
   74         January 2012       129,979,273.18
   75        February 2012       127,150,422.79
   76          March 2012        123,731,259.00
   77          April 2012        120,873,312.65
   78           May 2012         117,714,407.53
   79          June 2012         114,828,449.24
   80          July 2012         111,642,282.22
   81         August 2012        108,627,136.68
   82        September 2012      105,610,743.65
   83         October 2012       102,244,606.49
   84        November 2012        99,208,283.96
   85        December 2012        95,810,683.25
   86         January 2013        92,466,228.41
   87        February 2013        89,128,373.20
   88          March 2013         84,747,981.99
   89          April 2013         81,374,020.66
   90           May 2013          77,643,122.80
   91          June 2013          74,235,948.38
   92          July 2013          70,472,729.73
   93         August 2013         67,032,034.56
   94        September 2013       63,575,260.77
   95         October 2013        59,763,774.66
   96        November 2013        56,273,020.71
   97        December 2013        52,428,467.39
   98         January 2014        48,903,418.50
   99        February 2014        45,361,894.95
  100          March 2014         40,796,167.55
  101          April 2014         37,216,711.61
  102           May 2014          33,285,841.47
  103          June 2014          29,671,268.61
  104          July 2014          25,706,225.13
  105         August 2014         22,056,209.98
  106        September 2014       18,389,133.24
  107         October 2014        14,372,996.06
  108        November 2014        10,669,990.60
  109        December 2014         6,618,890.14
  110         January 2015         2,879,623.02
  111        February 2015                 0.00


                                       G-2



                                     ANNEX H

          GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

     Except in limited circumstances, the globally offered Commercial Mortgage
Trust 2005-GG5, Commercial Mortgage Pass-Through Certificates, Series 2005-GG5,
Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-5, Class A-M,
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.


                                      H-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 November 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 November 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.


                                      H-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 dates 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,


                                      H-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.


                                      H-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 TRUST ASSETS:
              -------------------------                              -----------------

The offered certificates will be issuable in series.   The assets of each of our trusts will
Each series of offered certificates will--             include--

o    have its own series designation,                  o    mortgage loans secured by first and
                                                            junior liens on, or security interests
o    consist of one or more classes with various            in, various interests in commercial and
     payment characteristics,                               multifamily real properties,

o    evidence beneficial ownership interests in a      o    mortgage-backed securities that directly
     trust established by us, and                           or indirectly evidence interests in, or
                                                            are directly or indirectly secured by,
o    be payable solely out of the related trust             those types of mortgage loans, or
     assets.
                                                       o    some combination of those types of
No governmental agency or instrumentality will              mortgage loans and mortgage-backed
insure or guarantee payment on the offered                  securities.
certificates. Neither we nor any of our affiliates
are responsible for making payments on the offered     Trust assets may also include letters of
certificates if collections on the related trust       credit, surety bonds, insurance policies,
assets are insufficient.                               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 October 11, 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.............................................138
Certain ERISA Considerations.................................................138
Legal Investment.............................................................142
Use of Proceeds..............................................................145
Method of Distribution.......................................................145
Legal Matters................................................................146
Financial Information........................................................146
Rating.......................................................................146
Glossary.....................................................................148



       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 Room, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. 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.

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                                       -2-



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                                 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:

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                                       -3-



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                                 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;

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                                       -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.

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                                       -5-



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                                 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

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                                       -6-



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                                      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.

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                                       -7-



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                                 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."

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                                       -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:

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                                       -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;

     o    the existence and construction of competing properties;

     o    the adequacy of the property's management and maintenance;

     o    national, regional or local economic conditions, 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 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 offixed 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.


                                      -21-



     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;

     o    change the 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;

     o    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 stores,

     o    specialty shops,

     o    gas stations,

     o    movie theaters,

     o    fitness 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;

     o    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 only
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; or

     o    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;

     o    attempting to collect delinquent payments;

     o    supervising foreclosures;

     o    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

     o    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.


                                      -99-



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.

     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

     o    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

          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


                                      -110-



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. 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


                                      -111-



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.

     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.

     Regulations have been issued addressing the federal income tax treatment of
"inducement fees" received by transferees of noneconomic REMIC residual
interests. These regulations require inducement


                                      -112-



fees to be included in income over a period reasonably related to the period in
which the related REMIC residual 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 (a) 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 (b) 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 prepayment assumption. If the holder of a REMIC residual
interest sells or otherwise disposes of the residual interest, any unrecognized
portion of the inducement fee generally is 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.

     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


                                      -113-



          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

     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.


                                      -114-



     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,

     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 final 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.


                                      -115-



     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 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 provide 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.

     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 and to United States partnerships that have any
non-United States persons as partners 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


                                      -116-



     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.

     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

     o    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 by the lesser
of--

     o    3% of the excess, if any, of adjusted gross income over a statutory
          inflation-adjusted amount, or;

     o    80% of the amount of itemized deductions otherwise allowable for such
          year.

     Such limitations will be phased out beginning in 2006 and eliminated in
2010.

     Furthermore, in determining the alternative minimum taxable income of a
holder of a REMIC certificate that is-

     o    an individual,


                                      -117-



     o    an estate or trust, or

     o    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.

     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,


                                      -118-



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 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.


                                      -119-



     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.

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. Net income from foreclosure property generally means income
from foreclosure property other than qualifying rents and other qualifying
income for a REIT. 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


                                      -120-



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.

     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.


                                      -121-



     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 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.


                                      -122-



     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 audit of the REMIC's tax return, or the
adjustments resulting from that audit, could result in an audit of a holder's
return.

     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


                                      -123-



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 withholding tax under Section 3406 of
the Internal Revenue Code at a rate of 28%, which rate will be increased to 31%
after 2010 unless the recipient of these payments:

     o    is a United States person and provides IRS Form W-9 with the correct
          taxpayer identification number;

     o    is a foreign person and provides IRS Form W-8BEN identifying the
          foreign person and stating that the beneficial owner is not a United
          States person; or

     o    can be treated as an exempt recipient within the meaning of Treasury
          Regulations Section 1.6049-4(c)(1)(ii).

     Any amounts deducted and withheld from a payment to a recipient would be
allowed as a credit against the recipient's federal income tax. Information
reporting requirements may also apply regardless of whether withholding is
required. Furthermore, certain 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
in respect of a payment on an offered certificate. To avoid withholding tax,
that holder must provide certain documentation. The appropriate documentation
includes Form W-8BEN, if the foreign person is a corporation or individual
eligible for the benefits of the portfolio interest exemption or an exemption
based on a treaty; Form W-8ECI if the foreign person is eligible for an
exemption on the basis of its income from the REMIC certificate being
effectively connected to a United States trade or business; Form W-8BEN or Form
W-8IMY if the foreign person is a trust, depending on whether such trust is
classified as the beneficial owner of the REMIC certificate; and Form W-8IMY,
with supporting documentation as specified in the Treasury Regulations, required
to substantiate exemptions from withholding on behalf of its partners, if the
foreign person is a partnership. An intermediary (other than a partnership) must
provide Form W-8IMY, revealing all required information, including its name,
address, taxpayer identification number, the country under the laws of which it
is created, and certification that it is not acting for its own account. A
"qualified intermediary" must certify that it has provided, or will provide, a
withholding statement as required under Treasury Regulations Section
1.1441-1(e)(5)(v), but need not


                                      -124-



disclose the identity of its account holders on its Form W-8IMY, and may certify
its account holders' status without including each beneficial owner's
certification. A non-"qualified intermediary" must additionally certify that it
has provided, or will provide, a withholding statement that is associated with
the appropriate Forms W-8 and W-9 required to substantiate exemptions from
withholding on behalf of its beneficial owners. The term "intermediary" means a
person acting as a custodian, a broker, nominee or otherwise as an agent for the
beneficial owner of a REMIC Certificate. A "qualified intermediary" is generally
a foreign financial institution or clearing organization or a non-United States
branch or office of a United States financial institution or clearing
organization that is a party to a withholding agreement with the IRS.

     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.

     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.


                                      -125-



     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.

     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,


                                      -126-



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.

     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.


                                      -127-



     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.

     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.


                                      -128-



     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.

     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


                                      -129-



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.

     In light of the application of Section 1286 of the Code, a beneficial owner
of a stripped bond generally will be required to compute accruals of original
issue discount based on its yield, possibly taking into account its own
prepayment assumption. The information necessary to perform the related
calculations for information reporting purposes, however, generally will not be
available to the trustee. Accordingly, any information reporting provided by the
trustee with respect to these stripped bonds, which information will be based on
pricing information as of the closing date, will largely fail to reflect the
accurate accruals of original issue discount for these certificates. Prospective
investors therefore should be aware that the timing of accruals of original
issue discount applicable to a stripped bond generally will be different than
that reported to holders and the IRS. Prospective investors should consult their
own tax advisors regarding their obligation to compute and include in income the
correct amount of original issue discount accruals and any possible tax
consequences to them if they should fail to do so.

     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.


                                      -130-



     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.

     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


                                      -131-



     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

     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.


                                      -132-



     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.


                                      -133-



     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.


                                      -134-



     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


                                      -135-



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.


                                      -136-



     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


                                      -137-



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.


                                      -138-



     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.


                                      -139-



     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;


                                      -140-



     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.


                                      -141-



     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.


                                      -142-



     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. Section 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. Section 1.5 concerning "safety and soundness" and
retention of credit information, "Type IV securities," which are defined in 12
C.F.R. Section 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


                                      -143-



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. Section
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.


                                      -144-



                                 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.


                                      -145-



     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


                                      -146-



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.


                                      -147-



                                    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.


                                      -148-



     "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.


                                      -149-



     "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.


                                      -150-









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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-GG5-Annex-A, A-2, A-3.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-35
Capitalized Terms Used in this Prospectus
   Supplement ..................................     S-58
Forward-Looking Statements .....................     S-58
Description of the Mortgage Pool ...............     S-58
Servicing Under the Pooling and Servicing
   Agreement ...................................     S-89
Description of the Offered Certificates ........    S-120
Yield and Maturity Considerations ..............    S-142
Use of Proceeds ................................    S-146
Certain Legal Aspects ..........................    S-146
Federal Income Tax Consequences ................    S-147
Certain ERISA Considerations ...................    S-150
Legal Investment ...............................    S-153
Method of Distribution .........................    S-153
Legal Matters ..................................    S-155
Ratings ........................................    S-155
Glossary .......................................    S-156
ANNEX A--Certain Characteristics of the
   Underlying Mortgage Loans ...................      A-1
ANNEX A-2--Schron Industrial Portfolio
   Amortization Schedule .......................    A-2-1
ANNEX A-3--Sunset Ridge Amortization
   Schedule ....................................    A-3-1
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--Class A-AB Planned Principal
   Balance .....................................      G-1
ANNEX H--Global Clearance, Settlement
   and Tax Documentation Procedures ............      H-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        , 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.


===============================================================================




===============================================================================





                                 $4,091,653,000
                                 (APPROXIMATE)


                               GREENWICH CAPITAL
                           COMMERCIAL FUNDING CORP.,
                                  AS DEPOSITOR





                      COMMERCIAL MORTGAGE TRUST 2005-GG5
                                   AS ISSUER





                        COMMERCIAL MORTGAGE PASS-THROUGH
                          CERTIFICATES, SERIES 2005-GG5
                        CLASS A-1, CLASS A-2, CLASS A-3,
                        CLASS A-4, CLASS A-AB, CLASS A-5,
                    CLASS A-M, CLASS A-J, CLASS B, CLASS C,
                              CLASS D AND CLASS E



                        ---------------------------------
                              PROSPECTUS SUPPLEMENT
                        ---------------------------------


                              GOLDMAN, SACHS & CO.


                         [RBS GREENWICH CAPITAL LOGO]




                         BANC OF AMERICA SECURITIES LLC
                           CREDIT SUISSE FIRST BOSTON
                                 MORGAN STANLEY
                              WACHOVIA SECURITIES







                                        , 2005


================================================================================